Waystar (WAY) Chief Business Officer Eric Sinclair to exit role without severance

Rhea-AI Filing Summary

Waystar Holding Corp. reported that its Chief Business Officer, Eric (Ric) Sinclair III, has notified the company he will resign effective March 2, 2026 to take a position at another company. The company states his resignation is not due to any disagreement over operations, policies, or practices.

In connection with his departure, Mr. Sinclair will receive his 2025 annual bonus, which will be determined and paid under the company’s standard practices, and he will not receive any additional severance or separation-related benefits.

Insights

Corporate governance analyst

Waystar discloses Chief Business Officer resignation with limited exit benefits.

Waystar Holding Corp. is announcing the upcoming departure of its Chief Business Officer, Eric (Ric) Sinclair III, effective March 2, 2026. The company notes that he is leaving to accept a role at another company and that there is no disagreement regarding operations, policies, or practices.

The disclosure that he will receive only his 2025 annual bonus, determined under standard practices, and no additional severance or separation benefits indicates a relatively straightforward transition rather than a negotiated exit package. The absence of stated disputes or special payouts suggests a routine leadership change from a governance perspective.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

Waystar Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware			001-42125			84-2886542
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1550 Digital Drive, #300

Lehi, Utah 84043

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 492-9782

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of  each class

Trading  Symbol

Name of each exchange  on which registered

Common Stock, par value $0.01 per share

WAY

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 2, 2026, Eric (Ric) Sinclair III, Chief Business Officer of Waystar Holding Corp. (the “Company”), notified the Company of his intention to resign from the Company effective March 2, 2026 to accept a position at another company. Mr. Sinclair’s resignation is not the result of any disagreement with the Company or the Company’s Board of Directors on any matter relating to the Company’s operations, policies, or practices.

In connection with his departure, Mr. Sinclair will be paid his 2025 annual bonus, determined and paid in accordance with the Company’s standard practices. No other severance or separation‑related benefits will be provided.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 6, 2026			Waystar Holding Corp.
			By:			/s/ Gregory R. Packer
			Name:			Gregory R. Packer
			Title:			Chief Legal Officer

FAQ

Why is Eric (Ric) Sinclair III leaving Waystar (WAY)?

Eric (Ric) Sinclair III is resigning from Waystar to accept a position at another company. The company states his resignation is not due to any disagreement about its operations, policies, or practices, indicating a voluntary career move rather than a conflict-driven departure.

When will Waystar’s Chief Business Officer resignation become effective?

The resignation of Waystar’s Chief Business Officer, Eric (Ric) Sinclair III, will become effective on March 2, 2026. Until that date, he remains in his role, after which he will depart to take a position at another company, as disclosed by Waystar.

Did Eric (Ric) Sinclair III have a disagreement with Waystar or its board?

Waystar states that Eric (Ric) Sinclair III’s resignation is not the result of any disagreement with the company or its Board of Directors. This includes no disputes over operations, policies, or practices, suggesting the decision is unrelated to internal conflicts or governance issues.

What compensation will Waystar’s departing Chief Business Officer receive?

In connection with his departure, Eric (Ric) Sinclair III will receive his 2025 annual bonus, determined and paid under Waystar’s standard practices. The company specifies that he will not receive any other severance or separation-related benefits beyond this regular bonus payment.

Does Waystar mention any severance package for the departing Chief Business Officer?

Waystar explicitly states that no severance or separation-related benefits will be provided to Eric (Ric) Sinclair III. He will only be paid his 2025 annual bonus under standard company practices, indicating no special exit package or additional compensation tied to his resignation.

What executive role is affected by the recent Waystar (WAY) 8-K filing?

The 8-K filing from Waystar concerns the resignation of Eric (Ric) Sinclair III, the company’s Chief Business Officer. His resignation is effective March 2, 2026, and is described as unrelated to any disagreements over Waystar’s operations, policies, or business practices.