Management Change/Compensation (Form 8-K)

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 full text 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 filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to this Current Report on Form 8-K.