RTW funds report 69.6M Zai Lab (ZLAB) shares beneficially owned

Rhea-AI Filing Summary

RTW Investments and Roderick Wong filed a Schedule 13G reporting beneficial ownership of 69,590,320 ordinary shares of Zai Lab Limited, equal to 6.3% of the class. The ownership is held through RTW-managed funds, with RTW and Dr. Wong sharing voting and dispositive power over these shares.

The percentage is based on 1,105,937,600 ordinary shares outstanding as of October 31, 2025, as disclosed in Zai Lab’s Form 10-Q. The filing notes that each American Depositary Share represents ten ordinary shares and states the position is held in the ordinary course of business, not for the purpose of influencing control of the company.

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Accepted by SEC EDGAR 02/17/2026 - 08:56 AM Learn about SEC filing dates

FAQ

What stake in Zai Lab (ZLAB) does RTW Investments report on this Schedule 13G?

RTW Investments and Roderick Wong report beneficial ownership of 69,590,320 ordinary shares of Zai Lab, representing 6.3% of the outstanding class. The stake is held through RTW-managed funds, with shared voting and dispositive power over the reported shares.

How was RTW’s 6.3% ownership in Zai Lab (ZLAB) calculated?

The 6.3% ownership is calculated using 1,105,937,600 ordinary shares outstanding as of October 31, 2025, as disclosed in Zai Lab’s Form 10-Q. RTW’s reported beneficial ownership of 69,590,320 shares is measured against this outstanding share count.

Who are the reporting persons on the Zai Lab (ZLAB) Schedule 13G filing?

The reporting persons are RTW Investments, LP and Roderick Wong, M.D.. RTW acts as investment adviser to certain funds holding Zai Lab shares, and Dr. Wong is RTW’s Managing Partner and Chief Investment Officer, sharing voting and dispositive power over the reported shares.

Are Zai Lab (ZLAB) American Depositary Shares or ordinary shares reported in this filing?

The filing reports ordinary shares, noting there is no CUSIP for these shares. CUSIP 98887Q104 applies to Zai Lab’s American Depositary Shares (ADSs), and each ADS represents ten ordinary shares, clarifying the relationship between the securities classes.

Is RTW’s Zai Lab (ZLAB) position intended to influence control of the company?

The filing certifies the securities were acquired and held in the ordinary course of business. It states they were not acquired and are not held for the purpose of changing or influencing control of Zai Lab, other than activities tied to certain nomination rules.

Who has the right to dividends or sale proceeds from the Zai Lab (ZLAB) shares reported by RTW?

The filing states that the RTW Funds have the right to receive, or direct the receipt of, dividends and sale proceeds from the reported Zai Lab shares. RTW and Dr. Wong report beneficial ownership through their roles related to these investment funds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Zai Lab Limited

(Name of Issuer)

Ordinary Shares, par value $0.000006 per share

(Title of Class of Securities)

98887Q104

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98887Q104

1

Names of Reporting Persons

RTW Investments, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 69,590,320.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 69,590,320.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

69,590,320.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 98887Q104

1

Names of Reporting Persons

Roderick Wong

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 69,590,320.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 69,590,320.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

69,590,320.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zai Lab Limited
(b)	Address of issuer's principal executive offices: 314 Main Street, 4th Floor, Suite 100, Cambridge, MA, 02142.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to the Ordinary Shares, par value $0.000006 per share (the "Shares") of Zai Lab Limited (the "Issuer") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Ordinary Shares, par value $0.000006 per share
(e)	CUSIP No.: 98887Q104
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: There is no CUSIP number assigned to the Shares. CUSIP number 98887Q104 has been assigned to the American Depositary Shares ("ADSs") of the Issuer. Each ADS represents ten Shares. The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row 11 of each cover page is calculated based upon 1,105,937,600 Shares outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025.
(b)	Percent of class: RTW Investments: 6.3% Dr. Wong: 6.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 69,590,320 Shares Dr. Wong: 69,590,320 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 69,590,320 Shares Dr. Wong: 69,590,320 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	By Roderick Wong, M.D., Managing Partner
Date:	02/17/2026

Roderick Wong

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	02/17/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement