{"url_path":"/sec/zbio/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1953926/0001104659-26-059735-index.html","accession_number":"0001104659-26-059735","cik":"0001953926","ticker":"ZBIO","issuer_name":"Zenas BioPharma, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1953926/0001104659-26-059735-index.html","primary_entity_key":"0001953926","primary_entity_name":"Zenas BioPharma, Inc."},"word_count":724,"has_tables":true,"body_markdown":"Item 6. Exhibits\n\nSee Exhibit Index.\n\n​\n\nEXHIBIT INDEX\n\n​\n\n**Exhibit No.**\n\n**  ​ ​ ​**\n\n**Description**\n\n​\n\n​\n\n​\n\n3.1\n\n​\n\n[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)](https://www.sec.gov/Archives/edgar/data/0001953926/000110465924100177/tm2332800d24_ex3-1.htm)\n\n​\n\n​\n\n​\n\n3.2\n\n​\n\n[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)](https://www.sec.gov/Archives/edgar/data/0001953926/000110465924100177/tm2332800d24_ex3-2.htm)\n\n​\n\n​\n\n​\n\n4.1\n\n​\n\n[Indenture, dated as of March 31, 2026, between Zenas BioPharma, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 31, 2026, File No. 001-42270)](https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/tm2610711d1_ex4-1.htm)\n\n​\n\n​\n\n​\n\n4.2\n\n​\n\n[First Supplemental Indenture, dated as of March 31, 2026, between Zenas BioPharma, Inc. and U.S. Bank Trust Company, National Associations, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 31, 2026, File No. 001-42270)](https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/tm2610711d1_ex4-2.htm)\n\n​\n\n​\n\n​\n\n10.1†+\n\n​\n\n[Letter Agreement for Collaboration, dated as of February 10, 2026, by and between Zenas BioPharma, Inc and InnoCare Pharma Inc.](zbio-20260331xex10d1.htm)\n\n​\n\n​\n\n​\n\n10.2†+\n\n​\n\n[Third Amendment to the License Agreement, dated as of March 13, 2026, by and between Zenas BioPharma, Inc and Xencor, Inc.](zbio-20260331xex10d2.htm)\n\n​\n\n​\n\n​\n\n10.3†+\n\n​\n\n[Loan Agreement, dated as of March 14, 2026, by and between Zenas BioPharma, Inc. the guarantors signatory thereto or otherwise party thereto from time to time, Biopharma Credit plc as collateral agent, BPCR Limited Partnership as a lender and Biopharma Credit Investments V (Master) LP as a lender](zbio-20260331xex10d3.htm)\n\n​\n\n​\n\n​\n\n10.4†+\n\n​\n\n[First Amendment to the Revenue Participation Right Purchase and Sale Agreement, dated as of March 26, 2026, by and between Zenas BioPharma, Inc. and Royalty Pharma Investments 2019 ICAV](zbio-20260331xex10d4.htm)\n\n​\n\n​\n\n​\n\n31.1†\n\n​\n\n[Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](zbio-20260331xex31d1.htm)\n\n​\n\n​\n\n​\n\n31.2†\n\n​\n\n[Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](zbio-20260331xex31d2.htm)\n\n​\n\n​\n\n​\n\n32.1†*\n\n​\n\n[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](zbio-20260331xex32d1.htm)\n\n​\n\n​\n\n​\n\n32.2†*\n\n​\n\n[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](zbio-20260331xex32d2.htm)\n\n​\n\n​\n\n​\n\n101.INS†\n\n​\n\nXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document\n\n​\n\n​\n\n​\n\n101.SCH†\n\n​\n\nXBRL Taxonomy Extension Schema Document\n\n​\n\n​\n\n​\n\n101.CAL†\n\n​\n\nXBRL Taxonomy Extension Calculation Linkbase Document\n\n​\n\n​\n\n​\n\n101.DEF†\n\n​\n\nXBRL Taxonomy Extension Definition Linkbase Document\n\n​\n\n​\n\n​\n\n101.LAB†\n\n​\n\nXBRL Taxonomy Extension Label Linkbase Document\n\n​\n\n​\n\n​\n\n101.PRE†\n\n​\n\nXBRL Taxonomy Extension Presentation Linkbase Document\n\n​\n\n​\n\n​\n\n104†\n\n​\n\nCover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)\n\n†  Filed herewith.\n\n+  Portions of this exhibit (indicated by asterisks) have been redacted pursuant to Item 601 of Regulation S-K because they are both not material and the registrant customarily and actually treats such information as private or confidential.\n\n​\n\n*    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.\n\n​\n\n52\n\n[Table of Contents](#TOC)\n\nSIGNATURES\n\nPursuant 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.\n\nDate: May 13, 2026\n\n​\n\n​\n\n​\n\n​\n\n**ZENAS BIOPHARMA, INC.**\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ Leon O. Moulder, Jr.\n\n​\n\nName:\n\nLeon O. Moulder, Jr.\n\n​\n\nTitle:\n\nChief Executive Officer\n\n​\n\n​\n\n(Principal Executive Officer)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ Jennifer Fox\n\n​\n\nName:\n\nJennifer Fox\n\n​\n\nTitle:\n\nChief Business Officer and Chief Financial Officer\n\n​\n\n​\n\n(Principal Financial and Accounting Officer)\n\n​\n\n​\n\n​\n\n53"}