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Zai Lab Limited held its 2026 Annual General Meeting of Shareholders, where 550,281,867 ordinary shares were represented in person or by proxy. Shareholders approved all proposals, including the re-election of all nominated directors to serve until the 2027 annual meeting.
They also approved the appointment of KPMG LLP and KPMG as independent auditors for the year ending December 31, 2026, and authorized the board to set auditor compensation. On an advisory basis, shareholders approved the compensation of the named executive officers.
In addition, shareholders granted a general mandate to the board to allot and issue, or resell treasury, ordinary shares and/or ADSs of up to 10% of issued ordinary shares, and a separate mandate to repurchase up to 10% of issued ordinary shares, both effective until the 2027 annual meeting.
Zai Lab Limited ownership disclosure by TCG Crossover entities and Chen Yu. The filing reports that TCG Crossover II and TCG Crossover III each hold 2,956,533 ADSs and 2,956,542 ADSs respectively, representing 29,565,330 and 29,565,420 Ordinary Shares (each ADS = ten Ordinary Shares). The combined position attributed to Chen Yu equals 59,130,750 Ordinary Shares, representing 5.3% of the class based on April 30, 2026 outstanding share data. The filing cites 1,123,548,580 Ordinary Shares outstanding as of April 30, 2026 and is submitted as a joint Schedule 13G with a signed joint filing agreement.
Zai Lab Ltd reported that officer Wang Yizhe, an Operating Partner, received new equity awards in the form of restricted share units and stock options. The grant includes 59,288 Restricted Share Units, each representing a contingent right to receive one American Depositary Share (ADS).
Wang also received 136,819 stock options to buy ADSs at an exercise price of $20.32 per ADS, expiring on May 11, 2036. Both the RSUs and options vest in equal annual installments over four years beginning on May 11, 2027, subject to continuous service. Each ADS represents ten ordinary shares, and the company notes that ADSs and ordinary shares are fully fungible.
Zai Lab Ltd filed an initial ownership report for insider Wang Yizhe. The filing identifies Wang as an officer of the company with the title Operating Partner. This Form 3 lists Wang as a reporting person but does not disclose any stock transactions or current holdings in the provided data.
Zai Lab Ltd Chairperson and CEO Du Ying reported a series of bona fide gifts of American Depositary Shares (ADSs). On May 26 and 27, 2026, Du Ying gifted a total of 107,700 ADSs in three transactions to trusts established for the benefit of an adult son. Each ADS represents ten Ordinary Shares of the company. After these transfers, Du Ying continues to hold 1,158,583 ADSs directly, indicating a substantial remaining ownership position.
Zai Lab Limited reported a senior leadership change. The Board determined that Josh Smiley will cease serving as President and Chief Operating Officer effective May 18, 2026, with his last day of employment on May 22, 2026.
Responsibilities from these roles have been taken over by Board Chair, Founder and Chief Executive Officer Samantha Du and other members of the management team. Mr. Smiley will receive severance under his existing employment agreement, contingent on signing a customary release.
Zai Lab Ltd Chairperson & CEO Du Ying reported routine equity compensation activity involving American Depositary Shares (ADSs). On May 19, Du Ying exercised stock options to acquire 261,092 ADSs at an exercise price of $1.74 per ADS and simultaneously used 117,435 ADSs, valued at $18.75 per ADS, to satisfy tax obligations through a tax-withholding disposition. Following these transactions, Du Ying directly held 1,266,283 ADSs. Each ADS represents ten ordinary shares of Zai Lab, and the activity was carried out under a pre-arranged Rule 10b5-1 trading plan. The filing shows an exercise-and-hold pattern with part of the shares applied to taxes and no open-market sale.
Zai Lab Ltd Chairperson and CEO Du Ying reported option exercises and share sales in American Depositary Shares (ADS). On May 15 and May 18, Du Ying exercised stock options to acquire a total of 100,000 ADS at an exercise price of $1.74 per ADS and sold 100,000 ADS in open-market transactions.
The reported weighted average sale prices were $20.7422 and $18.9953 per ADS, with individual trades executed within disclosed price ranges. These trades were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on November 11, 2025. Following the transactions, Du Ying directly holds 1,122,626 ADS.
Ying Du proposes sale of American Depositary Shares. The filing lists multiple proposed dispositions of ADSs on various dates in 2026, with repeated entries of 50,000 shares at stated gross proceeds (examples include $958,155 and $1,034,110). The transactions are reported through a broker and noted as cash settlements.
Zai Lab Ltd Chief Legal Officer Edmondson Frazor Titus III reported an open-market sale of 3,517 American Depositary Shares (ADS) on May 14, 2026 at a price of $20.19 per ADS. Each ADS represents ten Ordinary Shares of Zai Lab.
Following the transaction, he directly holds 19,849 ADS. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2025, indicating the trade was scheduled in advance rather than timed discretionarily.