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

Zenas BioPharma issued stock options and RSUs as employment inducement awards under its 2026 Inducement Plan and Nasdaq rules.

Rhea-AI Summary

Zenas BioPharma (ZBIO) granted equity awards to new employees on September 15, 2026 under Nasdaq Listing Rule 5635(c)(4).

The awards comprise non-qualified stock options for an aggregate 53,700 common shares and 98,900 restricted stock units as inducements to join the company. The options have a ten-year term with an exercise price of $31.93, equal to the Grant Date closing price. Option vesting occurs over four years, with 25% after one year of employment and the balance in 36 equal monthly installments. RSUs vest in four equal annual installments on September 15 of 2027, 2028, 2029 and 2030, subject to continued service and the terms of the 2026 Inducement Plan and award agreements.

Market Context

On Jul 17, a comparable inducement-grant announcement was followed by a 3.96% 24-hour gain; the curr...

Analysis

On Jul 17, a comparable inducement-grant announcement was followed by a 3.96% 24-hour gain; the current notice uses the same 2026 Inducement Plan and expands the disclosed award mix.

Key Figures

Stock options: 53,700 shares Restricted stock units: 98,900 RSUs Option exercise price: $31.93 per share +3 more

Stock options

53,700 shares

Inducement grants dated September 15, 2026

Restricted stock units

98,900 RSUs

Inducement grants dated September 15, 2026

Option exercise price

$31.93 per share

Equal to the closing price on the grant date

Option term

10 years

Stock options

Option vesting period

Four years

25% after one year, then 36 equal monthly installments

RSU vesting dates

September 15, 2027, 2028, 2029 and 2030

Four equal installments

Historical Context

2 past events · Latest: Aug 18

2 events

1. Aug 18

   Inducement grants

   24h Move

   -2.1%

   Comparable inducement awards under the same 2026 Inducement Plan were disclosed.

2. Jul 17

   Inducement grants

   24h Move

   +4.0%

   Comparable inducement awards under the same 2026 Inducement Plan were disclosed.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-qualified stock options, restricted stock units, nasdaq listing rule 5635(c)(4)

3 terms

non-qualified stock options financial

"granted non-qualified stock options to purchase an aggregate of 53,700 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 98,900 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.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)"

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.

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WALTHAM, Mass., Sept. 18, 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 and inflammatory diseases, today announced that on September 15, 2026 (the “Grant Date”), the Compensation Committee of the Company’s Board of Directors granted non-qualified stock options to purchase an aggregate of 53,700 shares of the Company’s common stock (“Stock Options”) and an aggregate of 98,900 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 $31.93, 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 September 15, 2027, September 15, 2028, September 15, 2029 and September 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 focused on the development and commercialization of therapies for autoimmune diseases and inflammatory conditions. Zenas combines our experienced leadership team with a disciplined global product candidate acquisition approach to identify, acquire and develop product candidates with the potential to deliver clinically meaningful benefits to patients. 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 CD19 and FcγRIIb to inhibit the activity of B cells implicated in many autoimmune diseases without depleting them. Zenas believes that the unique mechanism of action of obexelimab and its self-administered, subcutaneous injection regimen may enable sustained control across multiple chronic autoimmune diseases. 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 novel, potentially best-in-class, oral, IL-17AA/AF inhibitor, ZB022, a preclinical, potentially best-in-class, oral, brain-penetrant, TYK2 inhibitor, and ZB014, a preclinical, half-life extended anti-CD19 and FcγRIIb monoclonal antibody. 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.

Contacts:

Investors:
Argot Partners
Zenas@argotpartners.com

Media:
Kristin Ainsworth
SVP, U.S. Commercial Strategy & Corporate Affairs
612.839.6748

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What types and amounts of equity did Zenas grant as inducement awards?

Zenas granted non-qualified stock options to purchase an aggregate of 53,700 common shares and an aggregate of 98,900 restricted stock units. These awards were made to newly hired employees as inducements material to their entry into employment.

What are the key terms of the stock options, including exercise price and term?

The stock options have a ten-year term and an exercise price of $31.93 per share, which equals the closing price of Zenas common stock on the September 15, 2026 Grant Date.

How do the vesting schedules differ for stock options and RSUs?

The stock options vest over four years, with 25% of the shares vesting on the one-year anniversary of each employee’s first day of employment and the remaining shares vesting in 36 equal monthly installments thereafter. The RSUs vest in four equal installments on September 15, 2027, 2028, 2029 and 2030, in each case subject to the employee’s continued service.

Under what plan and conditions were these inducement grants made?

The inducement grants were made in accordance with Nasdaq Listing Rule 5635(c)(4) and were issued under Zenas’ 2026 Inducement Plan. Vesting for both stock options and RSUs is conditioned on the employees’ continued service with Zenas through the applicable vesting dates and the terms of the relevant award agreements.