Zenas BioPharma, Inc. 8-K

What Happened

• On February 10, 2026, Zenas BioPharma, Inc. (ZBIO) announced that its Board approved an Amended and Restated Short-Term Incentive Plan (the “STI Plan”), effective January 1, 2026. The STI Plan is an annual discretionary cash bonus program for regular full- and part-time employees of Zenas and its subsidiaries, with administration by the Board (or a committee) for executives and by the CEO and executive leadership for other eligible employees. The full plan text is filed as Exhibit 10.1 to the Form 8-K.

Key Details

• Approval date: February 10, 2026; plan effective date: January 1, 2026.
• Payout timing: awards are paid no later than March 15 following the applicable calendar year; participants must remain employed through the payment date to receive awards.
• Administration and discretion: the administrator (Board/committee or CEO/leadership) sets eligibility, goals, award amounts, and interprets plan terms; all payouts are subject to Board/administrator approval.
• Controls: awards are subject to the Company’s recoupment/clawback policy; the Company may amend or terminate the STI Plan at any time.

Why It Matters

• This filing formalizes how Zenas will grant short-term cash incentives, tying potential payouts to company and individual performance while keeping award decisions discretionary and under Board/management control. For investors, the plan can affect annual cash compensation expense and management incentives, but the filing discloses no target or maximum payment amounts.