Zai Lab (ZLAB) executive sells ADSs to cover tax after RSU vest

Rhea-AI Filing Summary

Zai Lab Ltd officer Rafael Amado reported equity compensation activity and related tax sales in American Depositary Shares (ADSs), each representing ten ordinary shares. On April 1–2, 2026, he acquired a total of 24,914 ADSs through vesting and conversion of Restricted Share Units (RSUs) at a conversion price of $0.00 per ADS.

On April 2, 2026, 9,910 ADSs were sold at $20.39 per ADS, and the footnotes state these ADSs were sold automatically to cover taxes upon RSU vesting. After these transactions, he directly held 59,761 ADSs.

Separately, on March 4, 2026, Amado was credited with 14,905 performance-based share units (PSUs), representing a contingent right to receive the same number of ADSs. The performance-based vesting conditions for these PSUs, originally granted on March 12, 2025, were confirmed based on 2025 performance, and the PSUs will vest in full on March 12, 2028, subject to continuous service.

Insider Trade Summary

Net Seller: 9,910 shares ($202,065)

Net Sell 6 txns

Insider Amado Rafael

Role See Remarks

Sold 9,910 shs ($202K)

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	5,391	$0.00	--
Exercise	American Depositary Shares	5,391	$0.00	--
Sale	American Depositary Shares	9,910	$20.39	$202K
Exercise	Restricted Share Units	19,523	$0.00	--
Exercise	American Depositary Shares	19,523	$0.00	--
Grant/Award	Performance-Based Share Units	14,905	$0.00	--

Holdings After Transaction: Restricted Share Units — 5,391 shares (Direct); American Depositary Shares — 69,671 shares (Direct); Performance-Based Share Units — 14,905 shares (Direct)

Footnotes (1)

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. ADSs acquired upon vesting of Restricted Share Units ("RSUs"). Each RSU represents a contingent right to receive one ADS. These ADSs were sold automatically to cover taxes upon vesting of RSUs. Each performance-based share unit ("PSU") represents a contingent right to receive one ADS. The reporting person was granted PSUs on March 12, 2025 based on the satisfaction of specified performance criteria between January 1, 2025 through December 31, 2025. On March 4, 2026, the performance-based vesting conditions were confirmed for PSUs representing 14,905 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service. The RSUs vest in equal annual installments over four years beginning on 04/01/2025, 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. The RSUs vest in equal annual installments over four years beginning on 04/03/2024, 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

RSUs converted to ADSs: 24,914 ADSs Tax-related ADS sale: 9,910 ADSs at $20.39 Post-transaction holdings: 59,761 ADSs +2 more

5 metrics

RSUs converted to ADSs 24,914 ADSs Total RSUs vesting into ADSs on April 1–2, 2026

Tax-related ADS sale 9,910 ADSs at $20.39 ADSs sold automatically to cover taxes on April 2, 2026

Post-transaction holdings 59,761 ADSs Direct ADS holdings after April 2, 2026 transactions

Performance-based share units 14,905 PSUs PSUs confirmed on March 4, 2026, vesting March 12, 2028

ADS to ordinary share ratio 1 ADS = 10 ordinary shares Equity instruments reported in ADS terms

Key Terms

Restricted Share Units, Performance-Based Share Units, American Depositary Shares, contingent right, +1 more

5 terms

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.

Performance-Based Share Units financial

"Each performance-based share unit ("PSU") represents a contingent right to receive one ADS."

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.

contingent right financial

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

continuous service financial

"The PSUs vest in full on March 12, 2028, ... subject to continuous service."

Form 4 Insider Transactions: What Each Field Means →

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^*

Amado Rafael

(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)

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

2a. Foreign Trading Symbol

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

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)	04/01/2026		M		19,523(2)	A	(3)	64,280	D
American Depositary Shares(1)	04/02/2026		M		5,391(2)	A	(3)	69,671	D
American Depositary Shares(1)	04/02/2026		S		9,910(4)	D	$20.39	59,761	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
Performance-Based Share Units	(5)	03/04/2026		A		14,905		(6)	(6)	American Depositary Shares(1)	14,905	$0	14,905	D
Restricted Share Units	(3)	04/01/2026		M			19,523	(7)	(7)	American Depositary Shares(1)	19,523	$0	39,046	D
Restricted Share Units	(3)	04/02/2026		M			5,391	(8)	(8)	American Depositary Shares(1)	5,391	$0	5,391	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. Each performance-based share unit ("PSU") represents a contingent right to receive one ADS.

6. The reporting person was granted PSUs on March 12, 2025 based on the satisfaction of specified performance criteria between January 1, 2025 through December 31, 2025. On March 4, 2026, the performance-based vesting conditions were confirmed for PSUs representing 14,905 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service.

7. The RSUs vest in equal annual installments over four years beginning on 04/01/2025, 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.

8. The RSUs vest in equal annual installments over four years beginning on 04/03/2024, 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	04/03/2026
	** 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 transactions did Zai Lab (ZLAB) report for Rafael Amado?

Zai Lab reported that officer Rafael Amado had RSUs vest into 24,914 ADSs on April 1–2, 2026, and that 9,910 ADSs were sold at $20.39 per ADS to cover tax obligations arising from the RSU vesting.

How many Zai Lab (ZLAB) ADSs does Rafael Amado hold after these transactions?

After the reported transactions, Rafael Amado directly holds 59,761 American Depositary Shares (ADSs) of Zai Lab. This figure reflects RSU-related acquisitions on April 1–2, 2026, and the automatic sale of 9,910 ADSs used to cover associated tax liabilities.

Were the Zai Lab (ZLAB) share sales by Rafael Amado discretionary or for taxes?

The filing states that 9,910 ADSs sold on April 2, 2026 were sold automatically to cover taxes upon RSU vesting. This indicates the sale was a tax-withholding event linked to compensation, rather than a purely discretionary open-market sale decision by the officer.

What performance-based awards did Rafael Amado receive from Zai Lab (ZLAB)?

Rafael Amado was credited with 14,905 performance-based share units (PSUs) on March 4, 2026, each representing a contingent right to one ADS. The filing notes that performance criteria for 2025 were met, and these PSUs are scheduled to vest fully on March 12, 2028, subject to continuous service.

How are Zai Lab (ZLAB) ADSs related to its ordinary shares in this Form 4?

The Form 4 explains that each American Depositary Share (ADS) of Zai Lab represents ten ordinary shares, and the two are fully fungible. All equity awards and transactions in this filing are reported in ADS terms for consistency and clarity to investors and regulators.

What are the vesting terms for Rafael Amado’s Zai Lab (ZLAB) RSUs?

The RSUs vest in equal annual installments over four years, beginning on the first anniversary of their respective grant dates (April 3, 2024 and April 1, 2025). After each vesting date, the vested RSUs are delivered to Rafael Amado in the form of ADSs, subject to continuous service.