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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000902664-22-003160 0001410830 XXXXXXXX LIVE 2 Common Stock, par value $0.001 per share 12/15/2025 false 0001725160 98943L107 Zentalis Pharmaceuticals, Inc. 10275 SCIENCE CENTER DRIVE SUITE 200 SAN DIEGO CA 92121 Gregory A. Brown (603) 956-9145 Matrix Capital Management Company LP 1000 Winter Street, Suite 4500 Waltham MA 02451 Ele Klein & Adriana Schwartz 212-756-2000 McDermott Will & Schulte LLP 919 Third Avenue New York NY 10022 0001410830 N Matrix Capital Management Company, LP OO N DE 0.00 6459973.00 0.00 6459973.00 6459973.00 N 9.98 IA PN 0001548144 N David E. Goel OO N X1 0.00 6459973.00 0.00 6459973.00 6459973.00 N 9.98 IN HC Common Stock, par value $0.001 per share Zentalis Pharmaceuticals, Inc. 10275 SCIENCE CENTER DRIVE SUITE 200 SAN DIEGO CA 92121 The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed by the undersigned on June 3, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed by the undersigned with the Securities and Exchange Commission on June 20, 2023 ("Amendment No. 1" and the Original Schedule 13D as amended by Amendment No. 1, the "Schedule 13D"). This Amendment No. 2 amends and restates Items 4 and 5(a)-(c). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. On December 15, 2025, Karan Takhar, a Senior Managing Director of the Investment Manager, resigned from the board of directors of the Issuer. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages used in this Schedule 13D are calculated based upon 64,750,779 shares of Common Stock outstanding as of December 15, 2025, which is the difference obtained by subtracting (i) 7,500,000 shares of Common Stock sold to the Issuer in the Repurchase (as defined below) from (ii) the 72,250,779 shares of Common Stock outstanding as of November 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 10, 2025. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. On December 15, 2025, the Matrix Fund agreed to sell and the Issuer agreed to repurchase 7,500,000 shares of Common Stock from the Matrix Fund at a price of $1.33 per share (the "Repurchase"). The Repurchase closed on December 15, 2025. Except for the Repurchase, no transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days. Matrix Capital Management Company, LP /s/ Gregory A. Brown Gregory A. Brown, General Counsel, Chief Compliance Officer 12/15/2025 David E. Goel /s/ David E. Goel David E. Goel, Individually 12/15/2025