Director — Christy J. Oliger: The filing discloses the appointment of a new independent director to fill an expanded board seat, which is a standard governance action rather than a change in executive management.

of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.

Results of Operations and Financial Condition. On May 13, 2026, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise…

Director — Tomas Kiselak: Tomas Kiselak resigned from the Board of Directors and did not stand for re-election.

Entry into a Material Definitive Agreement On March 31, 2026, Zenas BioPharma, Inc. (the “Company”) completed its public offering (the “Convertible Notes Offering”) of $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of March 31, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supp…

Other Events Convertible Notes Offering On March 26, 2026, the Company entered into an underwriting agreement (the “Convertible Notes Underwriting Agreement”) with Jefferies LLC, Evercore Group L.L.C., Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Convertible Notes Underwriters”), to issue and sell $200.0 million aggregate principal amount of its Notes in the Convertible Notes Offering. In addition, the Company…

Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in

Results of Operations and Financial Condition. On March 16, 2026, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act)…

The filing describes an amendment to the Company's Short-Term Incentive Plan, which is not a management change.

Results of Operations and Financial Condition Zenas BioPharma, Inc. (the “Company”) reports that it had a preliminary unaudited amount of cash, cash equivalents, and investments of approximately $360.5 million as of December 31, 2025, which it expects will fund its operating expenses and capital expenditure requirements through the end of 2026. This amount is preliminary and unaudited and is subject to completion of the Company’s financial closing procedures. As a result, this amount may diff…

Adoption of an Inducement Plan for stock-based awards.

Results of Operations and Financial Condition. On November 12, 2025, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or o…

above, Zenas issued the InnoCare Upfront Shares (the “ InnoCare Private Placement ”), pursuant to the terms of a Subscription Agreement between InnoCare and Zenas (the “ InnoCare Subscription Agreement ”) in a private placement transaction. The InnoCare Subscription Agreement also provides that the Company will issue the Near-Term Milestone Shares upon the occurrence of the Orelabrutinib Near-Term Milestone. The InnoCare Subscription Agreement provides that InnoCare may not transfer any of th…

Regulation FD Disclosure On October 8, 2025, the Company issued a press release announcing the Agreement and the Private Placement. The Company is also hosting a conference call and webcast at 8 a.m. Eastern Time, on October 8, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and the presentation the Company intends to present on the conference call and webcast is furnished as Exhibit 99.2 to this Current Report on Form 8-K, and both are incorp…

Unregistered Sales of Equity Securities The disclosure regarding the securities to be sold and issued pursuant to the InnoCare Subscription Agreement and the Securities Purchase Agreement set forth under

Results of Operations and Financial Condition The disclosure regarding the Company’s existing cash, cash equivalents and investments as of September 30, 2025 set forth under

Completion of Acquisition or Disposition of Assets The information in

Entry into a Material Definitive Agreement On September 2, 2025, Zenas BioPharma, Inc. (“Zenas” or the “Company”) entered into a Revenue Participation Right Purchase and Sale Agreement (the “Agreement”) with Royalty Pharma Investments 2019 ICAV (“RPI”), pursuant to which RPI purchased rights to certain revenue streams from (i) worldwide net sales of obexelimab and certain other related products (referred to herein, collectively, as obexelimab) by Zenas and its affiliates, (ii) net sales of ob…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information in

Results of Operations and Financial Condition. On August 12, 2025, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwis…

Director — Ting (Tim) Xiao: Mr. Ting (Tim) Xiao did not stand for re-election and resigned from the Board of Directors.

Results of Operations and Financial Condition. On May 15, 2025, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise…

by reference. The preliminary unaudited financial data included in this Current Report on Form 8-K has been prepared by, and is the responsibility of, the Company’s management. Ernst & Young, LLP, the Company’s auditor, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Ernst & Young, LLP does not express an opinion or any other form of assurance with respect thereto. The information contained in this…

Results of Operations and Financial Condition. On November 12, 2024, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or o…