Edmondson Frazor Titus III 4
4 · Zai Lab Ltd · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Zai Lab (ZLAB) CLO Edmondson Titus Exercises Awards, Sells 4,194 ADS
What Happened
- Edmondson Frazor Titus III, Chief Legal Officer of Zai Lab Ltd (ticker: ZLAB), converted/exercised a total of 22,290 derivative awards (ADSs) on April 1–2, 2026 and completed an open‑market sale of 4,194 ADSs at $20.39 each for proceeds of $85,516.
- On March 4, 2026 the filing also reports a performance‑based award confirmation of 11,924 PSUs (recorded as an award/derivative); these PSUs were confirmed as earned but vest in full on March 12, 2028 (per footnote).
Key Details
- Transaction dates and price: exercises/conversions on 2026-04-01 and 2026-04-02; open‑market sale on 2026-04-02 at $20.39 per ADS (total $85,516).
- Instruments: ADSs reported (1 ADS = 10 ordinary shares of the issuer; ADSs and ordinary shares are fungible). Several entries are derivative conversions/vests (Form 4 code M/A).
- Tax withholding/automatic sale: filing notes that some ADSs resulting from vesting were automatically sold to cover taxes.
- PSUs: 11,924 PSUs were confirmed on 2026-03-04 and are scheduled to vest March 12, 2028, subject to continuous service.
- Shares owned after transaction: not specified in the provided filing details.
- Filing date and timeliness: Form 4 filed 2026-04-03 covering transactions on Apr 1–2, 2026; this appears to have been filed within the usual two‑business‑day window.
Context
- Derivative explanation: the M/A entries reflect exercises or conversions of equity awards (RSUs/PSUs) into ADSs; $0.00 disposition entries indicate conversion/settlement events rather than cash purchases.
- Sale vs. signal: the open‑market sale and automatic tax withholding sales are typically routine (tax/settlement related) rather than a straightforward “insider bearish” purchase/sale signal.
- PSUs are performance‑based awards and do not deliver shares until vesting conditions and service requirements are met.
Insider Transaction Report
Form 4
Zai Lab LtdZLAB
Edmondson Frazor Titus III
Chief Legal Officer
Transactions
- Exercise/Conversion
American Depositary Shares
[F1][F2][F3]2026-04-01+2,671→ 9,165 total - Exercise/Conversion
American Depositary Shares
[F1][F2][F3]2026-04-01+830→ 9,995 total - Exercise/Conversion
American Depositary Shares
[F1][F2][F3]2026-04-01+13,758→ 23,753 total - Exercise/Conversion
American Depositary Shares
[F1][F2][F3]2026-04-02+5,031→ 28,784 total - Sale
American Depositary Shares
[F1][F4]2026-04-02$20.39/sh−4,194$85,516→ 24,590 total - Award
Performance-Based Share Units
[F5][F6][F1]2026-03-04+11,924→ 11,924 total→ American Depositary Shares (11,924 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F7][F1]2026-04-01−2,671→ 2,671 total→ American Depositary Shares (2,671 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F8][F1]2026-04-01−830→ 0 total→ American Depositary Shares (830 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F9][F1]2026-04-01−13,758→ 27,516 total→ American Depositary Shares (13,758 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F10][F1]2026-04-02−5,031→ 5,032 total→ American Depositary Shares (5,031 underlying)
Footnotes (10)
- [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.
- [F10]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.
- [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]Each performance-based share unit ("PSU") represents a contingent right to receive one ADS.
- [F6]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 11,924 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service.
- [F7]The RSUs vest in equal annual installments over five years beginning on 04/01/2023, 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.
- [F8]The RSUs vested in equal annual installments over five years beginning on 04/01/2022, 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.
- [F9]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.
Signature
/s/ Bruce Blefeld, Attorney-in-Fact|2026-04-03