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FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedSeptember30, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________________ to ___________________Commission File Number:001-39263 Zentalis Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware82-3607803(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)10275 Science Center Dr.,Suite 20092121San Diego,California(Zip Code)(Address of principal executive offices)(858)263-4333(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of November 1, 2025, the registrant had72,250,779shares of common stock, $0.001 par value per share, outstanding. Table of Contents PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive LossCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statement of Stockholders’ EquityNotes to Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II.OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements within the meaning of the safe harborprovisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, andSection 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historicalfacts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements byterms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “believe,” “estimate,” “predict,”“potential,” “design,” “support,” “advance,” “strive,” "opportunity," "upcoming," or “continue” or the negative of these terms or othersimilar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in thisQuarterly Report include, but are not limited to, statements about: ◦our competitive position;◦our expectations, projections and estimates regarding our capital requirements, need for additional capital, financing our futurecash needs, costs, expenses, revenues, capital resources, cash flows, financial performance, profitability, tax obligations, liquidity,growth, contractual obligations, the period of time our cash resources will fund our current operating plan, our internal controlover financial reporting and disclosure controls and procedures;◦our prioritization of azenosertib (ZN-c3) and the potential for azenosertib to be first-in-class and best-in-class;◦the ability of our clinical trials to demonstrate safety and efficacy of azenosertib and other positive results;◦the global macroeconomic environment, inflation levels and interest rates;◦our plans fo