Zai Lab CEO receives RSUs, covers ADS taxes

Zai Lab Ltd director and CEO Du Ying reported compensation-related equity activity involving American Depositary Shares (ADSs) and Restricted Share Units (RSUs).

Rhea-AI Filing Summary

Zai Lab Ltd director and CEO Du Ying reported compensation-related equity activity involving American Depositary Shares (ADSs) and Restricted Share Units (RSUs). On July 1–2, 2026, Ying exercised RSUs to acquire a total of 29,048 ADSs, with no open-market purchases or sales.

To cover tax obligations upon RSU vesting, 11,431 ADSs were withheld, a non-market disposition method. Ying also received a new grant of 80,393 RSUs, each representing a contingent right to one ADS, vesting annually over four years subject to continuous service.

Following these transactions, Ying directly held 1,221,401 ADSs. RSUs continue to vest in equal annual installments, and vested shares will be delivered in ADS form to Ying after each vesting date.

Insider Trade Summary

29,048 shares exercised/converted

Exercise 7 txns

Insider Du Ying

Role Chairperson & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	11,048	$0.00	$0.00
Grant/Award	Restricted Share Units	80,393	$0.00	$0.00
Exercise	American Depositary Shares	11,048	$0.00	$0.00
Exercise Price or Tax Liability	American Depositary Shares	4,348	$19.12	$83K
Exercise	Restricted Share Units	18,000	$0.00	$0.00
Exercise	American Depositary Shares	18,000	$0.00	$0.00
Exercise Price or Tax Liability	American Depositary Shares	7,083	$19.15	$136K

Holdings After Transaction: Restricted Share Units — 149,539 contracts (Direct); American Depositary Shares — 1,221,401 shares (Direct)

Footnotes (7)

1. F1. Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.
2. F2. ADSs acquired upon vesting of Restricted Share Units ("RSUs").
3. F3. Each RSU represents a contingent right to receive one ADS.
4. F4. These ADSs were withheld to cover taxes upon vesting of RSUs.
5. F5. The RSUs vest in equal annual installments over four years beginning on 07/01/2025, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.
6. F6. The RSUs vest in equal annual installments over four years beginning on 07/02/2026, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.
7. F7. The RSUs vest in equal annual installments over four years beginning on 07/02/2027, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

Key Figures

ADSs acquired via RSU exercises: 29,048 ADSs ADSs withheld for taxes: 11,431 ADSs New RSU grant: 80,393 RSUs +2 more

5 metrics

ADSs acquired via RSU exercises 29,048 ADSs RSU-related exercises on July 1–2, 2026

ADSs withheld for taxes 11,431 ADSs Withheld to cover tax obligations on RSU vesting

New RSU grant 80,393 RSUs Grant reported as a compensation award

RSUs remaining after exercises 33,146 RSUs Derivative RSU position following 11,048-unit conversion

ADS holdings after transactions 1,221,401 ADSs Direct holdings following July 2, 2026 activity

Key Terms

American Depositary Shares, Restricted Share Units, tax-withholding disposition, derivative security, +1 more

5 terms

American Depositary Shares financial

"Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer."

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Restricted Share Units financial

"ADSs acquired upon vesting of Restricted Share Units ("RSUs")."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vest in equal annual installments financial

"The RSUs vest in equal annual installments over four years beginning on 07/01/2025"

FAQ

What did Zai Lab (ZLAB) CEO Du Ying report in this Form 4?

Du Ying reported RSU-related equity activity, including exercises and tax withholding. She acquired 29,048 ADSs through RSU vesting and exercises, with 11,431 ADSs withheld to cover taxes. No open-market share purchases or sales were disclosed.

How many Zai Lab (ZLAB) ADSs does Du Ying hold after these transactions?

After these transactions, Du Ying held 1,221,401 American Depositary Shares. This figure reflects the net effect of RSU exercises that increased her holdings and ADSs withheld to satisfy tax obligations tied to the RSU vesting events.

Were any of Du Ying’s Zai Lab (ZLAB) transactions open-market buys or sells?

No open-market buys or sells were reported. The filing shows RSU exercises coded as “M” and tax-withholding dispositions coded as “F,” meaning shares were delivered or withheld mechanically, rather than traded in the open market.

What new RSU award did Du Ying receive from Zai Lab (ZLAB)?

Du Ying received a grant of 80,393 Restricted Share Units. Each RSU represents a contingent right to one ADS and vests in equal annual installments over four years, subject to her continued service with the company.

How do Du Ying’s RSUs in Zai Lab (ZLAB) vest over time?

The RSUs vest in equal annual installments over four years starting on specific anniversaries of the grant dates. After each vesting date, vested RSUs are settled in ADSs and delivered to Du Ying, assuming her continuous service with Zai Lab.

What is the relationship between Zai Lab (ZLAB) ADSs and Ordinary Shares?

Each American Depositary Share represents ten Ordinary Shares of Zai Lab. The filing notes that ADSs and Ordinary Shares are fully fungible, and all amounts in the insider report are presented in terms of ADSs for clarity.

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Accepted by SEC EDGAR 07/06/2026 - 04:14 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Du Ying

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Zai Lab Ltd [ ZLAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	07/01/2026		M		18,000(2)	A	(3)	1,221,784	D
American Depositary Shares(1)	07/01/2026		F		7,083(4)	D	$19.15	1,214,701	D
American Depositary Shares(1)	07/02/2026		M		11,048(2)	A	(3)	1,225,749	D
American Depositary Shares(1)	07/02/2026		F		4,348(4)	D	$19.12	1,221,401	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(3)	07/01/2026		M			18,000	(5)	(5)	American Depositary Shares(1)	18,000	$0	36,000	D
Restricted Share Units	(3)	07/02/2026		M			11,048	(6)	(6)	American Depositary Shares(1)	11,048	$0	33,146	D
Restricted Share Units	(3)	07/02/2026		A		80,393		(7)	(7)	American Depositary Shares(1)	80,393	$0	80,393	D

Explanation of Responses:

1. Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.

2. ADSs acquired upon vesting of Restricted Share Units ("RSUs").

3. Each RSU represents a contingent right to receive one ADS.

4. These ADSs were withheld to cover taxes upon vesting of RSUs.

5. The RSUs vest in equal annual installments over four years beginning on 07/01/2025, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

6. The RSUs vest in equal annual installments over four years beginning on 07/02/2026, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

7. The RSUs vest in equal annual installments over four years beginning on 07/02/2027, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

	/s/ Bruce Blefeld, Attorney-in-Fact	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)