Zenas BioPharma Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Zenas BioPharma (Nasdaq: ZBIO) announced inducement grants dated February 17, 2026, awarding newly hired employees 35,700 stock options and 53,625 RSUs. The options carry a $26.77 exercise price, a ten-year term, and multi-year vesting under the company's 2026 Inducement Plan.

Options vest 25% after one year then monthly over three years; RSUs vest in four equal annual installments on Feb 15 each year from 2027–2030.

Key Figures

Stock options granted: 35,700 shares RSUs granted: 53,625 units Option exercise price: $26.77 per share +5 more

8 metrics

Stock options granted 35,700 shares Non-qualified stock options granted as inducement on February 17, 2026

RSUs granted 53,625 units Restricted stock units granted as inducement on February 17, 2026

Option exercise price $26.77 per share Equal to Zenas closing price on the February 17, 2026 grant date

Option term 10 years Non-qualified stock options issued under 2026 Inducement Plan

Vesting schedule 4 years Options and RSUs vest over four years with 25% annual tranches

ATM capacity $200,000,000 At-the-market equity program under October 8, 2025 shelf registration

Price vs 52-week high -39.42% ZBIO trading below 52-week high of $44.60 prior to this news

Price vs 52-week low 342.23% ZBIO above 52-week low of $6.11 prior to this news

Market Reality Check

Price: $25.88 Vol: Volume 182,008 is below t...

low vol

$25.88 Last Close

Volume Volume 182,008 is below the 20-day average of 714,354 (relative volume 0.25). low

Technical Price $27.02 is trading above the 200-day MA at $21.29.

Peers on Argus

Two biotech peers in momentum scanners (e.g., GERN, IOVA) moved down (median abo...

2 Down

Two biotech peers in momentum scanners (e.g., GERN, IOVA) moved down (median about -1.1%), suggesting broader sector dynamics alongside ZBIO’s -3.33% move.

Historical Context

5 past events · Latest: Feb 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 09	Phase 2 results	Positive	+3.1%	Positive Phase 2 MoonStone results for obexelimab in relapsing multiple sclerosis.
Feb 04	Conference participation	Neutral	+4.8%	Announcement of management presentation at Guggenheim Emerging Outlook: Biotech Summit 2026.
Jan 16	Inducement grant	Neutral	+3.6%	Single-employee inducement stock option grant of 100,000 shares under 2026 Inducement Plan.
Jan 05	Phase 3 results	Positive	-51.9%	Positive Phase 3 INDIGO trial results for obexelimab in IgG4-RD with primary endpoint met.
Dec 19	Inducement grants	Neutral	+17.1%	Inducement options totaling 300,000 shares granted to two newly hired employees.

Pattern Detected

Positive clinical data has shown mixed reactions, including one large selloff, while inducement and event-related news have generally coincided with upward moves.

Recent Company History

Over the past few months, Zenas reported multiple positive clinical milestones for obexelimab, including Phase 3 INDIGO data in IgG4-RD and Phase 2 MoonStone results in relapsing multiple sclerosis, plus a planned BLA submission in Q2 2026. The stock reacted positively to several news items, such as inducement grants and conference participation, but sold off sharply (-51.86%) on the otherwise positive INDIGO update. The current inducement grants follow prior awards under the 2026 Inducement Plan, continuing a pattern of equity-based hiring incentives.

Regulatory & Risk Context

Active S-3 Shelf · $200,000,000

Shelf Active

Active S-3 Shelf Registration 2025-10-08

$200,000,000 registered capacity

An effective S-3ASR shelf filed on October 8, 2025 includes an at-the-market program allowing up to $200,000,000 of common stock sales through Jefferies. The shelf has seen at least one usage via a 424B7 prospectus on January 28, 2026, indicating capacity and infrastructure for future registered offerings.

Market Pulse Summary

This announcement details additional equity awards under Zenas’ 2026 Inducement Plan, granting 35,70...

Analysis

This announcement details additional equity awards under Zenas’ 2026 Inducement Plan, granting 35,700 options and 53,625 RSUs with a $26.77 exercise price and four‑year vesting. It continues a pattern of using Nasdaq Listing Rule 5635(c)(4) grants to attract talent, alongside a broader capital structure that includes an effective shelf with a $200,000,000 at‑the‑market program. Investors may monitor future inducement activity, clinical milestones for obexelimab, and any further registered offerings for additional context.

Key Terms

nasdaq listing rule 5635(c)(4), non-qualified stock options, restricted stock units, exercise price, +1 more

5 terms

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Grant”)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

non-qualified stock options financial

"granted non-qualified stock options to purchase an aggregate of 35,700 shares"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

restricted stock units financial

"an aggregate of 53,625 restricted stock units of the Company’s common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

exercise price financial

"The Stock Options have a ten-year term and an exercise price per share of $26.77"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

inducement grant regulatory

"as the “Inducement Grant”). The Stock Options have a ten-year term"

An inducement grant is a stock-based reward given to a new hire—often options or restricted shares—used as a recruiting “signing bonus” to encourage someone to join a company and stay long enough to add value. Investors care because these grants can dilute existing shareholdings, change executive incentives and increase reported compensation costs, so they signal both management priorities and potential impacts on shareholder value.

