Zentalis Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 26, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements.
The following documents are included on pages F-1 through F-31 attached hereto and are filed as part of this Annual Report on Form 10-K.
Index to Consolidated Financial Statements
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-1 |
|---|---|
| Consolidated Financial Statements | |
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Comprehensive Loss | F-5 |
| Consolidated Statements of Stockholders' Equity | F-6 |
| Consolidated Statements of Cash Flows | F-8 |
| Notes to Consolidated Financial Statements | F-10 |
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| ExhibitNumber · Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date · Filed/Furnished Herewith | |||||
| 2.1 | Plan of Conversion Converting Zentalis Pharmaceuticals, LLC (a Delaware limited liability company) into Zentalis Pharmaceuticals, Inc. (a Delaware corporation) | 10-Q | 001-39263 | 2.1 | 05/15/2020 |
| 2.2 | Certificate of Conversion Converting Zentalis Pharmaceuticals, LLC (a Delaware limited liability company) into Zentalis Pharmaceuticals, Inc. (a Delaware corporation) | 10-Q | 001-39263 | 2.2 | 05/15/2020 |
| 3.1 | Certificate of Incorporation of Zentalis Pharmaceuticals, Inc. | S-8 | 333-237593 | 4.1 | 04/07/2020 |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of Zentalis Pharmaceuticals, Inc., dated June 16, 2023 | 8-K | 001-39263 | 3.1 | 06/16/2023 |
| 3.3 | Amended and Restated Bylaws of Zentalis Pharmaceuticals, Inc. | 8-K | 001-39263 | 3.1 | 02/15/2024 |
| 3.4 | Second Amended and Restated Limited Liability Company Agreement of Zentalis Pharmaceuticals, LLC | S-1 | 333-236959 | 3.3 | 03/06/2020 |
| 4.1 | Amended and Restated Investors’ Rights Agreement, dated as of September 6, 2019, by and among Zeno Pharma, LLC and the investors party thereto | S-1 | 333-236959 | 4.1 | 03/06/2020 |
| 4.2 | Specimen of Common Stock Certificate evidencing the shares of common stock | S-1 | 333-236959 | 4.2 | 03/06/2020 |
| 4.3 | Description of Capital Stock | 10-K | 001-39263 | 4.3 | 03/25/2021 |
| 10.1# | Zentalis Pharmaceuticals, LLC 2017 Profits Interest Plan, as amended, and form of profit interest award agreement thereunder | S-1 | 333-236959 | 10.1 | 03/06/2020 |
| 10.2.1# | 2020 Incentive Award Plan and form of option agreement and restricted stock unit agreement thereunder | S-1/A | 333-236959 | 10.2 | 03/30/2020 |
| 10.2.2# | Amendment No. 1 to the Zentalis Pharmaceuticals, Inc. 2020 Incentive Award Plan | 10-Q | 001-39263 | 10.3 | 05/17/2021 |
| 10.3# | Non-Employee Director Compensation Program | 10-K | 001-39263 | 10.3 | 03/26/2025 |
| ExhibitNumber · Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date | Filed/Furnished Herewith |
| 10.4# | 2020 Employee Stock Purchase Plan, as amended and restated | S-8 | 333-254506 | 99.1 | 03/19/2021 | |
| 10.5.1# | Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan, as amended | 10-K | 001-39263 | 10.5.1 | 03/26/2025 | |
| 10.5.2# | Form of Option Agreement pursuant to the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan | 8-K | 001-39263 | 10.2 | 07/22/2022 | |
| 10.5.3# | Form of RSU Agreement pursuant to the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan | 8-K | 001-39263 | 10.3 | 07/22/2022 | |
| 10.6# | Form of Indemnification Agreement for Directors and Officers | 10-Q | 001-39263 | 10.1 | 05/10/2023 | |
| 10.7#† | Employment Agreement, dated November 13, 2024, between Zeno Management, Inc. and Ingmar Bruns, M.D. | 10-K | 001-39263 | 10.10 | 03/26/2025 | |
| 10.8#† | Employment Agreement, dated November 13, 2024, between Zeno Management, Inc. and Julie Eastland | 10-K | 001-39263 | 10.11 | 03/26/2025 | |
| 10.9# | Amended and Restated Employment Agreement, dated February 28, 2023, between Zeno Management, Inc. and Andrea Paul | 10-K | 001-39263 | 10.16 | 03/01/2023 | |
| 10.10#† | Release Agreement, dated October 1, 2025 between Zentalis Pharmaceuticals, Inc., Zeno Management, Inc., and Andrea Paul | 10-Q | 001-39263 | 10.1 | 11/10/2025 | |
| 10.11# | Amended and Restated Employment Agreement, dated December 31, 2023, between Zeno Management, Inc. and Mark Lackner, Ph.D. | 10-K | 001-39263 | 10.23 | 02/27/2024 | |
| 10.12#† | Release Agreement, dated April 25, 2025 between Zentalis Pharmaceuticals, Inc., Zeno Management, Inc. and Mark Lackner, Ph.D. | 10-Q | 001-39263 | 10.1 | 08/06/2025 | |
| 10.13#† | Consulting Agreement, dated April 25, 2025 between Zentalis Pharmaceuticals, Inc. and Mark Lackner, Ph.D. | 10-Q | 001-39263 | 10.2 | 08/06/2025 | |
| 10.14#† | Employment Agreement, dated September 15, 2025 between Zentalis Pharmaceuticals, Inc. and James B. Bucher | * | ||||
| 10.15† | Third Amended and Restated License Agreement, dated June 5, 2023, by and between Zeno Management, Inc. and Recurium IP Holdings, LLC | 10-Q | 001-39263 | 10.1 | 08/09/2023 | |
| 19.1 | Insider Trading Compliance Policy | 10-K | 001-39263 | 19.1 | 03/26/2025 | |
| 21.1 | List of Subsidiaries of Zentalis Pharmaceuticals, Inc. | 10-K | 001-39263 | 21.1 | 02/27/2024 | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | * | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). | * | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a). | * | ||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| ExhibitNumber · Description · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date | Filed/Furnished Herewith |
| 97# | Zentalis Pharmaceuticals, Inc. Policy for Erroneously Awarded Compensation | 10-K | 001-39263 | 97 | 02/27/2024 | |
| 101.INS | Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||
- Filed herewith.
** Furnished herewith.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.