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

Zenas BioPharma (Nasdaq: ZBIO) granted inducement equity awards to newly hired employees under Nasdaq Listing Rule 5635(c)(4).

Rhea-AI Summary

Zenas BioPharma (Nasdaq: ZBIO) granted inducement equity awards to newly hired employees under Nasdaq Listing Rule 5635(c)(4). The June 15, 2026 grants include non-qualified stock options for 100,000 shares at a $18.71 exercise price and 78,075 RSUs, all vesting over four years.

Positive

• Inducement grants total 100,000 stock options and 78,075 RSUs for new hires
• Four-year vesting schedules may support employee retention and long-term focus

Negative

• New equity awards create potential dilution of up to 178,075 shares
• Options have a 10-year term, extending potential dilution window for shareholders

Argus Jun 18 session

+6.46% close to close Open Argus

Details

News Market Reaction – ZBIO

In the Jun 18 session, ZBIO gained 6.46%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +6.5% in the session following this news. A strong positive reaction aligns with ZBI...

Analysis

The stock moved +6.5% in the session following this news. A strong positive reaction aligns with ZBIO’s history of moving on corporate developments, even when news is administrative, such as prior inducement awards. Investors have previously focused on the broader backdrop of obexelimab’s Phase 3 success and the existing capital framework, including an effective shelf and ATM of up to $200,000,000. However, any sharp upside could have been tempered over time by dilution risk from equity programs and by profit-taking after earlier rallies.

Key Figures

Inducement stock options: 100,000 shares Inducement RSUs: 78,075 units Option exercise price: $18.71 per share +5 more

Inducement stock options

100,000 shares

Non-qualified options granted June 15, 2026

Inducement RSUs

78,075 units

Restricted stock units granted to new hires

Option exercise price

$18.71 per share

Equal to ZBIO closing price on June 15, 2026

Option term

10 years

Non-qualified stock option duration

Initial vesting cliff

25% after 1 year

Stock option vesting from employment start date

Monthly vesting installments

36 installments

Remaining stock options vest monthly after first year

RSU vesting schedule

4 equal installments

Annual vesting June 15, 2027–2030

Current share price

$18.19

Price prior to publication, down 2.78% over 24h

Historical Context

5 past events · Latest: Jun 11

5 events

1. Jun 11

   Conference presentation

   24h Move

   +11.5%

   Announcement of management presentation at H.C. Wainwright neuro summit.

2. Jun 02

   Phase 3 data

   24h Move

   +1.6%

   INDIGO Phase 3 trial in IgG4-RD met primary and key secondary endpoints.

3. May 28

   BLA submission

   24h Move

   +2.6%

   BLA filed with FDA for obexelimab in IgG4-RD supported by INDIGO trial.

4. May 19

   Phase 3 update

   24h Move

   +6.5%

   Further disclosure of Phase 3 INDIGO results with strong efficacy and safety.

5. May 18

   Inducement grants

   24h Move

   +6.5%

   RSU inducement awards to new hires under 2026 Inducement Plan.

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

Key Terms

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

4 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 100,000 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 78,075 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.

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.

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WALTHAM, Mass., June 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 June 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 100,000 shares of the Company’s common stock (“Stock Options”) and an aggregate of 78,075 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 $18.71 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 June 15, 2027, June 15, 2028, June 15, 2029 and June 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 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.

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

FAQ

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

What did Zenas BioPharma (ZBIO) announce about inducement grants on June 17, 2026?

Zenas BioPharma announced inducement equity grants for newly hired employees, including stock options and RSUs. According to Zenas, these awards were granted under Nasdaq Listing Rule 5635(c)(4) as material inducements to employment and are issued from the company’s 2026 Inducement Plan.

How many stock options and RSUs did Zenas BioPharma grant as inducement awards?

Zenas BioPharma granted non-qualified stock options for 100,000 shares and 78,075 RSUs. According to Zenas, these awards were provided to new employees as inducement grants, subject to the terms of the 2026 Inducement Plan and individual award agreements.

What is the exercise price and term of Zenas BioPharma’s June 2026 inducement stock options?

The inducement stock options have a $18.71 exercise price and a 10-year term. According to Zenas, the exercise price equals the common stock closing price on June 15, 2026, the grant date approved by the board’s compensation committee.

How do Zenas BioPharma’s inducement stock options granted in June 2026 vest?

The stock options vest over four years with a one-year cliff followed by monthly vesting. According to Zenas, 25% vests on the one-year employment anniversary, and the remaining 75% vests in 36 equal monthly installments, subject to continued service.

What is the vesting schedule for Zenas BioPharma inducement RSUs granted in June 2026?

The RSUs vest in four equal annual installments over four years. According to Zenas, 25% of the RSUs vest on each of June 15, 2027, 2028, 2029, and 2030, contingent on the employees’ continued service with the company.

Under what plan and rule were Zenas BioPharma’s June 2026 inducement grants made?

The inducement grants were made under the 2026 Inducement Plan pursuant to Nasdaq Rule 5635(c)(4). According to Zenas, these awards are subject to the plan’s terms and the applicable award agreements for each participating employee.