Zentalis Pharmaceuticals, Inc. SEC Filings

Zentalis Pharmaceuticals agreed to repurchase 7,500,000 shares of its common stock from Matrix Capital’s fund at $1.33 per share, below the recent $1.40 closing price. The buyback, which closed on December 15, 2025, is tied to Matrix Capital Management’s previously announced plan to wind down its family of funds.

The company states that this repurchase is not expected to materially affect its projected cash runway into late 2027. On the same date, Karan Takhar, a Matrix executive, resigned from Zentalis’ Board of Directors and all board committees, with the company noting there was no disagreement over operations or policies. Following his departure, the board size was reduced from seven to six directors.

Zentalis Pharmaceuticals (ZNTL) filed its Q3 2025 report, highlighting lower operating spend and a solid cash position while advancing azenosertib in ovarian cancer. The company reported a Q3 net loss of $26.7 million on operating expenses of $33.7 million, driven by R&D $23.0 million and G&A $10.8 million. Investment and other income contributed $7.0 million in the quarter.

Cash, cash equivalents and marketable securities totaled $280.7 million as of September 30, 2025, and management believes this will fund operations into late 2027. Year to date, the company recorded $7.8 million in restructuring charges tied to a roughly 40% workforce reduction. Shares outstanding were 72,250,779 as of November 1, 2025.

Development continues on azenosertib (WEE1 inhibitor) in Cyclin E1‑positive platinum‑resistant ovarian cancer. DENALI Part 2 is enrolling, with topline data anticipated by year end 2026, and a Phase 3 confirmatory study is planned to run concurrently with Part 2b. The company noted that the October 1, 2025 U.S. government shutdown could delay FDA and SEC timelines.

Zentalis Pharmaceuticals (ZNTL) furnished an update via Form 8-K. The company announced its financial results for the quarter ended September 30, 2025, and provided business updates. A press release was furnished as Exhibit 99.1 and a corporate presentation as Exhibit 99.2, both beginning November 10, 2025. The materials under Items 2.02 and 7.01 are furnished, not filed, and are not subject to Section 18 liabilities or automatically incorporated by reference.

Form 3 initial statement: The reporting person, James B. Bucher, identified his relationship to Zentalis Pharmaceuticals, Inc. as a director and Chief Legal Officer and filed an initial Section 16 Form 3. The filing states no securities are beneficially owned by the reporting person and attaches an exhibit noting a power of attorney. The form is an initial disclosure of ownership status rather than a transaction report.

Zentalis Pharmaceuticals (ZNTL) Director Luke Nathaniel Walker received a grant of 57,603 restricted stock units (RSUs) on June 17, 2025, as part of the company's Non-Employee Director Compensation Program. Following this transaction, Walker's direct ownership increased to 144,284 shares.

Key details of the RSU grant:

• Each RSU represents a contingent right to receive one share of common stock
• Vesting occurs at the earlier of June 17, 2026, or the next annual stockholder meeting
• Vesting is contingent on continued service on the Board of Directors
• The RSUs were granted at $0 cost to the director

The transaction was reported via Form 4 filing and was executed through an attorney-in-fact, Andrea Paul, on June 18, 2025. This equity grant aligns with standard director compensation practices and serves to strengthen the alignment between director and shareholder interests.

Zentalis Pharmaceuticals (ZNTL) Director Jan Skvarka received a grant of 57,603 restricted stock units (RSUs) on June 17, 2025, as part of the company's Non-Employee Director Compensation Program. Following this transaction, Skvarka now beneficially owns 207,154 shares directly.

Key details of the RSU grant:

• Each RSU represents a contingent right to receive one share of common stock
• Vesting occurs at the earlier of June 17, 2026 or the next annual stockholder meeting
• Vesting is contingent on continued service on the Board of Directors
• The RSUs were granted at $0 exercise price

This Form 4 filing was submitted by Andrea Paul as attorney-in-fact for Jan Skvarka on June 18, 2025, in compliance with SEC insider trading reporting requirements.