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Zenas BioPharma (ZBIO) awards stock options and ESPP shares to officer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zenas BioPharma, Inc. reported that officer Joseph L. Farmer received equity-based compensation. He was granted stock options for 175,000 shares of common stock at an exercise price of $18.71 per share, expiring on June 15, 2036, and acquired 974 shares of common stock through the 2024 Employee Stock Purchase Plan at $13.35 per share.

Positive

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Negative

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Insider Farmer Joseph L
Role See Remarks
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 175,000 $0.00 --
Grant/Award Common Stock 974 $13.35 $13K
Holdings After Transaction: Stock Option (Right to Buy) — 175,000 shares (Direct, null); Common Stock — 974 shares (Direct, null)
Footnotes (1)
  1. Common Stock acquired under Zenas BioPharma, Inc.'s 2024 Employee Stock Purchase Plan on February 5, 2026 in transactions that were exempt under Rule 16b-3(c). The option vests as to 25% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal monthly installments over 36 months thereafter, subject to continued service.
Stock options granted 175,000 options Grant on June 15, 2026 for common stock
Option exercise price $18.71 per share Exercise price of stock options
Option expiration June 15, 2036 Expiration date of granted options
ESPP shares acquired 974 shares Common Stock under 2024 Employee Stock Purchase Plan
ESPP purchase price $13.35 per share Price for ESPP acquisition on February 5, 2026
Common shares held 974 shares Total direct common stock holdings after ESPP purchase
Underlying option shares 175,000 shares Common stock underlying granted options
Employee Stock Purchase Plan financial
"Common Stock acquired under Zenas BioPharma, Inc.'s 2024 Employee Stock Purchase Plan on February 5, 2026"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Rule 16b-3(c) regulatory
"transactions that were exempt under Rule 16b-3(c)"
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
vesting commencement date financial
"the first anniversary of the vesting commencement date"
The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.
equal monthly installments financial
"and as to the remaining shares, in equal monthly installments over 36 months thereafter"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Farmer Joseph L

(Last)(First)(Middle)
C/O ZENAS BIOPHARMA, INC.
852 WINTER ST., SUITE 250

(Street)
WALTHAM MASSACHUSETTS 02451

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Zenas BioPharma, Inc. [ ZBIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock02/05/2026AV974A$13.35974(1)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$18.7106/15/2026A175,000 (2)06/15/2036Common Stock175,000$0175,000D
Explanation of Responses:
1. Common Stock acquired under Zenas BioPharma, Inc.'s 2024 Employee Stock Purchase Plan on February 5, 2026 in transactions that were exempt under Rule 16b-3(c).
2. The option vests as to 25% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal monthly installments over 36 months thereafter, subject to continued service.
Remarks:
President and Chief Operating Officer
By: /s/ Jeffrey Held, Attorney-in-Fact06/17/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Zenas BioPharma (ZBIO) report for Joseph L. Farmer?

Zenas BioPharma reported that officer Joseph L. Farmer received a grant of stock options and ESPP shares. He was awarded options on 175,000 shares and acquired 974 common shares through the company’s 2024 Employee Stock Purchase Plan.

How many stock options did Joseph L. Farmer receive at Zenas BioPharma (ZBIO)?

Joseph L. Farmer received stock options covering 175,000 shares of Zenas BioPharma common stock. These options carry an exercise price of $18.71 per share and expire on June 15, 2036, subject to the vesting schedule described.

What is the exercise price and expiration date of the ZBIO options granted to Joseph L. Farmer?

The options granted to Joseph L. Farmer have an exercise price of $18.71 per share and expire on June 15, 2036. Vesting is staged over four years, beginning one year after the vesting commencement date.

How do the stock options granted to Joseph L. Farmer at Zenas BioPharma (ZBIO) vest?

The options vest 25% of the underlying shares on June 15, 2027, the first anniversary of the vesting commencement date. The remaining shares vest in equal monthly installments over 36 months, contingent on continued service with the company.

What common stock did Joseph L. Farmer acquire under Zenas BioPharma (ZBIO) ESPP?

Joseph L. Farmer acquired 974 shares of Zenas BioPharma common stock under the 2024 Employee Stock Purchase Plan at $13.35 per share. The filing notes these ESPP transactions were exempt under Rule 16b-3(c) of the securities regulations.

How many Zenas BioPharma (ZBIO) shares does Joseph L. Farmer hold after these transactions?

After the reported transactions, Joseph L. Farmer directly holds 974 shares of Zenas BioPharma common stock. He also holds stock options covering 175,000 underlying shares, which may be exercised subject to their terms and vesting schedule.