[SCHEDULE 13G/A] Zentalis Pharmaceuticals, Inc. Amended Passive Investment Disclosure
Walters Group holds 18.8% of Zentalis Pharma
Zentalis Pharmaceuticals, Inc. (ZNTL) received an amended Schedule 13G/A reporting a significant ownership position by a group associated with William T. Walters and Susan B. Walters through The Walters Group (TWG).
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Zentalis Pharmaceuticals, Inc. (ZNTL) received an amended Schedule 13G/A reporting a significant ownership position by a group associated with William T. Walters and Susan B. Walters through The Walters Group (TWG). The filing states that TWG directly holds 17,844,973 shares of Zentalis common stock. Based on 94,668,568 shares outstanding as of August 14, 2026, this position represents 18.8% of the company’s common stock. Voting and dispositive power over these shares are reported on a shared basis, with no sole voting or dispositive power reported for any of the reporting persons.
Key Figures
Shares beneficially owned:17,844,973 sharesOwnership percentage:18.8%Shares outstanding baseline:94,668,568 shares+2 more
5 metrics
Shares beneficially owned17,844,973 sharesCommon stock of Zentalis Pharmaceuticals, Inc. beneficially owned by each reporting person
Ownership percentage18.8%Percent of Zentalis common stock beneficially owned by each reporting person
Shares outstanding baseline94,668,568 sharesZentalis common stock outstanding as of August 14, 2026 from Form 424B5
Shared voting power17,844,973 sharesNumber of shares over which the reporting persons have shared voting power
Shared dispositive power17,844,973 sharesNumber of shares over which the reporting persons have shared dispositive power
Key Terms
beneficially own, shared voting power, shared dispositive power, general partnership
4 terms
beneficially ownfinancial
"Each of William T. Walters, TWG and Susan B. Walters may be deemed to beneficially own"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared voting powerfinancial
"Shared Voting Power 17,844,973.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 17,844,973.00"
general partnershipfinancial
"TWG was organized as a Nevada general partnership"
A general partnership is a business arrangement where two or more people jointly own and run a company, sharing profits, losses and day-to-day decisions. It matters to investors because each partner is personally responsible for the business’s debts and legal obligations—like roommates who sign the same lease—so the financial risk, tax consequences and control of the business rest directly on the partners rather than on a separate corporate shield.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of ZNTL does the Walters group report owning in this Schedule 13G/A?
The Walters group reports beneficial ownership of 18.8% of Zentalis Pharmaceuticals, Inc. (ZNTL) common stock. This percentage is based on 94,668,568 shares outstanding as of August 14, 2026, as disclosed in a Form 424B5 prospectus.
How many ZNTL shares are reported as beneficially owned by the Walters group?
The reporting persons disclose beneficial ownership of 17,844,973 shares of Zentalis common stock. These shares are directly owned by The Walters Group, with William T. Walters and Susan B. Walters potentially sharing voting and dispositive power over them.
Who are the reporting persons in this ZNTL Schedule 13G/A filing?
The reporting persons are William T. Walters, The Walters Group (a Nevada general partnership), and Susan B. Walters. The Walters Group directly owns the ZNTL shares, and each reporting person may be deemed to share voting and dispositive power over them.
What voting power over ZNTL shares does the Walters group report?
The filing reports 0 shares with sole voting power and 17,844,973 shares with shared voting power. The same share amount is also reported as subject to shared dispositive power, indicating decisions are made on a shared basis among the reporting persons.
What is the share count baseline used to calculate the Walters group’s ownership percentage in ZNTL?
The ownership percentage is calculated using 94,668,568 shares of ZNTL common stock outstanding. This outstanding share count is taken from Zentalis Pharmaceuticals’ Form 424B5 prospectus filed on August 14, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Zentalis Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98943L107
(CUSIP Number)
08/14/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98943L107
1
Names of Reporting Persons
Walters William T
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
17,844,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,844,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,844,973.00
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)
18.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
98943L107
1
Names of Reporting Persons
WALTERS GROUP
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
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
17,844,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,844,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,844,973.00
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)
18.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: General partnership
SCHEDULE 13G
CUSIP Number(s):
98943L107
1
Names of Reporting Persons
Walters, Susan B.
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
17,844,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,844,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,844,973.00
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)
18.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Zentalis Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
10275 SCIENCE CENTER DRIVE, SAN DIEGO, CALIFORNIA, 92121.
Item 2.
(a)
Name of person filing:
This Schedule 13G ("Schedule") is being filed by William T. Walters, The Walters Group (the "TWG") and Susan B. Walters (together, the "Reporting Persons"). TWG directly owns the shares of common stock reported in this Schedule (the "Shares"). 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 beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person (if any).
(b)
Address or principal business office or, if none, residence:
The address of each Reporting Person is 8975 S. Pecos Road, Unit 6A, Henderson, Nevada 89074.
(c)
Citizenship:
TWG was organized as a Nevada general partnership. William T. Walters and Susan B. Walters are U.S. citizens.
(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:
Each of William T. Walters, TWG and Susan B. Walters may be deemed to beneficially own 17,844,973 Shares.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 94,668,568 shares of common stock outstanding as of August 14, 2026, as reported in the Issuer's Prospectus on Form 424B5 filed with the SEC on August 14, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
17,844,973
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
17,844,973
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.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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.
