Insider Bruns (NASDAQ: ZNTL) sells shares to cover RSU taxes

Rhea-AI Filing Summary

Zentalis Pharmaceuticals chief medical officer Ingmar Bruns reported automatic sales of company common stock to cover tax withholding on vested restricted stock units. On February 6, 2026, 2,962 shares were sold at $2.4297 per share, followed by 335 shares at $2.3929 per share on February 9, 2026. After these transactions, Bruns beneficially owned 33,332 shares of Zentalis common stock directly.

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

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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^*

Bruns Ingmar

(Last) (First) (Middle)

C/O ZENTALIS PHARMACEUTICALS, INC.

10275 SCIENCE CENTER DRIVE, SUITE 200

(Street)

SAN DIEGO CA 92121

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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

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

X	Form filed by One Reporting Person
	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	02/06/2026		S		2,962(1)	D	$2.4297	33,667	D
Common Stock	02/09/2026		S		335(1)	D	$2.3929	33,332	D

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

Explanation of Responses:

1. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units previously granted to the Reporting Person.

Remarks:

	/s/ James B. Bucher, attorney-in-fact for Ingmar Bruns	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Ingmar Bruns report at Zentalis (ZNTL)?

Ingmar Bruns, chief medical officer of Zentalis Pharmaceuticals, reported sales of company common stock. The filing shows two small automatic sales executed in February 2026, related to tax withholding on vested restricted stock units, with Bruns continuing to hold tens of thousands of shares afterward.

How many Zentalis (ZNTL) shares did Ingmar Bruns sell on February 6, 2026?

On February 6, 2026, Ingmar Bruns reported selling 2,962 shares of Zentalis common stock at a price of $2.4297 per share. These shares were sold in connection with tax withholding tied to the vesting and settlement of previously granted restricted stock units.

How many Zentalis (ZNTL) shares did Ingmar Bruns sell on February 9, 2026?

On February 9, 2026, Ingmar Bruns reported selling 335 shares of Zentalis common stock at $2.3929 per share. This transaction, like the earlier one, was connected to satisfying tax withholding obligations from vesting restricted stock units previously granted to him.

Why were the Zentalis (ZNTL) shares sold in this Form 4 filing?

The Form 4 explains that the shares were sold automatically by the issuer to cover tax withholding obligations. These obligations arose from the vesting and settlement of restricted stock units that had been previously granted to Ingmar Bruns, rather than from a discretionary open-market sale.

How many Zentalis (ZNTL) shares does Ingmar Bruns hold after these transactions?

After the reported February 2026 transactions, Ingmar Bruns beneficially owned 33,332 shares of Zentalis common stock directly. This figure reflects his position following both the 2,962-share sale on February 6 and the 335-share sale on February 9, as disclosed in the filing.

What is Ingmar Bruns role at Zentalis Pharmaceuticals (ZNTL)?

Ingmar Bruns is identified as an officer of Zentalis Pharmaceuticals, serving as its Chief Medical Officer. The Form 4 indicates he is not a director or 10% owner, and the filing is made for him as a single reporting person.