Director-linked fund buys 3,768 Zenas BioPharma shares

Zenas BioPharma director-affiliated investment funds made an open-market purchase of 3,768 shares of common stock at $18.63 per share.

Accepted by SEC EDGAR 04/02/2026 - 05:02 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Zenas BioPharma director-affiliated investment funds made an open-market purchase of 3,768 shares of common stock at $18.63 per share. After this transaction, entities associated with Hongbo Lu indirectly held 426,736 shares. The filing notes these securities are owned directly by NEXTBio funds, and Lu disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

Net Buyer: 3,768 shares

Net Buy 1 txn

Insider Lu Hongbo

Role Director

Bought 3,768 shs ($70K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	3,768	$18.63	$70K

Holdings After Transaction: Common Stock — 426,736 shares (Indirect, See footnote)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

Shares purchased: 3,768 shares Purchase price: $18.63 per share Indirect holdings after transaction: 426,736 shares +1 more

4 metrics

Shares purchased 3,768 shares Open-market purchase of common stock

Purchase price $18.63 per share Price for the 3,768-share open-market buy

Indirect holdings after transaction 426,736 shares Total Zenas BioPharma common stock indirectly held post-transaction

Net buy shares 3,768 shares Net insider buying in this Form 4

Key Terms

open-market purchase, indirect beneficial ownership, pecuniary interest, Section 16, +1 more

5 terms

open-market purchase financial

"transaction_action: "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

indirect beneficial ownership financial

"may be deemed to be indirectly beneficially owned by"

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of their pecuniary interest"

Section 16 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

investment manager financial

"NEXTBio Capital Management LP, the investment manager to NEXTBio Master Fund LP"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Zenas BioPharma (ZBIO) report in this Form 4?

The Form 4 reports an open-market purchase of 3,768 shares of Zenas BioPharma common stock at $18.63 per share. The shares are held indirectly through NEXTBio investment entities associated with director Hongbo Lu.

Who effectively bought the Zenas BioPharma (ZBIO) shares in this filing?

The reported shares are owned directly by NEXTBio Master Fund LP or NEXTBio Evergreen LLC. They may be deemed indirectly beneficially owned by entities including NEXTBio Capital LLC and investment manager NEXTBio Capital Management LP, as well as managing member Hongbo Lu.

How many Zenas BioPharma (ZBIO) shares are indirectly held after this transaction?

Following the reported purchase, a total of 426,736 Zenas BioPharma common shares are indirectly held by the NEXTBio-related entities. This figure reflects holdings after the 3,768-share open-market acquisition disclosed in the Form 4.

At what price were the Zenas BioPharma (ZBIO) shares purchased?

The transaction shows an open-market purchase price of $18.63 per Zenas BioPharma common share. This per-share price applies to the 3,768 shares acquired indirectly through the NEXTBio investment entities on the reported transaction date.

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

No. The filing states that Hongbo Lu disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest. The Form 4 clarifies this is not an admission of beneficial ownership for Section 16 or other purposes.

How is the ownership of Zenas BioPharma (ZBIO) shares structured in this Form 4?

The shares are held indirectly through NEXTBio Master Fund LP and NEXTBio Evergreen LLC. General partners, managing members, and the investment manager, including Hongbo Lu as a managing member, may be deemed to have indirect beneficial ownership under the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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)
03/31/2026

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
Common Stock	03/31/2026		P		3,768	A	$18.63	426,736	I	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.

	By: /s/ Hongbo Lu	04/02/2026
	** 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)