UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 1016, 2026

ZENAS BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42270		93-2749244
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

852 Winter Street, Suite 250 Waltham, MA	02451
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): (857) 271-2954

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ZBIO		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~February~~March 1016, 2026, ~~the Board of Directors (the “Board”) of~~ Zenas BioPharma, Inc. ~~(the~~issued ~~“Company”)~~a ~~approved~~press ~~the~~release ~~Company’s~~announcing its ~~Amended~~financial ~~and~~results ~~Restated~~for ~~Short-Term Incentive Plan (~~the ~~“STI~~quarter ~~Plan”),~~and ~~effective~~year asended ofDecember ~~January 1~~31, ~~2026~~2025. ~~The~~A ~~STI~~copy ~~Plan is an annual discretionary cash bonus plan that offers regular full- and part-time employees~~ of the ~~Company~~press ~~and~~release ~~its~~is ~~subsidiaries~~furnished ~~the~~as ~~opportunity~~Exhibit 99.1 to ~~earn~~this Current ~~bonuses~~Report ~~based~~ on, ~~among other~~Form ~~factors, Company performance and individual achievement of established goals and objectives~~8-K.

The ~~STI~~information ~~Plan~~contained isin ~~administered~~this byCurrent ~~the~~Report ~~Board~~on Form 8-K (orincluding aExhibit ~~committee thereof~~99.1) ~~with~~shall ~~respect~~not tobe ~~Company~~deemed ~~executives~~“filed” ~~and~~for bypurposes of Section 18 of the ~~Company’s~~Securities ~~Chief~~Exchange ~~Executive~~Act ~~Officer~~of ~~and~~1934, ~~executive~~as ~~leadership~~amended ~~team~~(the ~~with~~Exchange ~~respect~~Act) or otherwise subject to ~~all~~the ~~other~~liabilities ~~eligible~~of ~~employees.~~that ~~The~~section, ~~administrator~~nor ~~has~~shall ~~the~~it ~~authority~~be todeemed ~~determine~~incorporated ~~eligibility~~by ~~criteria,~~reference ~~establish~~in ~~award~~any ~~forms,~~filing ~~construe~~under the ~~terms~~Securities Act of ~~the~~1933 ~~STI~~or ~~Plan~~the ~~and~~Exchange ~~any award~~Act, ~~and~~except ~~determine~~as ~~the~~expressly ~~amount~~set offorth ~~any~~by ~~payments~~specific reference in ~~its~~such ~~sole~~a ~~discretion~~filing.

~~All~~Item ~~payouts~~9.01 ~~under~~Financial ~~the~~Statements ~~STI Plan are subject to the review~~ and ~~approval of the Board or administrator in its/their sole discretion~~Exhibits. 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~~(d) 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.Exhibits

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

Exhibit No.		Description

99.1		Press release issued by the Company on March 16, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits.~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d) Exhibits~~ZENAS BIOPHARMA, INC. By: /s/ Jennifer Fox Name: Jennifer Fox Title: Chief Business Officer and Chief Financial Officer

Exhibit No.		Description
10.1#		Zenas BioPharma, Inc. Amended and Restated Short-Term Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Date: March 16, 2026

# Indicates management contract or compensatory plan.

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. By: /s/ Jennifer Fox Name: Jennifer Fox Title: Chief Business Officer and Chief Financial Officer

Date: February 13, 2026

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