WALTERS GROUP - 15 Dec 2025 Form 3 Insider Report for Zentalis Pharmaceuticals, Inc. (ZNTL)

Role: 10%+ Owner
Signature: /s/ The Walters Group, By: /s/ Susan B. Walters, Name: Susan B. Walters, Title: General Partner
Issuer symbol: ZNTL
Transactions as of: 15 Dec 2025
Net transactions value: $0
Form type: 3
Filing time: 08 Jan 2026, 16:56:33 UTC
Next filing: 08 Jan 2026
SEC: View on sec.gov

Reporting Owners (3)

Name	Relationship	Address	Signature	Signature date	CIK
WALTERS GROUP	10%+ Owner	8975 S. PECOS ROAD, UNIT 6A, HENDERSON	/s/ The Walters Group, By: /s/ Susan B. Walters, Name: Susan B. Walters, Title: General Partner	08 Jan 2026	0001177523
WALTERS WILLIAM THURMAN	10%+ Owner	8975 S. PECOS ROAD, UNIT 6A, HENDERSON	/s/ William T. Walters	08 Jan 2026	0001689655
WALTERS SUSAN BERKLEY	10%+ Owner	8975 S. PECOS ROAD, UNIT 6A, HENDERSON	/s/ Susan B. Walters	08 Jan 2026	0001689761

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ZNTL	Common Stock						7,050,000	15 Dec 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.
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.

Content

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.

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.