AI-generated analysis. Not financial advice.

WALTHAM, Mass., Feb. 20, 2026 (GLOBE NEWSWIRE) -- Zenas BioPharma, Inc. (“Zenas” or the “Company”) (Nasdaq: ZBIO), a clinical-stage global biopharmaceutical company committed to being a leader in the development and commercialization of transformative therapies for patients living with autoimmune diseases, today announced that on February 17, 2026 (the “Grant Date”), the Compensation Committee of the Company’s Board of Directors granted non-qualified stock options to purchase an aggregate of 35,700 shares of the Company’s common stock (“Stock Options”) and an aggregate of 53,625 restricted stock units of the Company’s common stock (“RSUs”) to newly hired employees of the Company as an inducement material to such employees’ entry into employment with the Company, in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Grant”).

The Stock Options have a ten-year term and an exercise price per share of $26.77, which is equal to the closing price of Zenas’ common stock on the Grant Date. The Stock Options will vest over a four-year period, with 25% of the shares vesting on the one-year anniversary of each of the employees’ first day of employment with the Company, and thereafter the remainder of the option will vest in 36 equal monthly installments. The RSUs will vest in four (4) equal installments over a four-year period, with vesting as to twenty-five percent (25%) of the RSUs subject to the award on each of February 15, 2027, February 15, 2028, February 15, 2029 and February 15, 2030. Inducement Grants are subject to the employees’ continued service with Zenas through the applicable vesting dates. The Inducement Grants were granted pursuant to, and are subject to, the terms and conditions of the Company’s 2026 Inducement Plan and the applicable award agreement.

About Zenas BioPharma, Inc.
Zenas is a clinical-stage global biopharmaceutical company committed to becoming a leader in the development and commercialization of transformative therapies for patients living with autoimmune diseases. Our core business strategy combines our experienced leadership team with a disciplined product candidate acquisition approach to identify, acquire and develop product candidates globally that we believe can provide superior clinical benefits to patients living with autoimmune diseases. Zenas is advancing two late-stage, potential franchise molecules, obexelimab and orelabrutinib. Obexelimab, Zenas’ lead product candidate, is a bifunctional monoclonal antibody designed to bind both CD19 and FcγRIIb, which are broadly present across B cell lineage, to inhibit the activity of cells that are implicated in many autoimmune diseases without depleting them. We believe that obexelimab’s unique mechanism of action and self-administered, subcutaneous injection regimen may broadly and effectively address the pathogenic role of B cell lineage in chronic autoimmune disease. Orelabrutinib is a potentially best-in-class, highly selective CNS-penetrant, oral, small molecule BTK inhibitor. Orelabrutinib’s mechanism of action targets pathogenic B cells not only in the periphery but also within the CNS. Additionally, it directly modulates macrophages and microglial cells in the CNS, with the potential to address compartmentalized inflammation and disease progression in MS. Zenas’ earlier stage programs include ZB021, a preclinical, potentially best-in-class, oral, IL-17AA/AF inhibitor, and ZB022, a preclinical, potentially best-in-class, oral, brain-penetrant, TYK2 inhibitor. For more information about Zenas BioPharma, please visit https://zenasbio.com/ and follow us on LinkedIn.

The Zenas BioPharma word mark, logo mark, and the “lightning bolt” design are trademarks of Zenas BioPharma, Inc. or its affiliated companies. All rights reserved.

Media Contact:
Argot Partners
Zenas@argotpartners.com

FAQ

What did Zenas BioPharma (ZBIO) grant to new hires on February 17, 2026?

Zenas granted 35,700 non-qualified stock options and 53,625 RSUs to newly hired employees. According to the company, the grants were made as inducements under Nasdaq Rule 5635(c)(4) and are subject to the 2026 Inducement Plan and award agreements.

What are the exercise price and term of the Zenas (ZBIO) stock options granted on Feb. 17, 2026?

The stock options have an exercise price of $26.77 per share and a ten-year term. According to the company, $26.77 equals the closing price on the grant date and options expire ten years from grant absent earlier termination.

How do the Zenas (ZBIO) options and RSUs vest for the new employees?

Options vest 25% after one year, then monthly over the next 36 months; RSUs vest in four equal annual installments. According to the company, vesting is conditioned on continued service and specific anniversary dates for RSU vesting through Feb 15, 2030.

Are the Zenas (ZBIO) inducement grants subject to any plan terms or service conditions?

Yes. The inducement grants are subject to the company's 2026 Inducement Plan and award agreements and require continued employment to vest. According to the company, vesting schedules and plan terms govern forfeiture, exercise rights, and other conditions.

What does the Feb. 17, 2026 inducement grant mean for Zenas (ZBIO) shareholders?

The grants create potential future share issuance if options are exercised and RSUs vest, which can cause modest dilution over time. According to the company, the awards are standard inducements; exact dilution depends on future vesting and option exercises.