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

Zenas BioPharma (Nasdaq: ZBIO) announced that on April 15, 2026 the company granted an aggregate of 41,475 restricted stock units (RSUs) to newly hired employees as inducement awards under Nasdaq Listing Rule 5635(c)(4).

Rhea-AI Summary

Zenas BioPharma (Nasdaq: ZBIO) announced that on April 15, 2026 the company granted an aggregate of 41,475 restricted stock units (RSUs) to newly hired employees as inducement awards under Nasdaq Listing Rule 5635(c)(4).

The RSUs vest in four equal annual installments on April 15, 2027, April 15, 2028, April 15, 2029 and April 15, 2030, and are subject to continued service and the 2026 Inducement Plan.

Argus Apr 20 session

-4.22% close to close Open Argus

Details

News Market Reaction – ZBIO

In the Apr 20 session, ZBIO declined 4.22%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a routine inducement grant of 41,475 RSUs to new hires under Nasdaq Listin...

Analysis

This announcement details a routine inducement grant of 41,475 RSUs to new hires under Nasdaq Listing Rule 5635(c)(4), vesting in four annual installments through April 15, 2030. It follows larger strategic financings and an effective S-3ASR shelf supporting capital access. Investors may track how ongoing equity compensation, future shelf usage, and prior debt and equity offerings interact with the company’s broader clinical and commercial plans.

Key Figures

Inducement RSUs: 41,475 RSUs Vesting schedule: 4 equal installments Annual vesting rate: 25% per year +1 more

Inducement RSUs

41,475 RSUs

Granted to newly hired employees on April 15, 2026

Vesting schedule

4 equal installments

RSUs vest annually over four years starting April 15, 2027

Annual vesting rate

25% per year

Portion of RSUs vesting each April 15 from 2027–2030

Final vesting date

April 15, 2030

Last tranche of inducement RSUs vests subject to continued service

Historical Context

5 past events · Latest: Mar 27

5 events

1. Mar 27

   Financing priced

   24h Move

   -16.1%

   Pricing of $200M converts and common stock offering totaling $300M gross proceeds.

2. Mar 26

   Financing proposed

   24h Move

   -16.1%

   Announcement of proposed concurrent offerings of convertible notes and common stock.

3. Mar 16

   Inducement grants

   24h Move

   +1.1%

   Inducement equity awards of stock options and RSUs to new employees.

4. Mar 16

   Earnings & update

   24h Move

   -2.1%

   Q4 and 2025 results with positive obexelimab Phase 3 data and new debt facility.

5. Feb 20

   Inducement grants

   24h Move

   +1.0%

   February inducement stock options and RSUs for newly hired employees.

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

Key Terms

restricted stock units, nasdaq listing rule 5635(c)(4), inducement grant, inducement plan

4 terms

restricted stock units financial

"granted an aggregate of 41,475 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

"as an inducement material to such employees’ entry into employment... 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.

inducement grant financial

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

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.

inducement plan financial

"granted pursuant to, and are subject to, the terms and conditions of the Company’s 2026 Inducement Plan"

An inducement plan is a program a company creates to encourage employees or new hires to stay or join by offering special benefits or rewards. It’s like a company giving extra bonuses or perks to persuade someone to choose their job over others, helping the company attract and keep talented workers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WALTHAM, Mass., April 17, 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 April 15, 2026 (the “Grant Date”), the Compensation Committee of the Company’s Board of Directors granted an aggregate of 41,475 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 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 April 15, 2027, April 15, 2028, April 15, 2029 and April 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.

Investor and Media Contact:
Argot Partners
Zenas@argotpartners.com

FAQ

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

What did Zenas BioPharma (ZBIO) grant on April 15, 2026?

The company granted an aggregate of 41,475 RSUs to newly hired employees as inducement awards. According to the company, these RSUs were granted under Nasdaq Listing Rule 5635(c)(4) to recruit new employees.

How do the Zenas (ZBIO) RSUs vest and when are the vesting dates?

The RSUs vest in four equal annual installments of 25% each. According to the company, vesting occurs on April 15 of 2027, 2028, 2029 and 2030, subject to continued service.

Are the Zenas (ZBIO) inducement RSUs conditional on continued employment?

Yes, the inducement RSUs require continued service through each vesting date. According to the company, employees must remain employed with Zenas to earn each 25% annual installment.

Under what plan were Zenas (ZBIO) inducement RSUs granted?

The RSUs were granted pursuant to the company's 2026 Inducement Plan. According to the company, awards are subject to the plan terms and the applicable award agreements.

What rule allows Zenas (ZBIO) to issue inducement RSUs to new hires?

Nasdaq Listing Rule 5635(c)(4) permits issuers to grant inducement awards to new employees. According to the company, the April 15, 2026 grants were made in accordance with that rule.