Zenas BioPharma (ZBIO) director awarded 18,500 options at $18.71

Rhea-AI Filing Summary

Zenas BioPharma, Inc. reported a Form 4 showing director James P. Boylan received a grant of stock options covering 18,500 shares of common stock at an exercise price of $18.71 per share. These options were awarded as compensation rather than through an open-market purchase.

The option vests as to 100% of the underlying 18,500 shares on June 15, 2027, subject to Boylan’s continued service. The options expire on June 15, 2036, providing a long exercise window. The filing notes Boylan holds the option for the benefit of Enavate Sciences, L.P. and disclaims beneficial ownership except for any pecuniary interest. Following this grant, 18,500 derivative securities are reported as held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Boylan James P

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	18,500	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 18,500 shares (Direct, null)

Footnotes (1)

1. The option vests as to 100% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, subject to continued service. The reporting person holds the stock option, and the shares underlying the option, for the benefit of Enavate Sciences, L.P. Accordingly, the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any.

Key Figures

Option grant size: 18,500 options Exercise price: $18.71 per share Underlying shares: 18,500 shares +3 more

6 metrics

Option grant size 18,500 options Stock Option (Right to Buy) awarded to James P. Boylan

Exercise price $18.71 per share Conversion or exercise price of the stock option

Underlying shares 18,500 shares Common Stock underlying the option

Vesting date June 15, 2027 100% of underlying shares vest on this date, subject to continued service

Expiration date June 15, 2036 Option expiration for the 18,500-share grant

Post-grant derivative holdings 18,500 options Total derivative securities reported following the transaction

Key Terms

Stock Option (Right to Buy), beneficial ownership, pecuniary interest, vesting commencement date, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

beneficial ownership financial

"the reporting person disclaims beneficial ownership of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein, if any"

vesting commencement date financial

"the first anniversary of the vesting commencement date, subject to continued service"

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.

continued service financial

"on June 15, 2027, the first anniversary of the vesting commencement date, subject to continued service"

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Boylan James P

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option (Right to Buy)	$18.71	06/15/2026		A		18,500		(1)	06/15/2036	Common Stock	18,500	$0	18,500	D(2)

Explanation of Responses:

1. The option vests as to 100% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, subject to continued service.

2. The reporting person holds the stock option, and the shares underlying the option, for the benefit of Enavate Sciences, L.P. Accordingly, the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any.

	By: /s/ Jeffrey Held, Attorney-in-Fact	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Zenas BioPharma (ZBIO) report for James P. Boylan?

Zenas BioPharma reported that director James P. Boylan received a grant of stock options for 18,500 shares of common stock. The options are a compensation-related award, not an open-market purchase or sale, and give him the right to buy shares at a fixed exercise price.

What are the key terms of the 18,500 Zenas BioPharma stock options granted to James P. Boylan?

The grant covers 18,500 options to buy Zenas BioPharma common stock at an exercise price of $18.71 per share. The options were issued at no upfront cost and represent a derivative security rather than currently owned shares of common stock.

When do James P. Boylan’s Zenas BioPharma (ZBIO) options vest and expire?

The options vest as to 100% of the 18,500 underlying shares on June 15, 2027, subject to Boylan’s continued service. They have an expiration date of June 15, 2036, giving a nine-year window after vesting to exercise the award.

Who benefits from James P. Boylan’s Zenas BioPharma stock option grant reported on Form 4?

The filing states Boylan holds the stock option, and underlying shares, for the benefit of Enavate Sciences, L.P. He disclaims beneficial ownership of the securities except to the extent of any pecuniary interest, meaning economic benefit, he may have in the position.

Is the Zenas BioPharma Form 4 for James P. Boylan a buy or sell transaction?

The Form 4 reflects an acquisition of derivative securities through a stock option grant, coded as an A transaction. It is a grant or award of options, not an open-market buy or sell of Zenas BioPharma common shares, and is categorized as a compensation event.