SEC FORM 3

SEC FORM 3 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

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1. Name and Address of Reporting Person^*

WALTERS GROUP

(Last)

(First)

(Middle)

8975 S. PECOS ROAD, UNIT 6A

(Street)

HENDERSON

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

1. Name and Address of Reporting Person^*

WALTERS GROUP

(Last)

(First)

(Middle)

8975 S. PECOS ROAD, UNIT 6A

(Street)

HENDERSON

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

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

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.

New insider Walters Group claimed ownership of 7,050,000 shares (SEC Form 3)