Zentalis Pharmaceuticals, Inc. Schedule 13G reports that Squadron Master Fund LP (and related advisor and partners) beneficially hold 3,676,900 shares of common stock, representing 5.1% of the class.
The filing states this percentage is based on 72,250,779 shares outstanding as of November 1, 2025. The reporting persons disclose shared voting and shared dispositive power over the 3,676,900 shares and include a Rule 13d-4 disclaimer of beneficial ownership.
Positive
None.
Negative
None.
Insights
Holder reports a passive >5% position with shared voting/dispositive power.
The statement identifies Squadron Master Fund LP, its adviser, and two partner-reporting persons as holders of 3,676,900 shares (5.1%), with shared voting and dispositive authority.
This filing cites the 72,250,779 shares outstanding as of November 1, 2025 and includes a Rule 13d-4 disclaimer; subsequent disclosures would be required if the holder’s intent or control changes.
Ownership level exceeds the 5% threshold that triggers Schedule 13G reporting.
The reported 5.1% stake meets the regulatory threshold for beneficial ownership disclosure and shows shared voting/dispositive power rather than sole control, consistent with passive or advisor-led holdings.
Market impact depends on any future amendments or transactions; timing and transaction intent are not stated in the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Zentalis Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock,$0.001 par value per share
(Title of Class of Securities)
02/24/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Squadron Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,676,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,676,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,676,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Squadron Capital Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,676,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,676,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,676,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IA, HC
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Matthew Sesterhenn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,676,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,676,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,676,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
William Blank
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,676,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,676,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,676,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Zentalis Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
10275 SCIENCE CENTER DRIVE, SUITE 200, SAN DIEGO, CALIFORNIA, 92121.
Item 2.
(a)
Name of person filing:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - United States
(d)
Title of class of securities:
Common Stock,$0.001 par value per share
(e)
CUSIP No.:
98943L107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
Squadron Master Fund LP - 3,676,900 shares
Squadron Capital Management, LLC - 3,676,900 shares
Matthew Sesterhenn - 3,676,900 shares
William Blank - 3,676,900 shares
(b)
Percent of class:
Ownership percentage is based on 72,250,779 shares of common stock outstanding, par value $0.001 per share, as of November 1, 2025, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025.
Squadron Master Fund LP - 5.1%
Squadron Capital Management, LLC - 5.1%
Matthew Sesterhenn - 5.1%
William Blank - 5.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 3,676,900 shares
Squadron Capital Management, LLC - 3,676,900 shares
Matthew Sesterhenn - 3,676,900 shares
William Blank - 3,676,900 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 3,676,900 shares
Squadron Capital Management, LLC - 3,676,900 shares
Matthew Sesterhenn - 3,676,900 shares
William Blank - 3,676,900 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner
What stake does Squadron Master Fund report in ZNTL?
The filing reports 3,676,900 shares, representing 5.1% of common stock. This percentage is calculated using 72,250,779 shares outstanding as of November 1, 2025, as cited in the statement.
Who is listed as the beneficial owner of the shares in the ZNTL filing?
The filing lists Squadron Master Fund LP, Squadron Capital Management, LLC, and partners Matthew Sesterhenn and William Blank as reporting persons for the same 3,676,900 shares position.
What voting and dispositive powers are reported for the ZNTL shares?
The reporting persons disclose 0 sole voting and 3,676,900 shared voting power, and 0 sole dispositive and 3,676,900 shared dispositive power over the reported shares.
Does the Schedule 13G state the reporting persons claim beneficial ownership?
The filing includes a Rule 13d-4 disclaimer in which Squadron Capital Management, LLC and the partners expressly disclaim beneficial ownership, while reporting their shared power over the 3,676,900 shares.
How was the percent of class calculated in the ZNTL filing?
The percent is based on the issuer’s reported 72,250,779 shares outstanding as of November 1, 2025, per the filing; the reported position equals 5.1% of that total.
