Zenas BioPharma (ZBIO) affiliate plans August 2026 share sale

Rhea-AI Filing Summary

Zenas BioPharma, Inc. (ZBIO) received a Rule 144 notice indicating that Zebra Aggregator, an affiliate, plans to sell up to 1,000,000 shares of Zenas common stock through J.P. Morgan Securities LLC. The filing lists an aggregate market value for the proposed sale of $31,910,000 and states that Zenas had 65,176,723 shares outstanding. The notice identifies a listed sale date of August 19, 2026. The common shares to be sold were acquired from the issuer for cash on November 1, 2022 in connection with a Series B transaction.

Key Figures

Shares proposed to be sold: 1,000,000 shares Aggregate market value of proposed sale: $31,910,000 Shares outstanding: 65,176,723 shares +2 more

5 metrics

Shares proposed to be sold 1,000,000 shares Maximum number of Zenas common shares covered by the Rule 144 notice

Aggregate market value of proposed sale $31,910,000 Aggregate market value for the 1,000,000 shares listed in the filing

Shares outstanding 65,176,723 shares Zenas BioPharma common shares outstanding as referenced in the Form 144

Shares acquired in Series B 1,206,353 shares Common shares acquired from the issuer on 11/01/2022 for cash in a Series B

Listed sale date 08/19/2026 Date of proposed sale for the Rule 144 disposition

Key Terms

Rule 144, affiliate, attorney-in-fact, Series B

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

affiliate regulatory

"Name of Person for Whose Account the Securities are To Be Sold | Zebra Aggregator, Affiliate"

attorney-in-fact regulatory

"J.P. Morgan Securities LLC as agent and attorney-in-fact for Zebra Aggregator"

An attorney-in-fact is the person or entity given legal authority through a power of attorney to act on behalf of another for specific tasks, such as signing documents, voting shares, or handling transactions. For investors, this matters because it lets a trusted representative make timely decisions or complete paperwork when the owner cannot, much like handing keys to someone to run errands on your behalf—so checks on scope and limits of that authority are important.

Series B financial

"Common | 11/01/2022 | Series B | Issuer | | | 1206353"

A Series B is a later-stage private funding round where a growing company raises new capital from investors in exchange for ownership shares. It typically comes after early rounds and is meant to finance expansion—think of moving from a neighborhood shop to a regional chain—so it affects the company’s reported value and how much existing owners are diluted. Investors use a Series B as a signal that the business has proven demand and is preparing for bigger growth, which helps assess risk and potential return.

FAQ

What is Zenas BioPharma (ZBIO) disclosing in this Form 144 filing?

The filing reports a planned Rule 144 sale by an affiliate, Zebra Aggregator, of up to 1,000,000 shares of Zenas BioPharma common stock through J.P. Morgan Securities LLC, with a listed sale date of August 19, 2026.

How many Zenas BioPharma (ZBIO) shares are proposed to be sold and at what market value?

The notice covers up to 1,000,000 common shares of Zenas BioPharma, with an aggregate market value of $31,910,000 based on the price information provided in the Rule 144 filing.

Who is selling Zenas BioPharma (ZBIO) shares under this Rule 144 notice?

The planned sale is for the account of Zebra Aggregator, identified as an affiliate, with J.P. Morgan Securities LLC signing the notice as agent and attorney-in-fact for Zebra Aggregator.

When and how were the Zenas BioPharma (ZBIO) shares to be sold originally acquired?

The common shares to be sold were acquired on November 1, 2022 from the issuer in connection with a Series B transaction, and the consideration listed in the filing is cash.

How many Zenas BioPharma (ZBIO) shares were outstanding as referenced in the Form 144?

The Form 144 states that Zenas BioPharma had 65,176,723 shares outstanding of common stock, providing context for the size of the 1,000,000-share proposed Rule 144 sale.

On what date is the Rule 144 sale of Zenas BioPharma (ZBIO) shares listed to occur?

The filing lists a sale date of August 19, 2026 on the Rule 144 form for the proposed disposition of up to 1,000,000 Zenas BioPharma common shares by Zebra Aggregator.

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

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Available on EDGAR 08/19/2026 - 04:16 PM Accepted by SEC EDGAR 08/19/2026 - 04:15 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002037042
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	ZENAS BIOPHARMA INC
SEC File Number	001-42270
Address of Issuer	852 WINTER STREET, SUITE 250 WALTHAM MA MASSACHUSETTS 02451
Phone	857-271-2954
Name of Person for Whose Account the Securities are To Be Sold	Zebra Aggregator, LP
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Affiliate

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	J.P. Morgan Securities LLC 270 Park Avenue 10th Floor New York NY 10017	1000000	31910000	65176723	08/19/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/01/2022	Series B	Issuer			1206353	11/01/2022	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	08/19/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ J.P. Morgan Securities LLC as agent and attorney-in-fact for Zebra Aggregator, LP
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)