Chen Yajing 4
4 · Zai Lab Ltd · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Zai Lab (ZLAB) CFO Chen Yajing Sells 5,199 ADS
What Happened
- Chen Yajing, Chief Financial Officer of Zai Lab Ltd (ZLAB), had a mix of derivative conversions/vestings and an open-market sale. On April 1–2, 2026 she converted/exercised derivative awards that resulted in ADS being issued (record shows conversions of 1,500; 13,758; and 2,500 ADS). On March 4, 2026 performance-based awards representing 11,924 ADSs were confirmed. On April 2, 2026 she sold 5,199 ADS in the open market at $20.39 each, generating proceeds of $106,008.
- The filings show these instrument conversions/vestings and an open-market sale; footnotes indicate some ADS were sold automatically to cover taxes upon vesting (i.e., withholding/sale to satisfy tax obligations) and that PSUs were confirmed but vest on a later date subject to service.
Key Details
- Transaction dates and prices:
- Mar 4, 2026: PSUs representing 11,924 ADS confirmed (no cash paid) (F6).
- Apr 1, 2026: conversions/exercises recorded for 1,500 ADS and 13,758 ADS (derivative conversions/exercises).
- Apr 2, 2026: conversion/exercise recorded for 2,500 ADS; open-market sale of 5,199 ADS at $20.39 each for $106,008 (gross).
- Shares owned after transaction: Not specified in the provided excerpt — see the full Form 4 for total post-transaction holdings.
- Notable footnotes:
- F1: Each ADS = 10 ordinary shares; reporting is in ADSs.
- F2–F4, F7–F9: RSUs/PSUs mechanics — RSUs deliver ADSs on vesting; some ADSs sold automatically to cover tax withholding (F4).
- F6: PSUs were confirmed on Mar 4, 2026 for 11,924 ADS but vest in full on Mar 12, 2028 subject to continuous service.
- Filing timeliness: Form 4 was filed Apr 3, 2026 covering transactions from Mar 4 and Apr 1–2. The Mar 4 confirmation reported nearly a month later, which is outside the typical 2-business-day Form 4 window; investors may want to review the filing for any company explanation.
Context
- Derivative explanation: "M" entries denote exercise/conversion of derivative awards (e.g., RSUs/PSUs converting into ADS). Some shares were delivered and some were sold automatically to cover taxes (a common, non-market-timing-driven sale).
- Interpretation for investors: The visible sale (5,199 ADS for ~$106k) appears tied to tax-withholding/settlement rather than a disclosed discretionary open-market sale for investment reasons. PSUs confirmed do not equal immediately vested/delivered shares (vesting subject to future dates and service).
Insider Transaction Report
Form 4
Zai Lab LtdZLAB
Chen Yajing
Chief Financial Officer
Transactions
- Exercise/Conversion
American Depositary Shares
[F1][F2][F3]2026-04-01+1,500→ 21,499 total - Exercise/Conversion
American Depositary Shares
[F1][F2][F3]2026-04-01+13,758→ 35,257 total - Exercise/Conversion
American Depositary Shares
[F1][F2][F3]2026-04-02+2,500→ 37,757 total - Sale
American Depositary Shares
[F1][F4]2026-04-02$20.39/sh−5,199$106,008→ 32,558 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]2026-04-01−1,500→ 1,500 total→ American Depositary Shares (1,500 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F8][F1]2026-04-01−13,758→ 27,516 total→ American Depositary Shares (13,758 underlying) - Exercise/Conversion
Restricted Share Units
[F3][F9][F1]2026-04-02−2,500→ 2,500 total→ American Depositary Shares (2,500 underlying)
Footnotes (9)
- [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]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 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.
- [F9]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.
Signature
/s/ Bruce Blefeld, Attorney-in-Fact|2026-04-03