Zenas BioPharma Announces Board and Executive Changes
Ticker: ZBIO · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1953926
Sentiment: neutral
Topics: leadership-change, executive-compensation, board-of-directors
TL;DR
Zenas BioPharma reshuffled its board and exec team on 12/10/25. Big changes coming?
AI Summary
Zenas BioPharma, Inc. announced on December 10, 2025, changes in its board of directors and executive compensation arrangements. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory arrangements for key personnel. Specific details regarding the individuals involved and the financial implications of these changes are outlined within the report.
Why It Matters
Changes in a company's board and executive team can signal shifts in strategy, operational focus, or financial direction, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in leadership and compensation can introduce uncertainty and potential strategic shifts, warranting closer investor scrutiny.
Key Players & Entities
- Zenas BioPharma, Inc. (company) — Registrant
- December 10, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 001-42270 (commission_file_number) — SEC File Number
- 852 Winter Street, Suite 250 (address) — Principal Executive Offices
- Waltham, MA (location) — City, State of Principal Executive Offices
- 02451 (zip_code) — Zip Code of Principal Executive Offices
FAQ
What specific roles have been affected by the departure of directors or officers?
The filing indicates changes related to the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' and 'Compensatory Arrangements of Certain Officers,' suggesting shifts in key leadership positions.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this filing occurred on December 10, 2025.
What is the exact name of the company filing this report?
The exact name of the registrant is Zenas BioPharma, Inc.
In which state is Zenas BioPharma, Inc. incorporated?
Zenas BioPharma, Inc. is incorporated in Delaware.
What is the SEC file number for Zenas BioPharma, Inc.?
The SEC file number for Zenas BioPharma, Inc. is 001-42270.
Filing Stats: 802 words · 3 min read · ~3 pages · Grade level 10.9 · Accepted 2025-12-15 16:30:40
Key Financial Figures
- $0.0001 — ch registered Common Stock, Par Value $0.0001 per share ZBIO The Nasdaq Global Se
Filing Documents
- tm2533427d1_8k.htm (8-K) — 31KB
- tm2533427d1_ex10-1.htm (EX-10.1) — 91KB
- tm2533427d1_ex10-2.htm (EX-10.2) — 23KB
- tm2533427d1_ex10-3.htm (EX-10.3) — 32KB
- tm2533427d1_ex10-4.htm (EX-10.4) — 89KB
- tm2533427d1_ex10-5.htm (EX-10.5) — 127KB
- tm2533427d1_ex10-1img01.jpg (GRAPHIC) — 3KB
- 0001104659-25-121182.txt ( ) — 646KB
- zbio-20251210.xsd (EX-101.SCH) — 3KB
- zbio-20251210_lab.xml (EX-101.LAB) — 33KB
- zbio-20251210_pre.xml (EX-101.PRE) — 22KB
- tm2533427d1_8k_htm.xml (XML) — 4KB
02. Departure of Directors or Certain Officers;
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Adoption of Inducement Plan On December 10, 2025, the Board approved the Zenas BioPharma, Inc. 2026 Inducement Plan (the "2026 Inducement Plan"), the form of Non-Statutory Stock Option Agreement under the 2026 Inducement Plan (the "Form Inducement Option Agreement"), the form of Global Non-Statutory Stock Option Agreement under the 2026 Inducement Plan (the "Form Global Inducement Option Agreement"), the form of Restricted Stock Unit Agreement under the 2026 Inducement Plan (the "Form Inducement RSU Agreement"), and the form of Global Restricted Stock Unit Agreement under the 2026 Inducement Plan (the "Form Global Inducement RSU Agreement"). Pursuant to the terms of the 2026 Inducement Plan, the Company may grant non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards with respect to up to a total of 1,000,000 shares of Common Stock of the Company, as an inducement to individuals being hired, or rehired following a bona fide period of interruption of employment, as an employee of the Company or any of its subsidiaries. In accordance with Nasdaq Listing Rule 5635(c)(4), the Company did not seek stockholder approval of the 2026 Inducement Plan. The Form Inducement Option Agreement, the Form Global Inducement Option Agreement, the Form Inducement RSU Agreement and the Form Global Inducement RSU Agreement will be used to evidence awards of stock options or restricted stock units, as applicable, that are granted under the 2026 Inducement Plan. The foregoing is a brief description of the material terms of the 2026 Inducement Plan, the Form Inducement Option Agreement, the Form Global Inducement Option Agreement, the Form Inducement RSU Agreement and the Form Global Inducement RSU Agreement, and is qualified in its entirety by reference to the
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Zenas BioPharma, Inc. 2026 Inducement Plan. 10.2 Form of Non-Statutory Stock Option Agreement under the Zenas BioPharma, Inc. 2026 Inducement Plan. 10.3 Form of Restricted Stock Unit Agreement under the Zenas BioPharma, Inc. 2026 Inducement Plan. 10.4 Form of Global Non-Statutory Stock Option Agreement under the Zenas BioPharma, Inc. 2026 Inducement Plan. 10.5 Form of Global Restricted Stock Unit Agreement under the Zenas BioPharma, Inc. 2026 Inducement Plan. 104 Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
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 hereunto duly authorized. ZENAS BIOPHARMA, Inc. Date: December 15 , 2025 By: /s/ Jennifer Fox Name: Jennifer Fox Title: Chief Business Officer and Chief Financial Officer