Zai Lab (NASDAQ: ZLAB) officer gets major equity grants, sells ADSs for taxes

Rhea-AI Filing Summary

Zai Lab Ltd officer Rafael Amado reported compensation-related equity activity and a small share sale. He received stock options for 103,950 American Depositary Shares (ADSs) at an exercise price of $19.27 per ADS, expiring in 2036, and 33,783 Restricted Share Units (RSUs) linked to ADSs.

On March 12, 2026, 5,323 RSUs were exercised into the same number of ADSs, increasing his direct ADS holdings. On March 13, 2026, he sold 2,957 ADSs at $18.628 per ADS, with a footnote stating these ADSs were sold automatically to cover taxes upon RSU vesting. After these transactions, he directly held 44,757 ADSs and 15,971 RSUs. Each ADS represents ten ordinary shares.

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

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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^*

Amado Rafael

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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

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

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)	03/12/2026		M		5,323(2)	A	(3)	47,714	D
American Depositary Shares(1)	03/13/2026		S		2,957(4)	D	$18.628	44,757	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
Stock Options (Right to Buy)	$19.27	03/04/2026		A		103,950		(5)	03/04/2036	American Depositary Shares(1)	103,950	$0	103,950	D
Restricted Share Units	(3)	03/04/2026		A		33,783		(6)	(6)	American Depositary Shares(1)	33,783	$0	33,783	D
Restricted Share Units	(3)	03/12/2026		M			5,323	(7)	(7)	American Depositary Shares(1)	5,323	$0	15,971	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 sold automatically to cover taxes upon vesting of RSUs.

5. The option vests in equal annual installments over four years beginning on 03/04/2027, the first anniversary of the date of grant, subject to continuous service.

6. The RSUs vest in equal annual installments over four years beginning on 03/04/2027, 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.

7. The RSUs vest in equal annual installments over four years beginning on 03/12/2026, 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.

Remarks:

President, Head of Global Oncology Research and Development

	/s/ Bruce Blefeld, Attorney-in-Fact	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Zai Lab (ZLAB) officer Rafael Amado receive in this Form 4?

Rafael Amado received stock options over 103,950 American Depositary Shares at an exercise price of $19.27 per ADS and 33,783 Restricted Share Units tied to ADSs. These awards vest in equal annual installments over four years, subject to continuous service.

How many Zai Lab (ZLAB) ADSs did Rafael Amado sell and at what price?

He sold 2,957 American Depositary Shares at $18.628 per ADS. A footnote explains these ADSs were sold automatically to cover taxes arising from Restricted Share Unit vesting, indicating a tax-related disposition rather than a discretionary open-market sale for portfolio reasons.

What are Rafael Amado’s Zai Lab (ZLAB) holdings after the reported transactions?

Following the reported transactions, Rafael Amado directly holds 44,757 American Depositary Shares and 15,971 Restricted Share Units. These figures reflect the RSUs that vested and converted into ADSs, as well as the tax-related sale of ADSs disclosed in the same Form 4 filing.

How do the new Zai Lab (ZLAB) RSU and option grants vest for Rafael Amado?

The stock options and a large RSU grant vest in equal annual installments over four years beginning March 4, 2027, subject to continuous service. Another RSU grant vests annually over four years starting March 12, 2026, with vested shares delivered in ADS form after vesting.

What does each Zai Lab (ZLAB) American Depositary Share represent in ordinary shares?

Each American Depositary Share represents ten ordinary shares of Zai Lab. The company states that its ADSs and ordinary shares are fully fungible. For this Form 4, all amounts are reported in terms of ADSs rather than the equivalent number of underlying ordinary shares.

Were the Zai Lab (ZLAB) ADS sales by Rafael Amado part of routine tax withholding?

Yes. A footnote clarifies that the 2,957 ADSs sold were automatically sold to cover taxes upon RSU vesting. This indicates the transaction was a tax-related disposition tied to compensation, rather than an elective open-market sale intended to change his economic exposure.