ZBIO · Zenas BioPharma, Inc. · Insider Trading

The option vests in equal annual installments over three years beginning on September 1, 2027, the first anniversary of the vesting commencement date, subject to continued service.

The option vests as to 25% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal monthly installments over 36 months thereafter, subject to continued service.

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.

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.

The reporting person holds the stock option, and the shares underlying the option, for the benefit of Enavate Sciences, L.P. Accordingly, the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any.

The option vests as to 25% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal monthly installments over 36 months thereafter, subject to continued service.

The option vests as to 25% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal monthly installments over 36 months thereafter, subject to continued service.

The option vests as to 25% of the underlying shares of common stock on June 15, 2027, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal monthly installments over 36 months thereafter, subject to continued service.

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.

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.

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.

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.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $16.59 to $16.97, 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.

The reporting person is a Trustee of the Leon O. Moulder, Jr. Revocable Trust U/A dtd 9/9/2008 (the "Trust") and may be deemed to have voting and dispositive power over the shares held by the Trust. The reporting person is the Issuer's chief executive officer and Chairman of its board of directors. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $17.56 to $17.67, 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.

Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $17.87 to $18.05, 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.

Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Acquired in an underwritten public offering, pursuant to which Zenas BioPharma, Inc. sold shares of common stock at a purchase price of $20.00 per share.

The reported securities are owned directly by NEXTBio Master Fund LP or NEXTBio Evergreen LLC and may be deemed to be indirectly beneficially owned by (i) NEXTBio Capital LLC, the general partner of NEXTBio Master Fund LP (with respect to such securities directly owned by NEXTBio Master Fund LP), (ii) NEXTBio Capital Evergreen GP LLC, the managing member of NEXTBio Evergreen LLC (with respect to such securities directly owned by NEXTBio Evergreen LLC), (iii) NEXTBio Capital Management LP, the investment manager to NEXTBio Master Fund LP and NEXTBio Evergreen LLC, and (iv) Hongbo Lu, a managing member of NEXTBio Capital LLC and NEXTBio Capital Evergreen GP LLC.

The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $18.84 to $19.58, 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.

Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

The reported securities are owned directly by NEXTBio Master Fund LP or NEXTBio Evergreen LLC and may be deemed to be indirectly beneficially owned by (i) NEXTBio Capital LLC, the general partner of NEXTBio Master Fund LP (with respect to such securities directly owned by NEXTBio Master Fund LP), (ii) NEXTBio Capital Evergreen GP LLC, the managing member of NEXTBio Evergreen LLC (with respect to such securities directly owned by NEXTBio Evergreen LLC), (iii) NEXTBio Capital Management LP, the investment manager to NEXTBio Master Fund LP and NEXTBio Evergreen LLC, and (iv) Hongbo Lu, a managing member of NEXTBio Capital LLC and NEXTBio Capital Evergreen GP LLC.

The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $18.195 to $18.25, 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.

Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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.

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.

The reported securities are owned directly by NEXTBio Master Fund LP or NEXTBio Evergreen LLC and may be deemed to be indirectly beneficially owned by (i) NEXTBio Capital LLC, the general partner of NEXTBio Master Fund LP (with respect to such securities directly owned by NEXTBio Master Fund LP), (ii) NEXTBio Capital Evergreen GP LLC, the managing member of NEXTBio Evergreen LLC (with respect to such securities directly owned by NEXTBio Evergreen LLC), (iii) NEXTBio Capital Management LP, the investment manager to NEXTBio Master Fund LP and NEXTBio EverGreen LLC, and (iv) Hongbo Lu, a managing member of NEXTBio Capital LLC and NEXTBio Capital Evergreen GP LLC.

The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Common Stock acquired under Zenas BioPharma, Inc.'s 2024 Employee Stock Purchase Plan on February 5, 2026 in transactions that were exempt under Rule 16b-3(c).

Common Stock acquired under Zenas BioPharma, Inc.'s 2024 Employee Stock Purchase Plan on February 5, 2026 in transactions that were exempt under Rule 16b-3(c).

