SCHEDULE: SR One Capital Management Adjusts Zenas BioPharma Stake

SR One Capital Management and affiliated entities have amended their Schedule 13D filing to reflect a decrease in their beneficial ownership percentage of Zenas BioPharma, Inc. common stock.

Summary

• This filing is an amendment (Amendment No. 2) to a Schedule 13D, originally filed on September 23, 2024, and previously amended on October 14, 2025.
• The amendment reports a decrease in the beneficial ownership percentage of Zenas BioPharma, Inc. common stock by SR One Capital Management, LLC and its affiliated entities (collectively, the 'Reporting Persons').
• This decrease in percentage ownership is attributed to an increase in the total number of outstanding shares of Zenas BioPharma, Inc. common stock.
• The Reporting Persons collectively hold 7.7% of the outstanding common stock as of July 31, 2026, based on 65,176,723 shares outstanding.
• The filing confirms that no transactions in the shares were effected by the Reporting Persons in the last 60 days.
• The primary purpose of the filing is to update beneficial ownership information as required by SEC regulations.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, as it primarily reports a decrease in beneficial ownership percentage due to an increase in outstanding shares, rather than a change in investment strategy or significant new information.

Positives

• The Reporting Persons continue to hold a significant stake in Zenas BioPharma, Inc., indicating ongoing confidence in the company's long-term prospects.
• The filing is an administrative update, not indicative of any negative strategic shift or divestment by SR One Capital Management.

Negatives

• The percentage of beneficial ownership has decreased, which, while explained by an increase in outstanding shares, could be perceived negatively by the market if not properly contextualized.
• The filing does not provide new strategic insights or positive developments regarding the company's operations or future prospects.

Risks

• The decrease in beneficial ownership percentage, even if due to increased outstanding shares, could signal a reduced level of direct control or influence by a major shareholder.
• The reliance on an increase in outstanding shares to explain the percentage decrease implies potential dilution for existing shareholders, though this is not explicitly stated as a risk in the filing.

Future Outlook

The filing does not contain forward-looking statements or specific guidance. It is an update to beneficial ownership reporting.

Management Comments

• This Amendment No. 2 ('Amendment No. 2') to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on September 23, 2024 (the 'Schedule 13D') and Amendment No. 1 thereto filed on October 14, 2025 ('Amendment No. 1') relating to the Common Stock of the Issuer.
• Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 thereto).
• This Amendment No. 2 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has decreased by more than 1% as a result of an increase in the number of Common Stock outstanding.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes in public companies. This particular amendment from SR One Capital Management, a prominent venture capital firm, indicates a passive adjustment in their stake in Zenas BioPharma, likely due to broader market or company-specific share issuances rather than a change in investment thesis.

Stakeholder Impact

• Shareholders: The decrease in percentage ownership by a significant investor may be perceived as a dilution event, although the filing attributes this to an increase in outstanding shares. Long-term shareholders may be concerned if this trend continues without clear strategic benefit.
• Management: The filing does not directly impact management's operational responsibilities but reflects the evolving shareholder landscape.
• Creditors: No direct impact is indicated as the filing pertains to equity ownership and not debt.

Next Steps

• SR One Capital Management and its affiliated entities will continue to monitor their beneficial ownership levels in Zenas BioPharma, Inc.
• Future amendments to Schedule 13D will be filed if beneficial ownership changes by more than 1% or if other reportable events occur.

Key Dates

Keywords

Schedule 13D, Beneficial Ownership, SR One Capital Management, Zenas BioPharma, Amendment, Securities Exchange Act, Shareholder