Fox Jennifer A. 4

What Happened
Jennifer A. Fox, Chief Business Officer and Chief Financial Officer of Zenas BioPharma (ZBIO), received a grant of 125,000 derivative shares (reported at $0.00) on June 15, 2026 and purchased 1,592 common shares through the company’s 2024 Employee Stock Purchase Plan on February 5, 2026 at $13.35 per share for a total of $21,253. The large June grant is an equity award/option (derivative) that vests over time; the February transaction was a standard ESPP purchase.

Key Details

• Filing date: June 17, 2026 (period of report: June 15, 2026). Filing appears timely (Form 4 generally due within 2 business days).
• Transactions:
  • 2026-06-15: Grant/award (derivative) — 125,000 shares @ $0.00 (reported value $0).
  • 2026-02-05: ESPP purchase — 1,592 shares @ $13.35 = $21,253 (acquired).
• Vesting/terms (footnote): The 125,000-share option vests 25% on June 15, 2027 (first anniversary) and the remainder in equal monthly installments over the following 36 months, subject to continued service.
• ESPP note (footnote): The Feb. 5 purchase was completed under the 2024 Employee Stock Purchase Plan and was exempt under Rule 16b-3(c).
• Shares owned after the transactions: not specified in the filing.

Context
The June 15 entry is a time‑based equity award/option (derivative) with multi‑year vesting; it does not indicate an immediate sale of shares. The Feb. 5 ESPP purchase is a routine employee buy and is typically viewed as an incremental purchase rather than a market-timing signal. The filing is informational — it reports insider compensation and purchases but does not provide a reason for the awards or purchases.