Zenas BioPharma, Inc. 10-Q

Item 5. Other Information During our fiscal quarter ended September 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 6. Exhibits See Exhibit Index. ​ ​ EXHIBIT INDEX ​ ​ Exhibit No. Description ​ ​ ​ 3.1 ​ Second Restated Certificate of Incorporation of Zenas BioPharma, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 16, 2024, File No. 001-42270) ​ ​ ​ 3.2 ​ Amended and Restated Bylaws of Zenas BioPharma, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on September 16, 2024, File No. 001-42270) ​ ​ ​ 10.1+ ​ Revenue Participation Right Purchase and Sale Agreement, by and between Zenas BioPharma, Inc. and Royalty Pharma Investments 2019 ICAV, dated September 2, 2025 ​ ​ ​ 31.1† ​ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 31.2† ​ Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 32.1†* ​ Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 105 ​ ​ ​ ​ 32.2†* ​ Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 101.INS† ​ XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ​ ​ ​ 101.SCH† ​ XBRL Taxonomy Extension Schema Document ​ ​ ​ 101.CAL† ​ XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ 101.DEF† ​ XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ 101.LAB† ​ XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ 101.PRE† ​ XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ 104† ​ Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) †  Filed herewith. +  Portions of this exhibit (indicated by asterisks) have been redacted pursuant to Item 601 S-K because they are both not material and the registrant customarily and actually treats such information as private of confidential. ​ * This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. ​ ​ ​ ​ ​ 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, duly authorized. Date: November 12, 2025 ​ ​ ​ ​ ZENAS BIOPHARMA, INC. ​ ​ ​ ​ By: /s/ Leon O. Moulder, Jr. ​ Name: Leon O. Moulder, Jr. ​ Title: Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Jennifer Fox ​ Name: Jennifer Fox ​ Title: Chief Business Officer and Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ 106