NEXTBio funds tied to Zenas BioPharma (ZBIO) director add 25,985 shares

Rhea-AI Filing Summary

Entities associated with Zenas BioPharma director Hongbo Lu reported an open-market purchase of company stock. On February 11, 2026, NEXTBio Master Fund LP or NEXTBio Evergreen LLC bought 25,985 shares of Zenas BioPharma, Inc. common stock at $22.50 per share, in a transaction reported as an indirect holding for Lu.

Following this trade, the filing shows 347,968 shares of Zenas BioPharma common stock beneficially owned indirectly. The footnotes state the shares are held by NEXTBio investment entities and that Lu and related management entities may be deemed indirect beneficial owners, with beneficial ownership disclaimed except for any pecuniary interest.

Insider Trade Summary

Net Buyer: 25,985 shares ($584,663)

Net Buy 1 txn

Insider Lu Hongbo

Role Director

Bought 25,985 shs ($585K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	25,985	$22.50	$585K

Holdings After Transaction: Common Stock — 347,968 shares (Indirect, See footnote)

Footnotes (1)

1. The reported securities are owned directly by NEXTBio Master Fund LP or NEXTBio Evergreen LLC and may be deemed to be indirectly beneficially owned by (i) NEXTBio Capital LLC, the general partner of NEXTBio Master Fund LP (with respect to such securities directly owned by NEXTBio Master Fund LP), (ii) NEXTBio Capital Evergreen GP LLC, the managing member of NEXTBio Evergreen LLC (with respect to such securities directly owned by NEXTBio Evergreen LLC), (iii) NEXTBio Capital Management LP, the investment manager to NEXTBio Master Fund LP and NEXTBio EverGreen LLC, and (iv) Hongbo Lu, a managing member of NEXTBio Capital LLC and NEXTBio Capital Evergreen GP LLC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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^*

Lu Hongbo

(Last) (First) (Middle)

C/O ZENAS BIOPHARMA, INC.

852 WINTER ST., SUITE 250

(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)
02/11/2026

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	02/11/2026		P		25,985	A	$22.5	347,968	I(1)(2)	See footnote(1)(2)

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. The reported securities are owned directly by NEXTBio Master Fund LP or NEXTBio Evergreen LLC and may be deemed to be indirectly beneficially owned by (i) NEXTBio Capital LLC, the general partner of NEXTBio Master Fund LP (with respect to such securities directly owned by NEXTBio Master Fund LP), (ii) NEXTBio Capital Evergreen GP LLC, the managing member of NEXTBio Evergreen LLC (with respect to such securities directly owned by NEXTBio Evergreen LLC), (iii) NEXTBio Capital Management LP, the investment manager to NEXTBio Master Fund LP and NEXTBio EverGreen LLC, and (iv) Hongbo Lu, a managing member of NEXTBio Capital LLC and NEXTBio Capital Evergreen GP LLC.

2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Hongbo Lu, By: /s/ Hongbo Lu	02/13/2026
	** 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.

FAQ

What insider transaction in Zenas BioPharma (ZBIO) is reported in this Form 4?

The filing reports an open-market purchase of 25,985 shares of Zenas BioPharma common stock at $22.50 per share. The shares are held by NEXTBio Master Fund LP or NEXTBio Evergreen LLC and reported as indirectly beneficially owned in connection with director Hongbo Lu.

Who is associated with the Zenas BioPharma (ZBIO) shares bought on February 11, 2026?

The shares are owned directly by NEXTBio Master Fund LP or NEXTBio Evergreen LLC. They may be deemed indirectly beneficially owned by NEXTBio management entities and by Hongbo Lu, a managing member of those entities and a director of Zenas BioPharma.

How many Zenas BioPharma (ZBIO) shares are shown as beneficially owned after the reported trade?

After the February 11, 2026 purchase, the Form 4 reports 347,968 shares of Zenas BioPharma common stock beneficially owned indirectly. This figure reflects holdings attributed through NEXTBio investment entities, rather than direct ownership by director Hongbo Lu personally.

At what price were the Zenas BioPharma (ZBIO) shares purchased in the reported Form 4 transaction?

The open-market purchase was executed at $22.50 per share for Zenas BioPharma common stock. In total, 25,985 shares were acquired at this price by NEXTBio Master Fund LP or NEXTBio Evergreen LLC, as reflected in the insider ownership report.

Does Hongbo Lu claim full beneficial ownership of the Zenas BioPharma (ZBIO) shares in this filing?

No. The filing explicitly states that the reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest. The shares are held by NEXTBio investment entities, with indirect beneficial ownership only potentially attributable.

What role does Hongbo Lu hold at Zenas BioPharma (ZBIO) according to this Form 4?

The Form 4 identifies Hongbo Lu as a director of Zenas BioPharma, Inc. It also notes Lu’s management roles at NEXTBio Capital entities, which are linked to the funds that directly own the reported Zenas BioPharma common stock positions.