[Form 4] Zentalis Pharmaceuticals, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

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
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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^*

Walker Luke Nathaniel

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		A		57,603(1)	A	$0	144,284	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. Represents restricted stock units granted pursuant to the Issuer's Non-Employee Director Compensation Program, each of which represents a contingent right to receive one share of common stock, and which will vest on the first to occur of (a) June 17, 2026 or (b) the next occurring annual meeting of the Issuer's stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors through such vesting date.

Remarks:

	/s/ Andrea Paul, attorney-in-fact for Luke Walker	06/18/2025
	** 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

How many ZNTL shares did Director Luke Walker acquire on June 17, 2025?

Director Luke Walker acquired 57,603 shares of ZNTL common stock in the form of restricted stock units (RSUs) on June 17, 2025.

What is the vesting schedule for ZNTL Director Luke Walker's new RSUs?

The RSUs will vest on the earlier of: (a) June 17, 2026, or (b) ZNTL's next annual stockholder meeting, subject to Walker's continued service on the Board of Directors through the vesting date.

How many ZNTL shares does Luke Walker own after the June 17, 2025 grant?

Following the RSU grant, Luke Walker beneficially owns 144,284 shares of ZNTL common stock directly.

What was the purchase price of ZNTL shares granted to Director Luke Walker?

The RSUs were granted at $0 cost to Luke Walker as part of ZNTL's Non-Employee Director Compensation Program.