ZBIO insider purchase; LVPIV acquires 105,265 shares at $19.00

Rhea-AI Filing Summary

Zenas BioPharma (ZBIO) reported insider purchases tied to a private financing. A board member bought 11,990 shares of common stock at $20.85 per share under a Securities Purchase Agreement that closed on October 9, 2025. In the same transaction, Longitude Venture Partners IV, L.P. acquired 105,265 shares at $19.00 per share. Following these trades, the filing lists 11,990 shares held directly, plus 1,832,669 shares held indirectly through LVPIV and 774,530 shares held indirectly through Longitude Prime Fund, L.P., reflecting the reporting person’s beneficial ownership structure.

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^*

ENRIGHT PATRICK G

(Last) (First) (Middle)

C/O ZENAS BIOPHARMA, INC.

1000 WINTER STREET, SUITE 1200

(Street)

WALTHAM MA 02451

(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		105,265	A	$19(1)	1,832,669	I	See Footnote(2)
Common Stock	10/09/2025		P		11,990	A	$20.85(1)	11,990	D
Common Stock								774,530	I	See Footnote(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. On October 7, 2025, the Issuer entered into a Securities Purchase Agreement with certain investors, including the Reporting Person and Longitude Venture Partners IV, L.P. ("LVPIV") pursuant to which the Reporting Person purchased 11,990 shares of common stock at a price per share of $20.85 and LVPIV purchased 105,265 shares of common stock as a price per share of $19.00 (the "Offering"). The Offering closed on October 9, 2025.

2. Shares held by LVPIV. Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Juliet Tammenoms Bakker and the Reporting Person, a member of the board of directors of the Issuer, are the managing members of LCPIV and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, Ms. Bakker and the Reporting Person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.

3. Shares held by Longitude Prime Fund, L.P. ("LPF"). Longitude Prime Partners, LLC ("LPP") is the general partner of LPF and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and the Reporting Person, a member of the board of directors of the Issuer, are the managing members of LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LPP, Ms. Bakker and the Reporting Person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.

	By: /s/ Cristiana Oliveira, attorney-in-fact for Patrick G. Enright	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).
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.

FAQ

What did ZBIO’s director purchase in this filing?

A board member purchased 11,990 shares of common stock at $20.85 per share.

Were other investors involved in the ZBIO transaction?

Yes. Longitude Venture Partners IV, L.P. acquired 105,265 shares at $19.00 per share.

When did the transaction close?

The offering closed on October 9, 2025.

How many shares does the reporting person hold directly after the transaction?

The filing shows 11,990 shares held directly.

What indirect holdings are reported for the ZBIO insider?

The filing lists 1,832,669 shares indirectly via LVPIV and 774,530 shares indirectly via Longitude Prime Fund, L.P.

What agreement governed the purchases?

A Securities Purchase Agreement with certain investors, including the reporting person and LVPIV.