[8-K] Waystar Holding Corp. Reports Material Event

Rhea-AI Filing Summary

Waystar Holding Corp. entered into an underwriting agreement with J.P. Morgan Securities LLC to facilitate an underwritten offering of 18,000,000 shares of the company's common stock by the selling stockholders under its Form S-3 registration statement. The company did not sell any shares and will not receive any proceeds from the transaction. The offering is expected to close on September 12, 2025, subject to customary closing conditions.

Positive

• Underwriting agreement executed to enable orderly sale of 18,000,000 shares by selling stockholders
• Offering registered on Form S-3, indicating registration clearance for resale

Negative

• Company will not receive any proceeds from the offering
• Limited disclosure in this excerpt: selling stockholders' identities, pricing and other deal terms are not provided

Insights

Securities Analyst

TL;DR: An underwritten secondary of 18M shares was arranged; Waystar itself receives no proceeds and closing is pending.

The filing documents an underwriting agreement executed among Waystar, certain selling stockholders and J.P. Morgan Securities LLC for an 18,000,000-share offering registered on Form S-3. The company explicitly did not sell shares and will not receive proceeds, indicating this is a secondary sale by existing holders rather than a primary capital raise. The expected closing date is September 12, 2025, and the transaction remains subject to customary closing conditions. For investors, the key factual items are the size of the registered block and the lack of proceeds to Waystar; the filing does not disclose which sellers, pricing, or potential lock-up or market impact details.

Corporate Governance Specialist

TL;DR: Filing documents a selling-stockholder underwritten offering; no corporate proceeds and closing is scheduled pending conditions.

The Form 8-K records that Waystar entered into an underwriting agreement with the named selling stockholders and J.P. Morgan Securities LLC for an offering of 18,000,000 common shares under a previously filed Form S-3. The company confirms it did not sell shares and will not receive proceeds, which frames this as a disposition by holders rather than corporate financing. The report lacks detail on the identities of the selling stockholders in this excerpt and on pricing or underwriter overallotment, so governance implications (such as insider liquidity or concentration changes) cannot be assessed from the provided text alone.

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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): September 10, 2025

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)

(844) 492-9782

(Registrant's telephone number, including area code)

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 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 8.01 Other Events.

On September 10, 2025, Waystar Holding Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, the selling stockholders named in Schedule 2 thereto (the “Selling Stockholders”) and J.P. Morgan Securities LLC, relating to an underwritten offering of 18,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288662), filed on July 14, 2025. The Company did not sell any Shares in the offering. The offering is expected to close on September 12, 2025, subject to customary closing conditions. The Company will not receive any proceeds from the offering.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of September 10, 2025, by and among Waystar Holding Corp., the Selling Stockholders and J.P. Morgan Securities LLC
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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

WAYSTAR HOLDING CORP.

(Registrant)

Date: September 11, 2025	By:	/s/ Gregory R. Packer
		Name: Gregory R. Packer
		Title: Chief Legal Officer

FAQ

What did Waystar (WAY) file in this 8-K?

The company filed that it entered into an underwriting agreement with J.P. Morgan Securities LLC for an underwritten offering of 18,000,000 shares by selling stockholders.

Will Waystar receive proceeds from the offering?

No. The filing states the Company did not sell any Shares in the offering and will not receive any proceeds.

When is the offering expected to close?

The offering is expected to close on September 12, 2025, subject to customary closing conditions.

Who is the underwriter named in the filing?

The underwriting agreement names J.P. Morgan Securities LLC as the underwriter.

Was the offering registered and under which filing?

Yes. The shares are being offered pursuant to the company's Registration Statement on Form S-3 (File No. 333-288662) filed July 14, 2025.