[Form 4] Zenas BioPharma, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider purchase by a director and CEO: The filing shows that on 10/07/2025 the Leon O. Moulder, Jr. Revocable Trust acquired 36,928 shares of Zenas BioPharma common stock at $20.85 per share under a Securities Purchase Agreement. The reporting person, Leon O. Moulder Jr., is listed as the company’s Chief Executive Officer and Chairman and discloses indirect holdings of 1,672,039 shares through Tellus BioVentures LLC and trust holdings noted in the form. The filing includes a disposal of 266,155 shares (nature of that disposition is reported but not further explained here). The report was signed on 10/09/2025.

Insights

Corporate Governance Specialist

Insider accumulation signals alignment but is partly indirect.

The transaction records a trust purchase of 36,928 shares at $20.85, which increases the reporting person’s indirect stake and demonstrates capital deployment by related parties. Holding positions through a trust and an LLC is common for executives; the form discloses 1,672,039 shares tied to Tellus and trust interests, which together represent the bulk of disclosed beneficial ownership.

Key dependencies include the reasons for the matched 266,155 share disposition and whether the purchase was part of a financing round; both items affect interpretation over the next few weeks to months.

Insider Transactions / SEC Compliance Analyst

Filing appears compliant and timely but contains mixed activity.

The form reports acquisition (Code P) by the Trust on 10/07/2025 and properly discloses indirect ownership and the reporting person’s roles. The signature by an attorney-in-fact on 10/09/2025 meets typical execution practice for Section 16 filings.

Material items to watch are confirmation of the Securities Purchase Agreement terms and any additional Form 4s clarifying the 266,155 share disposition; these clarifications could arrive within days if further corporate financings or transfers occurred.

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
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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).

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^*

MOULDER LEON O JR

(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
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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	10/07/2025		P		36,928	A	$20.85(1)	36,928	I	See Footnote(2)
Common Stock								1,672,039	I	See Footnote(3)
Common Stock								266,155	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 7, 2025, the Leon O. Moulder, Jr. Revocable Trust U/A dtd 9/9/2008 (the "Trust"), of which the reporting person is a Trustee, entered into a Securities Purchase Agreement, dated as of October 7, 2025, by and among the Issuer and the investors party thereto, pursuant to which the Trust acquired 36,928 shares of common stock at a purchase price of $20.85 per share.

2. The reporting person is a Trustee of the Trust and may be deemed to have voting and dispositive power over the shares held by the Trust. The reporting person is the Issuer's chief executive officer and Chairman of its board of directors. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The reporting person is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have voting and dispositive power over the shares held by Tellus. The reporting person is the Issuer's chief executive officer and Chairman of its board of directors. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

Chief Executive Officer

	By: /s/ Jeffrey Held, Attorney-in-Fact	10/09/2025
	** Signature of Reporting Person	Date
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