Zentalis Pharmaceuticals (ZNTL) director reports 7,500,000 share sale

Rhea-AI Filing Summary

Zentalis Pharmaceuticals, Inc. (ZNTL) disclosed a large insider sale by entities affiliated with Matrix Capital Management Company, LP and its managing general partner, David E. Goel. On 12/15/2025, the reporting persons sold 7,500,000 shares of Zentalis common stock at $1.33 per share in an open market or private sale transaction coded "S".

After this transaction, they reported 6,459,973 shares of Zentalis common stock beneficially owned on an indirect basis, held through Matrix Capital Management Master Fund, LP. The reporting persons, including the investment manager and Mr. Goel, expressly disclaim beneficial ownership of these securities except to the extent of their pecuniary interest.

Insights

Insider transactions analyst

Matrix Capital-affiliated director reported selling 7,500,000 Zentalis shares at $1.33, retaining a sizable indirect stake.

The filing shows that entities advised by Matrix Capital Management Company, LP, with David E. Goel as managing general partner, executed a sale of 7,500,000 shares of Zentalis Pharmaceuticals common stock on 12/15/2025. The transaction is coded "S," indicating a sale of non-derivative common stock at a reported price of $1.33 per share.

Following the trade, the reporting persons list 6,459,973 shares as beneficially owned indirectly through Matrix Capital Management Master Fund, LP. The footnotes state that the investment manager and Mr. Goel act as advisor and managing general partner, respectively, but each expressly disclaims beneficial ownership beyond their pecuniary interest, which is standard language for institutional holders.

The form is filed by more than one reporting person and identifies the relationship to Zentalis as a director role. There are no derivative securities reported in Table II, so this disclosure focuses solely on changes in common stock holdings rather than options or warrants. Future ownership updates, if any, would be reflected in subsequent ownership reports.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matrix Capital Management Company, LP

(Last) (First) (Middle)

1000 WINTER STREET, SUITE 4500

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zentalis Pharmaceuticals, Inc. [ ZNTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	12/15/2025		S		7,500,000	D	$1.33	6,459,973	I	See footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Matrix Capital Management Company, LP

(Last) (First) (Middle)

1000 WINTER STREET, SUITE 4500

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GOEL DAVID E.

(Last) (First) (Middle)

C/O MATRIX CAPITAL MANAGEMENT CO., LP

1000 WINTER STREET, SUITE 4500

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The securities reported herein are held by Matrix Capital Management Master Fund, LP (the "Matrix Fund"). Matrix Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the Matrix Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the Managing General Partner of the Investment Manager.

2. The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

	Matrix Capital Management Company, LP, by: /s/ Gregory A. Brown, General Counsel, Chief Compliance Officer	12/15/2025
	/s/ David E. Goel	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Zentalis Pharmaceuticals (ZNTL) report in this Form 4?

The filing reports that Matrix Capital-affiliated entities and director David E. Goel sold 7,500,000 shares of Zentalis common stock on 12/15/2025.

At what price were the Zentalis (ZNTL) shares sold in the reported transaction?

The 7,500,000 Zentalis common shares were sold at a price of $1.33 per share, according to the transaction details in Table I.

How many Zentalis (ZNTL) shares do the reporting persons beneficially own after the sale?

After the reported sale, the reporting persons list 6,459,973 shares of Zentalis common stock as beneficially owned indirectly.

Who are the reporting persons in this Zentalis Pharmaceuticals (ZNTL) insider filing?

The securities are held by Matrix Capital Management Master Fund, LP, with Matrix Capital Management Company, LP as investment manager and David E. Goel as managing general partner.

How is the ownership of Zentalis (ZNTL) shares structured for the reporting persons?

The shares are reported as indirectly owned through the Matrix Fund, with the investment manager and Mr. Goel disclaiming beneficial ownership except to the extent of their pecuniary interest.

Are any derivative securities reported for Zentalis Pharmaceuticals (ZNTL) in this Form 4?

No derivative securities are listed in Table II; the filing only reports a transaction in non-derivative common stock.