Zenas BioPharma, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Zenas BioPharma, Inc.

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

852 Winter Street, Suite 250, Waltham, MA 02451

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2025

To the Stockholders of Zenas BioPharma:

Zenas BioPharma, Inc. (the “Company”) will hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 10, 2025, at 8:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast atwww.virtualshareholdermeeting.com/​ZBIO2025. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

To elect the two Class I director nominees named in the Proxy Statement to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

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To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

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The board of directors has fixed April 14, 2025 as the Record Date for the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

Instructions for accessing the virtual Annual Meeting are provided in the Proxy Statement. Unless otherwise announced differently at the meeting or on the meeting website, in the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair will convene the meeting at 8:00 a.m. Eastern Time on the date specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. If the Annual Meeting is adjourned, we will post information regarding the announcement on the Investors page of the Company’s website athttps://investors.zenasbio.com/.

By Order of the Board of Directors,

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Leon O. Moulder, Jr.

Chief Executive Officer and Chairman

Waltham, Massachusetts

April 28, 2025

Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible by Internet, by telephone or, if you received written proxy materials, by signing, dating and returning a proxy card included in these materials, in order to ensure your representation at the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

852 Winter Street, Suite 250, Waltham, MA 02451

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2025

This Proxy Statement relates to the solicitation of proxies by the board of directors (the “board of directors”) of Zenas BioPharma, Inc. for use at its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held to be held exclusively in a virtual format atwww.virtualshareholdermeeting.com/​ZBIO2025 on June 10, 2025 at 8:00 a.m. Eastern Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this proxy statement (the “Proxy Statement”).

The Annual Meeting will be held for the following purposes, as more fully described in the Proxy Statement:

To elect the two Class I director nominees named in the Proxy Statement to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

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To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

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The board of directors has fixed April 14, 2025 as the Record Date for the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

Under Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to stockholders over the Internet, Zenas BioPharma, Inc. (“we,” “us,” “our” or the “Company”) has elected to make its proxy materials available to all of its stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 28, 2025, we will commence sending the Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders entitled to vote at the 2025 Annual Meeting of Stockholders of the Company. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

This Proxy Statement and our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which includes our audited financial statements, are also available for viewing, printing and downloading on the Investors page of the Company’s website at https://investors.zenasbio.com and at http://www.proxyvote.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by following the instructions included on the Notice or by sending a written request to: Zenas BioPharma, Inc., 852 Winter Street, Suite 250, Waltham, MA 02451, Attention: Corporate Secretary.