Zenas BioPharma (ZBIO) awards 18,500 stock options to director Orloff

Rhea-AI Filing Summary

Zenas BioPharma, Inc. reported that director John J. Orloff received a grant of stock options covering 18,500 shares of common stock. The options have an exercise price of $18.71 per share and expire on June 15, 2036.

According to the disclosure, the option vests as to 100% of the underlying 18,500 shares on June 15, 2027, the first anniversary of the vesting commencement date, subject to continued service. Following this grant, Orloff holds options for 18,500 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ORLOFF JOHN J

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. [object Object]

Key Figures

Option grant size: 18,500 shares Exercise price: $18.71 per share Expiration date: June 15, 2036 +3 more

6 metrics

Option grant size 18,500 shares Stock Option (Right to Buy) granted to director

Exercise price $18.71 per share Conversion/exercise price of stock option

Expiration date June 15, 2036 Option term end date

Underlying shares 18,500 shares Common stock underlying the option

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

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

Key Terms

Stock Option (Right to Buy), Grant, award, or other acquisition, exercise price, expiration date, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

exercise price financial

"conversion_or_exercise_price: "18.7100""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

expiration date financial

"expiration_date: "2036-06-15T00:00:00.000Z""

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

vesting financial

"The option vests as to 100% of the underlying shares of common stock on June 15, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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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^*

ORLOFF JOHN J

(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

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.

	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 John J. Orloff?

Zenas BioPharma reported that director John J. Orloff received a grant of stock options covering 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 set price.

What are the key terms of John J. Orloff’s stock options at ZBIO?

John J. Orloff’s stock options cover 18,500 shares of Zenas BioPharma common stock with an exercise price of $18.71 per share. The options expire on June 15, 2036, providing a long-dated right to purchase shares at that fixed price if vested.

When do John J. Orloff’s Zenas BioPharma stock options vest?

The options granted to John J. Orloff vest as to 100% of the underlying 18,500 shares on June 15, 2027. Vesting is subject to his continued service, meaning he must remain in his role through that date to receive the full benefit.

Is John J. Orloff’s Form 4 transaction in ZBIO an open-market trade?

No, the Form 4 shows a grant or award acquisition of stock options, not an open-market trade. The transaction is coded “A” for grant, giving Orloff rights to buy 18,500 shares at $18.71, rather than reflecting a direct stock purchase or sale.

How many Zenas BioPharma derivative securities does John J. Orloff hold after this grant?

After this grant, John J. Orloff holds stock options for 18,500 underlying shares of Zenas BioPharma common stock directly. The filing’s transaction data show total derivative securities following the transaction equal to 18,500, all tied to this new option award.