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  4. [Form 3] Zentalis Pharmaceuticals, Inc. Initial Statement of Beneficial Ownership

Walters Group holds 7.05M Zentalis Pharmaceuticals (NASDAQ: ZNTL)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Zentalis Pharmaceuticals filed an initial ownership report showing that The Walters Group directly holds 7,050,000 shares of the company’s common stock. Footnotes explain that William T. Walters and Susan B. Walters may be deemed to share voting and dispositive power over these shares through The Walters Group, but each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

The filing also notes that Zentalis entered into a Stock Purchase Agreement with Matrix Capital Master Fund, LP to repurchase 7,500,000 shares of its common stock, with the repurchase closing on December 15, 2025. As a result of this repurchase, the reporting persons are deemed to be 10% holders, and this status did not arise from any new acquisition of securities by them.

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Insider WALTERS GROUP, WALTERS WILLIAM THURMAN, WALTERS SUSAN BERKLEY
Role 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 7,050,000 shares (Direct)
Footnotes (2)
  1. F1. The shares of common stock reported herein (the "Shares") are held directly by The Walters Group (the "TWG"). William T. Walters may be deemed to share voting and dispositive power with respect to the Shares. Susan B. Walters is the general partner and majority member of TWG and may be deemed to share voting and dispositive power with respect to the Shares. Each Reporting Person disclaims Section 16 beneficial ownership of the Shares reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of any of the reported Shares for purposes of Section 16 or any other purpose.
  2. F2. On December 15, 2025, Zentalis Pharmaceuticals, Inc. (the "Issuer") entered into a Stock Purchase Agreement (the "Agreement") with Matrix Capital Master Fund, LP ("Matrix"). Pursuant to the Agreement, the Issuer agreed to repurchase 7,500,000 shares of the Issuer's common stock from Matrix (the "Repurchase"). The Repurchase closed on December 15, 2025 and is further described in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 15, 2025. As a result of the Repurchase, the Reporting Persons are deemed to be 10% holders. This status is not the result of any acquisition of securities by the Reporting Persons.

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FAQ

How many Zentalis (ZNTL) shares does The Walters Group report on this Form 3?

The Walters Group reports direct beneficial ownership of 7,050,000 shares of Zentalis Pharmaceuticals common stock on this Form 3.

Did The Walters Group or the Walters individuals buy new Zentalis shares in this filing?

No new acquisitions by the reporting persons are described. The filing states that their 10% holder status is not the result of any acquisition of securities by the reporting persons.

Who legally holds the reported Zentalis (ZNTL) shares on this Form 3?

The footnotes state that the shares are held directly by The Walters Group. William T. Walters and Susan B. Walters may be deemed to share voting and dispositive power through The Walters Group.

Do the Walters reporting persons claim full beneficial ownership of the Zentalis shares?

No. Each reporting person disclaims Section 16 beneficial ownership of the reported shares, except to the extent of any pecuniary interest.

What transaction involving Matrix Capital is referenced in this Zentalis (ZNTL) Form 3?

Zentalis entered into a Stock Purchase Agreement with Matrix Capital Master Fund, LP to repurchase 7,500,000 shares of its common stock, with the repurchase closing on December 15, 2025.

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
WALTERS GROUP
(Last) (First) (Middle)
8975 S. PECOS ROAD, UNIT 6A
(Street)
HENDERSON NV 89074
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2025 		3. Issuer Name and Ticker or Trading Symbol
Zentalis Pharmaceuticals, Inc. [ ZNTL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7,050,000(1)(2) D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
WALTERS GROUP
(Last) (First) (Middle)
8975 S. PECOS ROAD, UNIT 6A
(Street)
HENDERSON NV 89074
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WALTERS WILLIAM THURMAN
(Last) (First) (Middle)
8975 S. PECOS ROAD, UNIT 6A
(Street)
HENDERSON NV 89074
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WALTERS SUSAN BERKLEY
(Last) (First) (Middle)
8975 S. PECOS ROAD, UNIT 6A
(Street)
HENDERSON NV 89074
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares of common stock reported herein (the "Shares") are held directly by The Walters Group (the "TWG"). William T. Walters may be deemed to share voting and dispositive power with respect to the Shares. Susan B. Walters is the general partner and majority member of TWG and may be deemed to share voting and dispositive power with respect to the Shares. Each Reporting Person disclaims Section 16 beneficial ownership of the Shares reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of any of the reported Shares for purposes of Section 16 or any other purpose.
2. On December 15, 2025, Zentalis Pharmaceuticals, Inc. (the "Issuer") entered into a Stock Purchase Agreement (the "Agreement") with Matrix Capital Master Fund, LP ("Matrix"). Pursuant to the Agreement, the Issuer agreed to repurchase 7,500,000 shares of the Issuer's common stock from Matrix (the "Repurchase"). The Repurchase closed on December 15, 2025 and is further described in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 15, 2025. As a result of the Repurchase, the Reporting Persons are deemed to be 10% holders. This status is not the result of any acquisition of securities by the Reporting Persons.
/s/ The Walters Group, By: /s/ Susan B. Walters, Name: Susan B. Walters, Title: General Partner 01/08/2026
/s/ William T. Walters 01/08/2026
/s/ Susan B. Walters 01/08/2026
** 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 5 (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.

Source: View Original Filing on SEC EDGAR