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

Rhea-AI Filing Summary

Zenas BioPharma, Inc. director Patricia L. Allen reported a series of open‑market purchases of the company’s common stock. On February 12, 2026, she bought 5,000 shares at a weighted average price of $23.77, 5,700 shares at $24.34, and 5,000 shares at $26.50.

On February 13, 2026, she purchased an additional 4,160 shares at $26.36. Following these transactions, she directly owns 19,860 shares of Zenas BioPharma common stock. Some reported prices are weighted averages for multiple trades within ranges from $23.38 up to $24.70 per share.

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^*

Allen Patricia L

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		P		5,000	A	$23.77(1)	5,000	D
Common Stock	02/12/2026		P		5,700	A	$24.34(2)	10,700	D
Common Stock	02/12/2026		P		5,000	A	$26.5	15,700	D
Common Stock	02/13/2026		P		4,160	A	$26.36	19,860	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. The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $23.38 to $24.07, 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 $24.12 to $24.7, 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.

	By: /s/ Chase Jayasekera, Attorney-in-Fact	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

Who is the insider in Zenas BioPharma (ZBIO) Form 4 and what is their role?

The Form 4 identifies Patricia L. Allen as the reporting person. She is a director of Zenas BioPharma, Inc. and is not listed as an officer or 10% owner in this filing.

What Zenas BioPharma (ZBIO) stock transactions did Patricia L. Allen report?

Patricia L. Allen reported open‑market purchases of Zenas BioPharma common stock. She bought multiple share blocks on February 12 and 13, 2026, all coded "P" for purchase of non‑derivative securities, increasing her directly held position.

On what dates did Patricia L. Allen buy Zenas BioPharma (ZBIO) shares and at what prices?

She purchased Zenas BioPharma common stock on February 12, 2026 and February 13, 2026. Reported weighted average prices were $23.77, $24.34, $26.50, and $26.36 per share, with some trades executed within specified price ranges.

How many Zenas BioPharma (ZBIO) shares does Patricia L. Allen own after these transactions?

After the reported purchases, Patricia L. Allen beneficially owns 19,860 shares of Zenas BioPharma common stock. The filing shows this total under "Amount of Securities Beneficially Owned Following Reported Transaction(s)" with ownership classified as direct.

Were Patricia L. Allen’s Zenas BioPharma (ZBIO) transactions direct or indirect holdings?

The filing classifies all reported holdings as direct ownership, indicated by code "D" in the ownership column. No nature of indirect beneficial ownership is listed, and the transactions involve non‑derivative common stock owned directly.

What do the weighted average prices in the Zenas BioPharma (ZBIO) Form 4 mean?

Some purchases use weighted average prices because shares were bought in multiple trades within price ranges. For example, one block ranges from $23.38 to $24.07, and another from $24.12 to $24.70. Detailed trade breakdowns are available on request to the reporting person.