[SCHEDULE 13G/A] Zenas BioPharma, Inc. SEC Filing

Rhea-AI Filing Summary

FMR LLC and Abigail P. Johnson each report beneficial ownership of 4,644,279 shares of Zenas BioPharma Inc. common stock, representing 11.0% of the class. The filing states FMR LLC holds 4,643,356 shares with sole voting power and 4,644,279 shares with sole dispositive power, while Abigail P. Johnson is reported with sole dispositive power over 4,644,279 shares. The filing affirms these shares are held in the ordinary course of business and not acquired to change or influence control of the issuer. The document references an Exhibit 99 agreement and incorporated powers of attorney for signature authority.

Positive

• Clear disclosure of ownership: The filing specifies exact share counts and voting/dispositive power.
• Passive intent stated: Certification that shares are held in the ordinary course of business and not to influence control supports Schedule 13G classification.

Negative

• Concentrated stake: An 11.0% position represents a sizable ownership concentration in the company.
• Limited public detail: The filing contains no operational, financial, or strategic information about Zenas BioPharma.

Insights

Securities Analyst

TL;DR: FMR LLC and Abigail Johnson hold a disclosed 11% stake in Zenas BioPharma, a sizable passive holding that warrants monitoring.

The filing documents a significant passive stake: 4,644,279 shares equal to 11.0% of Zenas BioPharma's common stock. Classification as a Schedule 13G indicates the holders represent passive investors rather than activists, and the statement that holdings were not acquired to influence control supports that classification. The report provides clear voting and dispositive power breakdowns for FMR LLC and confirms sole dispositive power for Abigail P. Johnson. Investors should note the ownership concentration but the filing contains no operational or financial performance information.

Corporate Governance Expert

TL;DR: Ownership concentration of 11% by a single investment group is material for governance but the filing shows no intent to seek control.

The disclosure identifies FMR LLC as the reporting entity with explicit counts of sole voting and dispositive power, and Abigail P. Johnson as an individual with sole dispositive authority over the same share amount. The certification language asserts ordinary-course holding and no purpose to change issuer control, which aligns with passive investor treatment under Rule 13d-1. The filing references governance-related exhibits (powers of attorney and a 13d-1(k) agreement), which are relevant to understanding how voting or disposition decisions may be coordinated among related entities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ZENAS BIOPHARMA INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

98937L105

(CUSIP Number)

08/29/2025

(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 4,643,356.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,644,279.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,644,279.00

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)

11.0 %

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 4,644,279.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,644,279.00

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)

11.0 %

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: 4644279.00
(b)	Percent of class: 11.0 %
(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: 4644279.00
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	09/05/2025

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:	09/05/2025

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.

Exhibit Information

Please see Exhibit 99 for 13d-1(k) (1) agreement.

FAQ

How many ZBIO shares does FMR LLC and Abigail P. Johnson report owning?

The filing reports 4,644,279 shares beneficially owned, representing 11.0% of Zenas BioPharma's common stock.

Does the filing indicate FMR LLC or Abigail Johnson seek to control Zenas BioPharma (ZBIO)?

The filing certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

What voting and dispositive powers are reported for FMR LLC?

FMR LLC reports 4,643,356 shares of sole voting power and 4,644,279 shares of sole dispositive power, with 0 shared power.

Is there any group or coordinated ownership reported?

The filing states Not Applicable for identification and classification of members of a group and notes no other person holds more than 5%.

Are supporting exhibits or authorizations referenced in the filing?

Yes; the filing references Exhibit 99 for a 13d-1(k)(1) agreement and incorporates powers of attorney by reference for signature authority.