Zai Lab (ZLAB) director adds 1,731 ADS in Rule 10b5-1 purchase

Rhea-AI Filing Summary

Zai Lab Ltd director Richard Gaynor bought 1,731 American Depositary Shares in an open‑market transaction at $18.91 per ADS. After this purchase, he directly holds 56,630 ADS. The trade was executed under a pre‑arranged Rule 10b5‑1 trading plan adopted on December 16, 2025.

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

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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).

X

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^*

GAYNOR RICHARD

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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)	03/17/2026		P(2)		1,731	A	$18.91	56,630	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

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. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 16, 2025.

	/s/ Bruce Blefeld, Attorney-in-Fact	03/19/2026
	** 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)

FAQ

What insider transaction did Zai Lab (ZLAB) disclose for Richard Gaynor?

Richard Gaynor purchased 1,731 American Depositary Shares of Zai Lab. The open‑market trade was executed at $18.91 per ADS, increasing his direct holdings to 56,630 ADS as reported in this Form 4 insider filing.

Was the Zai Lab (ZLAB) insider trade made under a Rule 10b5-1 plan?

Yes, the transaction was made under a Rule 10b5‑1 trading plan. The filing states the purchase was executed pursuant to a plan adopted by Richard Gaynor on December 16, 2025, indicating it was pre‑scheduled rather than a discretionary trade.

What price did the Zai Lab (ZLAB) director pay per ADS in this Form 4?

The director paid $18.91 per American Depositary Share. The Form 4 identifies this as the transaction price for the 1,731 ADS acquired in an open‑market purchase, providing a clear reference level for this specific insider buy.

How many Zai Lab (ZLAB) ADS does Richard Gaynor hold after the transaction?

Following the trade, Richard Gaynor directly holds 56,630 ADS. The Form 4 shows this post‑transaction balance, reflecting his updated direct ownership after acquiring 1,731 additional ADS in the reported open‑market purchase.

What does each Zai Lab (ZLAB) ADS represent in terms of ordinary shares?

Each Zai Lab ADS represents ten ordinary shares of the company. The filing explains that ADSs and ordinary shares are fully fungible, and for this Form 4 the insider’s holdings and transactions are reported solely in terms of ADSs.

Is the Zai Lab (ZLAB) insider trade a purchase or a sale?

The reported insider trade is a purchase. The Form 4 classifies the transaction with code “P” for an open‑market purchase, and the structured data describe the direction as a buy of 1,731 ADS at $18.91 each.