FMR LLC and Abigail P. Johnson reported their beneficial ownership of Zai Lab Ltd common stock on an amended Schedule 13G. They disclosed beneficial ownership of 43,535,993 shares, representing 3.9% of the outstanding common stock as of December 31, 2025.
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FMR LLC and Abigail P. Johnson reported their beneficial ownership of Zai Lab Ltd common stock on an amended Schedule 13G. They disclosed beneficial ownership of 43,535,993 shares, representing 3.9% of the outstanding common stock as of December 31, 2025.
FMR LLC reported sole voting and dispositive power over these shares, while Abigail P. Johnson reported sole dispositive power but no voting power. The securities are described as being held in the ordinary course of business, without the purpose or effect of changing or influencing control of Zai Lab.
FAQ
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What ownership stake in Zai Lab (ZLAB) did FMR LLC report?
FMR LLC reported beneficial ownership of 43,535,993 Zai Lab common shares, equal to 3.9% of the class. This stake reflects holdings as of December 31, 2025 and is reported on an amended Schedule 13G/A as institutional, non‑control-oriented ownership.
How many Zai Lab (ZLAB) shares does Abigail P. Johnson beneficially own?
Abigail P. Johnson is reported as beneficially owning 43,535,993 Zai Lab common shares, or 3.9% of the class. She has sole dispositive power over these shares but no voting power, according to the Schedule 13G/A disclosure.
Does FMR LLC have voting power over its Zai Lab (ZLAB) holdings?
Yes. FMR LLC reported sole voting power over 43,535,993 Zai Lab common shares. The filing shows zero shared voting power and the same 43,535,993 shares under sole dispositive power, indicating centralized authority within FMR for voting and disposition decisions.
Is FMR LLC’s Zai Lab (ZLAB) position above the 5% ownership threshold?
No. FMR LLC’s beneficial ownership is reported at 3.9% of Zai Lab’s common stock. The filing explicitly notes ownership of 43,535,993 shares and indicates it falls under “Ownership of 5 percent or less of a class.”
Are others entitled to dividends or sale proceeds from FMR’s Zai Lab (ZLAB) shares?
Yes. One or more other persons have rights to dividends or sale proceeds from these Zai Lab shares. However, no single such person has an interest relating to more than 5% of the total outstanding common stock, according to the ownership statement.
What does the Schedule 13G/A say about FMR’s intent regarding control of Zai Lab (ZLAB)?
The securities are stated as acquired and held in the ordinary course of business, not to change or influence control. The certification confirms they are not held in connection with any control-related transaction, aside from activities tied to nomination rules mentioned.
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
G9887T116
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
43535993.00
(b)
Percent of class:
3.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
43535993.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of ZAI LAB LTD. No one other person's interest in the COMMON STOCK of ZAI LAB LTD is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
02/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
02/04/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
