[SCHEDULE 13G/A] Zenas BioPharma, Inc. Amended Passive Investment Disclosure
FMR reports 14.3% stake in Zenas Biopharma
FMR LLC filed an amended Schedule 13G reporting a large ownership stake in Zenas Biopharma Inc.7,652,255 shares, representing 14.3% of the outstanding common stock.
FMR LLC filed an amended Schedule 13G reporting a large ownership stake in Zenas Biopharma Inc.7,652,255 shares, representing 14.3% of the outstanding common stock. FMR reports sole voting power over 7,651,279 shares and sole dispositive power over 7,652,255 shares, while Abigail P. Johnson is reported with sole dispositive power over the same 7,652,255 shares. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Zenas. It also notes that one or more other persons have rights to receive dividends or sale proceeds, but no such person holds more than five percent of the class.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Zenas Biopharma (ZBIO) does FMR LLC report?
FMR LLC reports beneficial ownership of 7,652,255 Zenas Biopharma common shares, representing 14.3% of the class. This stake includes sole voting power over 7,651,279 shares and sole dispositive power over 7,652,255 shares, reflecting a significant institutional position.
How is Abigail P. Johnson’s interest in Zenas Biopharma (ZBIO) described?
Abigail P. Johnson is reported with sole dispositive power over 7,652,255 Zenas Biopharma shares, equal to 14.3% of the common stock. The filing shows no sole or shared voting power for her, aligning her role with dispositive, not voting, authority over the position.
Is FMR LLC seeking control of Zenas Biopharma (ZBIO) through this stake?
No. The filing certifies the securities were acquired and are held in the ordinary course of business. It explicitly states they were not acquired and are not held to change or influence control of Zenas Biopharma, nor in connection with any control-related transaction.
Do other investors share in the economic benefits of Zenas Biopharma (ZBIO) shares held by FMR?
Yes. The filing notes one or more other persons have the right to receive dividends or sale proceeds from Zenas Biopharma common stock. However, it states that no single such person has an interest exceeding five percent of the total outstanding common stock.
What is the significance of this being an Amendment No. 4 to Schedule 13G for Zenas Biopharma (ZBIO)?
Amendment No. 4 updates previously reported ownership information for Zenas Biopharma common stock. It restates FMR LLC’s and Abigail P. Johnson’s current beneficial holdings, voting and dispositive powers, and confirms the position is held for investment purposes rather than to influence corporate control.
Who signed the Zenas Biopharma (ZBIO) Schedule 13G/A on behalf of FMR LLC and Abigail P. Johnson?
The filing is signed by Stephanie J. Brown, acting under separate powers of attorney. One power of attorney covers FMR LLC and its subsidiaries, effective January 3, 2023, and another covers Abigail P. Johnson, effective January 26, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
ZENAS BIOPHARMA INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
98937L105
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
98937L105
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,651,279.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,652,255.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,652,255.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
14.3 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
98937L105
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,652,255.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,652,255.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
14.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ZENAS BIOPHARMA INC
(b)
Address of issuer's principal executive offices:
852 WINTER STREET,SUITE 250,WALTHAM,MA,US,02451
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
98937L105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
7652255.00
(b)
Percent of class:
14.3 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
7652255.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of ZENAS BIOPHARMA INC. No one other person's interest in the COMMON STOCK of ZENAS BIOPHARMA INC is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
02/04/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
02/04/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
