Zenas BioPharma (ZBIO) CEO buys 100,000 shares in open market

Rhea-AI Filing Summary

Zenas BioPharma, Inc. chief executive officer and chairman Leon O. Moulder Jr. reported open‑market purchases of the company’s common stock. On January 7, 2026, he bought 50,000 shares at a weighted average price of $16.38 per share, followed by 30,000 shares at $16.30 on January 8 and 20,000 shares at $16.55 on January 9. After these transactions, he directly holds 366,155 common shares.

The prices reported are weighted averages, with individual trades executed within disclosed ranges for each day. In addition to his direct holdings, 36,928 shares are held by the Leon O. Moulder, Jr. Revocable Trust, where he serves as trustee, and 1,672,039 shares are held by Tellus BioVentures LLC, where he is the managing member. He may be deemed to have voting and dispositive power over those indirect holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.

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).

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 STREET, 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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		P		50,000	A	$16.38(1)	316,155	D
Common Stock	01/08/2026		P		30,000	A	$16.3(2)	346,155	D
Common Stock	01/09/2026		P		20,000	A	$16.55(3)	366,155	D
Common Stock								36,928	I	See Footnote(4)
Common Stock								1,672,039	I	See Footnote(5)

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 price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $16.21 to $16.53, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

2. The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $15.82 to $16.60, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

3. The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $16.05 to $16.87, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

4. The reporting person is a Trustee of the the Leon O. Moulder, Jr. Revocable Trust U/A dtd 9/9/2008 (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.

5. Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	By: /s/ Chase Jayasekera, Attorney-in-Fact	01/09/2026
	** 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

Who is the insider involved in this Zenas BioPharma (ZBIO) Form 4 filing?

The filing reports transactions by Leon O. Moulder Jr., who is Zenas BioPharma’s chief executive officer, chairman of the board, and a director.

What transactions did the Zenas BioPharma (ZBIO) CEO report?

Leon O. Moulder Jr. reported open‑market purchases of Zenas BioPharma common stock: 50,000 shares on January 7, 30,000 shares on January 8, and 20,000 shares on January 9, 2026.

At what prices were the ZBIO shares purchased in this Form 4?

The CEO reported weighted average purchase prices of $16.38 on January 7, $16.30 on January 8, and $16.55 on January 9, 2026, with each day’s trades executed within disclosed price ranges.

How many Zenas BioPharma (ZBIO) shares does the CEO directly own after these trades?

Following the reported transactions, Leon O. Moulder Jr. directly owns 366,155 shares of Zenas BioPharma common stock.

What indirect ZBIO share holdings are associated with the CEO?

The Form 4 shows 36,928 shares held by the Leon O. Moulder, Jr. Revocable Trust and 1,672,039 shares held by Tellus BioVentures LLC, entities with which he is associated. He may be deemed to have voting and dispositive power over these shares but disclaims beneficial ownership except for his pecuniary interest.

What do the weighted average prices in the ZBIO Form 4 mean?

For each purchase date, the reported price is a weighted average across multiple trades. The filing states that the shares were bought in transactions within specified price ranges, and full trade‑level details will be provided upon request to the company, any security holder, or SEC staff.