ZBIO Form 4: Director purchase of 63,158 shares at $19

Rhea-AI Filing Summary

Zenas BioPharma (ZBIO) reported an insider transaction by a director. On October 9, 2025, the reporting person purchased 63,158 shares of common stock at $19 per share, acquired from the issuer pursuant to a Securities Purchase Agreement dated October 7, 2025.

Following the transaction, the filing lists 1,173,395 shares indirectly held through SR One Capital Opportunities Fund I, LP and 1,946,564 shares indirectly held through SR One Capital Fund II Aggregator, LP. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Insider transactions analyst

Routine Form 4 showing an indirect insider purchase at $19.

A director reported buying 63,158 Zenas BioPharma shares at $19 on October 9, 2025, acquired from the issuer under a Securities Purchase Agreement dated October 7, 2025. The filing characterizes holdings as indirect through SR One-affiliated funds.

The report includes large indirect positions: 1,173,395 shares via SR One Capital Opportunities Fund I, LP and 1,946,564 shares via SR One Capital Fund II Aggregator, LP. The filer disclaims beneficial ownership beyond pecuniary interest, a common construct for fund-affiliated directors.

As a standard ownership update, the investment impact is neutral; any market effect depends on future disclosures and holder decisions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nunn Jason Raleigh

(Last) (First) (Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zenas BioPharma, Inc. [ ZBIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/09/2025		P(1)		63,158	A	$19	1,173,395	I	See Note 2(2)
Common Stock								1,946,564	I	See Note 3(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Acquired from the Issuer on October 9, 2025 pursuant to a Securities Purchase Agreement dated October 7, 2025.

2. The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Opportunities Fund I, LP, and a limited partner of SR One Capital Opportunities Partners I, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

3. The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund II Aggregator, LP, and a limited partner of SR One Capital Partners II, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

	/s/ Sasha Keough, attorney-in-fact for Jason R. Nunn	10/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did ZBIO's director report in this Form 4?

A purchase of 63,158 shares of common stock at $19 per share on October 9, 2025.

How were the ZBIO shares acquired?

They were acquired from the issuer pursuant to a Securities Purchase Agreement dated October 7, 2025.

What are the post-transaction indirect holdings listed?

The filing lists 1,173,395 shares via SR One Capital Opportunities Fund I, LP and 1,946,564 shares via SR One Capital Fund II Aggregator, LP.

What is the reporting person's relationship to ZBIO?

The reporting person is a Director.

Does the reporting person claim full beneficial ownership?

No. The filer disclaims beneficial ownership except to the extent of any pecuniary interest.

Is the filing made individually or jointly?

It is filed by one reporting person.