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $17.69 to $18.14, 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.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $16.05 to $16.87, 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.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $15.82 to $16.60, 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.

The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $16.21 to $16.53, 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.

Acquired from the Issuer on October 9, 2025 pursuant to a Securities Purchase Agreement dated October 7, 2025.

The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Opportunities Fund I, LP, and a limited partner of SR One Capital Opportunities Partners I, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

On October 7, 2025, the Issuer entered into a Securities Purchase Agreement with certain investors, including the Reporting Person and Longitude Venture Partners IV, L.P. ("LVPIV") pursuant to which the Reporting Person purchased 11,990 shares of common stock at a price per share of $20.85 and LVPIV purchased 105,265 shares of common stock as a price per share of $19.00 (the "Offering"). The Offering closed on October 9, 2025.

Shares held by LVPIV. Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Juliet Tammenoms Bakker and the Reporting Person, a member of the board of directors of the Issuer, are the managing members of LCPIV and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, Ms. Bakker and the Reporting Person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.

On October 7, 2025, the Issuer entered into a Securities Purchase Agreement with certain investors, including the Reporting Person and Longitude Venture Partners IV, L.P. ("LVPIV") pursuant to which the Reporting Person purchased 11,990 shares of common stock at a price per share of $20.85 and LVPIV purchased 105,265 shares of common stock as a price per share of $19.00 (the "Offering"). The Offering closed on October 9, 2025.

Acquired from the Issuer on October 9, 2025 pursuant to a Securities Purchase Agreement dated October 7, 2025.

The reported securities are held directly by AMZL, LP. SR One Capital SMA Partners, LP is the general partner of AMZL, LP, and SR One Capital Management, LLC is the general partner of SR One Capital SMA Partners, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital SMA Partners, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

Acquired from the Issuer on October 9, 2025 pursuant to a Securities Purchase Agreement dated October 7, 2025.

The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Opportunities Partners I, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Opportunities Partners I, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

On October 7, 2025, the Leon O. Moulder, Jr. Revocable Trust U/A dtd 9/9/2008 (the "Trust"), of which the reporting person is a Trustee, entered into a Securities Purchase Agreement, dated as of October 7, 2025, by and among the Issuer and the investors party thereto, pursuant to which the Trust acquired 36,928 shares of common stock at a purchase price of $20.85 per share.

The reporting person is a Trustee of the Trust and may be deemed to have voting and dispositive power over the shares held by the Trust. The reporting person is the Issuer's chief executive officer and Chairman of its board of directors. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

The reported securities are owned directly by NEXTBio Master Fund LP or NextBio Evergreen LLC and may be deemed to be indirectly beneficially owned by (i) NEXTBio Capital LLC, the general partner of NEXTBio Master Fund LP (with respect to such securities directly owned by NEXTBio Master Fund LP), (ii) NEXTBio Capital Evergreen GP LLC, the managing member of NEXTBio Evergreen LLC (with respect to such securities directly owned by NextBio Evergreen LLC), (iii) NEXTBio Capital Management LP, the investment manager to NEXTBio Master Fund LP and NextBio Evergreen LLC, and (iv) Hongbo Lu, a managing member of NEXTBio Capital LLC and NEXTBio Capital Evergreen GP LLC.

(Continued from footnote 2) The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The option vests as to 100% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, subject to continued service.

The option vests as to 25% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.

The option vests as to 100% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, subject to continued service.

The option vests as to 100% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, subject to continued service.

Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more investment vehicles managed by Fairmount Funds Management LLC ("Fairmount" and each such investment vehicle, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein.

The option vests as to 100% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, subject to continued service.

The option vests as to 25% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.

The option vests as to 100% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, subject to continued service.

The option vests as to 100% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, subject to continued service.

The option vests as to 25% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.

The option vests as to 25% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.

The option vests as to 100% of the underlying shares of common stock on June 10, 2026, the first anniversary of the vesting commencement date, subject to continued service.

The reporting person holds the stock option, and the shares underlying the option, for the benefit of Enavate Sciences, LP. Accordingly, the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any.

The option vests as to 25% of the underlying shares of common stock on March 17, 2025, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.