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Zenas BioPharma Inc. SEC Filings

ZBIO NASDAQ

Welcome to our dedicated page for Zenas BioPharma SEC filings (Ticker: ZBIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Zenas BioPharma, Inc. (Nasdaq: ZBIO) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Zenas is a clinical-stage global biopharmaceutical company focused on therapies for autoimmune diseases, and its filings document key aspects of its business, including stock exchange listing details, financing arrangements, licensing agreements and clinical development updates.

Recent Form 8-K filings describe material events such as the revenue participation and funding agreement with Royalty Pharma related to obexelimab, under which Royalty Pharma will provide up to $300 million in consideration in exchange for specified royalty and revenue participation rights. Other 8-Ks detail the license agreement with InnoCare Pharma granting Zenas exclusive rights to develop, manufacture and commercialize orelabrutinib in the multiple sclerosis field globally and non-oncology indications outside certain territories, as well as rights to ZB021 and ZB022. Additional current reports cover private placement financings, adoption of the 2026 Inducement Plan for equity awards, and press releases furnishing quarterly financial results.

Through this page, users can review how Zenas reports its status as an emerging growth company, its listing of common stock on The Nasdaq Global Select Market under the symbol ZBIO, and the terms of material definitive agreements that shape its capital structure and pipeline strategy. Filings linked here include exhibits such as inducement equity plans, option and restricted stock unit agreements, subscription and registration rights agreements, and revenue participation contracts, which provide further detail on governance and compensation frameworks.

Stock Titan enhances these documents with AI-powered summaries that explain the significance of each filing in clear language. As new 8-Ks, 10-Qs, 10-Ks and other forms become available on EDGAR, they are incorporated so investors can quickly see how developments in obexelimab, orelabrutinib, ZB021 and ZB022, as well as financing and licensing transactions, are reflected in Zenas BioPharma’s official regulatory record.

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Entities associated with Zenas BioPharma director Hongbo Lu reported an open-market purchase of company stock. On February 11, 2026, NEXTBio Master Fund LP or NEXTBio Evergreen LLC bought 25,985 shares of Zenas BioPharma, Inc. common stock at $22.50 per share, in a transaction reported as an indirect holding for Lu.

Following this trade, the filing shows 347,968 shares of Zenas BioPharma common stock beneficially owned indirectly. The footnotes state the shares are held by NEXTBio investment entities and that Lu and related management entities may be deemed indirect beneficial owners, with beneficial ownership disclaimed except for any pecuniary interest.

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Zenas BioPharma, Inc. director Patricia L. Allen reported a series of open‑market purchases of the company’s common stock. On February 12, 2026, she bought 5,000 shares at a weighted average price of $23.77, 5,700 shares at $24.34, and 5,000 shares at $26.50.

On February 13, 2026, she purchased an additional 4,160 shares at $26.36. Following these transactions, she directly owns 19,860 shares of Zenas BioPharma common stock. Some reported prices are weighted averages for multiple trades within ranges from $23.38 up to $24.70 per share.

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Zenas BioPharma, Inc. has amended and restated its Short-Term Incentive Plan, an annual discretionary cash bonus program effective January 1, 2026. The plan allows eligible full- and part-time employees to earn bonuses based on company performance and individual achievement of agreed goals.

The Board of Directors or its committee administers the plan for executives, while the Chief Executive Officer and executive leadership team oversee it for other employees. Awards are subject to Board or administrator approval, must be paid no later than March 15 following each calendar year, require employment through the payment date, and are subject to the company’s incentive compensation recoupment policies.

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FMR LLCZenas Biopharma Inc.7,652,255 shares, representing 14.3% of the outstanding common stock. FMR reports sole voting power over 7,651,279 shares and sole dispositive power over 7,652,255 shares, while Abigail P. Johnson is reported with sole dispositive power over the same 7,652,255 shares. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Zenas. It also notes that one or more other persons have rights to receive dividends or sale proceeds, but no such person holds more than five percent of the class.

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Zenas BioPharma, Inc.’s chief executive officer and chairman, Leon O. Moulder, Jr., purchased 57,000 shares of common stock on February 2, 2026 at a weighted average price of $17.96 per share, in multiple trades between $17.69 and $18.14.

Following this transaction, he directly holds 423,155 common shares. A revocable trust associated with him holds 36,928 shares, and Tellus BioVentures LLC holds 1,672,039 shares; he may be deemed to have voting and dispositive power over these but disclaims beneficial ownership except for his pecuniary interest.

