Zentalis (ZNTL) officer Vultaggio logs tax and 10b5-1 stock sales

Rhea-AI Filing Summary

Zentalis Pharmaceuticals officer Vincent Vultaggio, who serves as PAO and PFO, reported several sales of company common stock. On February 6, 2026, he sold 29,951 shares at $2.4297 per share. On February 9, 2026, he sold 3,379 shares at $2.3929 per share, and on February 10, 2026, he sold 6,894 shares at $2.4223 per share. A footnote explains the first sale was made automatically by the company to cover tax withholding on vesting restricted stock units, while the later sale was executed under a pre-established Rule 10b5-1 trading plan. After these transactions, Vultaggio directly held 146,506 shares of Zentalis common stock.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Vultaggio Vincent

(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)
	PAO and PFO

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		29,951(1)	D	$2.4297	156,779	D
Common Stock	02/09/2026		S		3,379(1)	D	$2.3929	153,400	D
Common Stock	02/10/2026		S		6,894(2)	D	$2.4223	146,506	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.

2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 18, 2025.

Remarks:

	/s/ James B. Bucher, attorney-in-fact for Vincent Vultaggio	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 activity did Zentalis (ZNTL) report for Vincent Vultaggio?

Zentalis reported that officer Vincent Vultaggio sold several blocks of common stock in early February 2026. The transactions included sales on February 6, 9, and 10, with a remaining direct holding of 146,506 shares after the reported trades.

How many Zentalis (ZNTL) shares did Vincent Vultaggio sell on February 6, 2026?

On February 6, 2026, Vincent Vultaggio sold 29,951 shares of Zentalis common stock at a price of $2.4297 per share. A filing footnote states this sale was made automatically by the company to cover tax withholding on vesting restricted stock units.

What is the Rule 10b5-1 plan mentioned in the Zentalis (ZNTL) Form 4?

One sale on February 10, 2026, for 6,894 shares at $2.4223 per share, was carried out under a Rule 10b5-1 trading plan. The footnote notes this plan was adopted by Vincent Vultaggio on June 18, 2025 to prearrange stock sale timing.

What were the prices of the Zentalis (ZNTL) shares sold by Vincent Vultaggio?

The reported Zentalis stock sales were executed at prices of $2.4297 per share on February 6, $2.3929 per share on February 9, and $2.4223 per share on February 10. Each transaction involved common stock held directly by Vincent Vultaggio.

How many Zentalis (ZNTL) shares does Vincent Vultaggio hold after these transactions?

After the reported February 2026 transactions, Vincent Vultaggio directly owned 146,506 shares of Zentalis Pharmaceuticals common stock. This figure reflects the position remaining following the automatic tax-withholding sale and the additional open market sales disclosed in the Form 4.

What role does Vincent Vultaggio hold at Zentalis (ZNTL) in this Form 4?

In the Form 4, Vincent Vultaggio is identified as an officer of Zentalis Pharmaceuticals, serving as PAO and PFO. The filing confirms he is not listed as a director or 10% owner, and the reported trades involve his directly held common stock.