Smiley Joshua L 4

4 · Zai Lab Ltd · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Zai Lab (ZLAB) President Joshua Smiley Sells 1,966 ADS

What Happened

Joshua L. Smiley, President and Chief Operating Officer of Zai Lab (ZLAB), reported a small open‑market sale and several equity awards/conversions. On 2026-03-13 he sold 1,966 American Depositary Shares (ADSs) at $18.63 per ADS for total proceeds of $36,623. On 2026-03-04 he was granted RSU awards totaling 137,733 ADSs (103,950 ADSs and 33,783 ADSs) at $0.00 (restricted/derivative awards). On 2026-03-12 there are entries showing a conversion/exercise of 6,388 derivative units and a contemporaneous disposition of 6,388 ADSs (reported at $0.00), which the filing notes are related to tax withholding/automatic sale upon vesting.

Key Details

Transaction dates and prices:
- 2026-03-04: Grants/awards — 103,950 ADSs and 33,783 ADSs (RSUs), $0.00 reported (derivative awards).
- 2026-03-12: Exercise/conversion of 6,388 derivative units (reported acquisition) and disposition of 6,388 ADSs at $0.00 (tax withholding/sale).
- 2026-03-13: Open-market sale — 1,966 ADSs at $18.63 each, proceeds $36,623.
Footnotes of note:
- Each ADS represents 10 ordinary shares (F1).
- RSUs represent a contingent right to receive one ADS and vest per schedules (F2, F3, F6, F7).
- Some ADSs were sold automatically to cover taxes upon vesting (F4).
- Vesting schedules: some awards vest in equal annual installments over four years beginning 03/04/2027 (F5/F6); another RSU grant vests beginning 03/12/2026 (F7).
Shares owned after the transactions are not specified in the summary provided in this prompt.
Filing: Form 4 filed 2026-03-16 for report period 2026-03-04. The filing appears to be within required Form 4 timing for the reported transaction dates.

Context

These RSU grants are restricted awards (not open‑market purchases) and vest over multiple years; they do not reflect an immediate cash purchase. The 6,388‑share conversion/disposition appears tied to vesting/tax withholding (automatic sale), per filing footnotes — this is a common administrative step and not necessarily an investment signal. The small open‑market sale (1,966 ADSs, ~$36.6k) is modest relative to the aggregate grants and is factual reporting of insider activity.

Form 4

Period: 2026-03-04

See Remarks

Transactions

Exercise/Conversion
American Depositary Shares
[F1][F2][F3]
2026-03-12+6,388→ 92,992 total
Sale
American Depositary Shares
[F1][F4]
2026-03-13$18.63/sh−1,966$36,623→ 91,026 total
Award
Stock Options (Right to Buy)
[F5][F1]
2026-03-04+103,950→ 103,950 total
Exercise: $19.27Exp: 2036-03-04→ American Depositary Shares (103,950 underlying)
Award
Restricted Share Units
[F3][F6][F1]
2026-03-04+33,783→ 33,783 total
→ American Depositary Shares (33,783 underlying)
Exercise/Conversion
Restricted Share Units
[F3][F7][F1]
2026-03-12−6,388→ 19,165 total
→ American Depositary Shares (6,388 underlying)

Footnotes (7)

[F1]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.
[F2]ADSs acquired upon vesting of Restricted Share Units ("RSUs").
[F3]Each RSU represents a contingent right to receive one ADS.
[F4]These ADSs were sold automatically to cover taxes upon vesting of RSUs.
[F5]The option vests in equal annual installments over four years beginning on 03/04/2027, the first anniversary of the date of grant, subject to continuous service.
[F6]The RSUs vest in equal annual installments over four years beginning on 03/04/2027, 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.
[F7]The RSUs vest in equal annual installments over four years beginning on 03/12/2026, 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.

Signature

/s/ Bruce Blefeld, Attorney-in-Fact|2026-03-16

1 file