Independent director exit leaves Zhengye Biotechnology (ZYBT) short of Nasdaq board independence rule

Rhea-AI Filing Summary

Zhengye Biotechnology Holding Limited reported that independent director Wenbin Wang resigned from the board and from the Audit, Compensation, and Nominating and Corporate Governance Committees, effective February 18, 2026. He also stepped down as chairperson of the Compensation Committee.

The company states that Mr. Wang resigned for personal reasons and that there was no disagreement regarding operations, policies, or practices. He confirms he has received all amounts due and releases the company from any related claims.

The resignation leaves a board vacancy that causes the company to fall out of compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of independent directors. Zhengye Biotechnology plans to restore compliance by seeking shareholder approval to appoint a new independent director at its annual general meeting in March 2026.

Positive

• None.

Negative

• Board independence noncompliance with Nasdaq rules: The resignation of independent director Wenbin Wang leaves the board without a majority of independent directors, causing noncompliance with Nasdaq Listing Rule 5605(b)(1) until a replacement is approved.

Insights

Governance and listing compliance analyst

Director exit triggers Nasdaq independence shortfall, with cure targeted at March 2026 meeting.

The company reports the resignation of independent director Wenbin Wang, who also served on all key committees and chaired Compensation. His departure immediately reduces independent oversight at both board and committee levels, which can matter for investor confidence in governance quality.

Management acknowledges that the vacancy leaves the board short of the majority‑independent threshold required by Nasdaq Listing Rule 5605(b)(1). They outline a specific remedy path: seeking shareholder approval to appoint a new independent director at the annual general meeting in March 2026. The actual impact on listing status and governance will depend on whether that appointment is completed as planned.

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FAQ

Why did Wenbin Wang resign from Zhengye Biotechnology (ZYBT)?

Wenbin Wang resigned from Zhengye Biotechnology’s board and committees for personal reasons. The company states his departure was not due to any disagreement over operations, policies, or practices, and he confirmed receipt of all compensation owed and released the company from related claims.

What roles did Wenbin Wang hold at Zhengye Biotechnology (ZYBT) before resigning?

Before resigning, Wenbin Wang served as an independent director and was a member of the Audit, Compensation, and Nominating and Corporate Governance Committees. He also acted as chairperson of the Compensation Committee, giving him a central role in oversight of executive pay and governance matters.

How does Wenbin Wang’s resignation affect Zhengye Biotechnology’s Nasdaq compliance?

His resignation created a board vacancy that leaves Zhengye Biotechnology without a majority of independent directors. The company acknowledges this causes noncompliance with Nasdaq Listing Rule 5605(b)(1), which specifically requires that a majority of a listed company’s board be independent directors.

How does Zhengye Biotechnology (ZYBT) plan to restore Nasdaq Listing Rule 5605(b)(1) compliance?

Zhengye Biotechnology plans to cure the independence deficiency by appointing a new independent director. The company intends to seek shareholder approval for this appointment at its annual general meeting scheduled for March 2026, aiming to re-establish a majority-independent board.

Did Zhengye Biotechnology agree to additional payments to Wenbin Wang upon his resignation?

No additional payments were agreed. The filing states Wenbin Wang acknowledges he has been paid all amounts due and is not entitled to further payments or benefits from the company, and he irrevocably releases Zhengye Biotechnology from any related claims or actions.

What committees lost independent oversight at Zhengye Biotechnology after the resignation?

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee all lost Wenbin Wang as an independent member. The Compensation Committee also lost its chairperson, which may affect how these key oversight committees function until a new independent director is appointed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-42450

Zhengye Biotechnology Holding Limited

No. 1 Lianmeng Road, Jilin Economic & Technical Development Zone
Jilin City, Jilin Province, China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒     Form 40-F ☐

Resignation of Independent Director

On February 18, 2026, Mr. Wenbin Wang, an independent director of Zhengye Biotechnology Holding Limited (the “Company”), resigned from the board of directors (the “Board”) and each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, and as the chairperson of the Compensation Committee of the Board, effective February 18, 2026. Mr. Wang’s resignation from the Board and the three committees was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Mr. Wang acknowledges that he has been paid all amounts due to him and is not entitled to any payments or benefits of any kind from the Company, and irrevocably and unconditionally releases the Company of and from all claims, demands, actions, and causes of actions.

The Company acknowledges that the board vacancy created by the resignation of Mr. Wenbin Wang caused the Company to fall out of compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the board of directors of a Nasdaq-listed company be comprised of independent directors. The Company intends to cure this deficiency by seeking shareholder approval to appoint a new independent director at its annual general meeting to be held in March 2026.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Zhengye Biotechnology Holding Limited
Date: February 23, 2026	By:	/s/ Songlin Song
	Name:	Songlin Song
	Title:	Chief Executive Officer

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