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

On February 10, 2026, the Board of Directors (the "Board") of Zenas BioPharma, Inc. (the "Company") approved the Company's Amended and Restated Short-Term Incentive Plan (the "STI Plan"), effective as of January 1, 2026. The STI Plan is an annual discretionary cash bonus plan that offers regular full- and part-time employees of the Company and its subsidiaries the opportunity to earn bonuses based on, among other factors, Company performance and individual achievement of established goals and objectives.

The STI Plan is administered by the Board (or a committee thereof) with respect to Company executives and by the Company's Chief Executive Officer and executive leadership team with respect to all other eligible employees. The administrator has the authority to determine eligibility criteria, establish award forms, construe the terms of the STI Plan and any award, and determine the amount of any payments in its sole discretion.

All payouts under the STI Plan are subject to the review and approval of the Board or administrator in its/their sole discretion. Payments under the STI Plan are made not later than March 15 following the end of the applicable calendar year. A participant must remain employed through the date of payment to be eligible to receive an award.

Awards under the STI Plan are subject to the Company's Policy for Recoupment of Incentive Compensation and any other clawback or recoupment policy maintained by the Company, to the extent applicable to the participant.

The Company reserves the right to amend or discontinue the STI Plan at any time without prior notice.

The foregoing description of the STI Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the STI Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.