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The company is permitting resale of up to 8,533 shares of its Common Stock held by Crown Helix Strategies Ltd. under this prospectus supplement. These shares were transferred to Crown Helix Strategies Ltd. in December 2025 as part of an internal reorganization involving Crown/Long Short 41 Segregated Portfolio.

The supplement removes Crown/Long Short 41 Segregated Portfolio as a selling stockholder and adds Crown Helix Strategies Ltd. instead, without changing any other selling stockholders. Shares of Common Stock outstanding were 53,679,166 as of October 31, 2025; this is a baseline figure, not the amount being offered.

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Zenas BioPharma, Inc.Leon O. Moulder, Jr., together with Tellus BioVentures, LLC and the Leon O. Moulder, Jr. Revocable Trust, report beneficial ownership of 2,806,792 shares of common stock, or 5.159% of the class, including options exercisable within 60 days of January 7, 2026.

The filing attributes 1,672,039 shares (or 3.1%) to Tellus and 36,928 shares (or 0.1%) to the Trust, with Mr. Moulder having voting and dispositive power over these entities’ holdings. The Trust purchased 36,928 PIPE shares at $20.85 per share for a total of $769,948.80 in an October 2025 private placement, and Mr. Moulder individually bought an additional 100,000 shares in open‑market transactions between January 7 and January 9, 2026 at prices ranging from $15.82 to $16.87 per share.

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Zenas BioPharma, Inc. chief executive officer and chairman Leon O. Moulder Jr. reported open‑market purchases of the company’s common stock. On January 7, 2026, he bought 50,000 shares at a weighted average price of $16.38 per share, followed by 30,000 shares at $16.30 on January 8 and 20,000 shares at $16.55 on January 9. After these transactions, he directly holds 366,155 common shares.

The prices reported are weighted averages, with individual trades executed within disclosed ranges for each day. In addition to his direct holdings, 36,928 shares are held by the Leon O. Moulder, Jr. Revocable Trust, where he serves as trustee, and 1,672,039 shares are held by Tellus BioVentures LLC, where he is the managing member. He may be deemed to have voting and dispositive power over those indirect holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.

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Zenas BioPharma, Inc. reported that its board approved a new 2026 Inducement Plan, allowing the company to grant equity-based awards covering up to 1,000,000 shares of its common stock. These awards, which can include non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards, are intended as hiring inducements for new employees or those rehired after a bona fide break in service at the company or its subsidiaries.

The company adopted the plan without a stockholder vote in reliance on Nasdaq Listing Rule 5635(c)(4), which permits inducement grants outside stockholder-approved plans under specific conditions. Standard form agreements for stock options and restricted stock units, including global versions, will be used to document awards made under this 2026 Inducement Plan.

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Zenas BioPharma (ZBIO) reported a wider quarterly loss and added new financing. For Q3 2025, net loss was $51.5 million, driven by research and development of $34.4 million, general and administrative of $13.2 million, and $5.0 million of acquired in‑process R&D. Year‑to‑date, revenue was $10.0 million from a Zai Lab upfront payment, while the net loss reached $137.3 million.

Cash, cash equivalents and investments were $301.6 million as of September 30, 2025. The company entered a Royalty Pharma agreement, receiving $75.0 million upfront tied to future obexelimab economics, recorded as a $73.0 million royalty obligation with a 30.7% effective interest rate. Operating cash outflow was $119.9 million for the first nine months.

Management disclosed substantial doubt about continuing as a going concern. They expect existing liquidity plus a $120.0 million PIPE received in October 2025 to fund operations into the fourth quarter of 2026, but not for at least twelve months from the financial statement issuance date. Shares outstanding were 42.2 million as of September 30, 2025; total assets were $322.0 million and stockholders’ equity was $196.4 million.

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FAQ

What is the current stock price of Zenas BioPharma (ZBIO)?

The current stock price of Zenas BioPharma (ZBIO) is $24.5 as of March 12, 2026.

What is the market cap of Zenas BioPharma (ZBIO)?

The market cap of Zenas BioPharma (ZBIO) is approximately 1.4B.

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ZBIO Stock Data

1.36B
39.38M
Biotechnology
Pharmaceutical Preparations
Link
United States
WALTHAM

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