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

Rhea-AI Filing Summary

Waystar Holding Corp. amended its first lien credit agreement on August 12, 2025 to refinance the company’s Existing Term Loans with Replacement Term Loans totaling $1,157,711,636. The replacement loans carry reduced margins: borrowers may elect Adjusted Term SOFR (floor 0.00%) + 2.00% (prior margin 2.25%) or Alternate Base Rate (floor 1.00%) + 1.00% (prior margin 1.25%). The Replacement Term Loans otherwise retain substantially similar terms for maturity, guarantees, collateral, mandatory prepayments, and covenants.

The amendment states there was no change to the Company’s outstanding indebtedness. If the Borrower effects a Repricing Transaction within six months, affected Replacement Term Loans will incur a customary 1.00% premium. The Company also furnished a press release regarding the amendment as Exhibit 99.1.

Positive

• $1,157,711,636 of Existing Term Loans were fully refinanced with Replacement Term Loans
• Replacement Term Loans carry reduced margins: SOFR+2.00% (was 2.25%) or Alt Base Rate+1.00% (was 1.25%)
• Replacement Term Loans retain substantially similar terms for maturity, guarantees, collateral, mandatory prepayments, and covenants
• Company furnished a press release about the amendment as Exhibit 99.1

Negative

• No change to outstanding indebtedness, so leverage and principal obligations remain unchanged
• A 1.00% premium applies if Replacement Term Loans are repriced within six months, which could increase near-term refinancing costs

Insights

Senior Credit Analyst

TL;DR: Waystar refinanced $1.1577B of term loans at lower margins, preserving collateral and covenants; leverage unchanged.

The amendment reduces the applicable margins on Replacement Term Loans, offering the borrower a clear near-term reduction in stated interest spreads versus previous terms. The Replacement Term Loans maintain the existing structure for maturity, guarantees, collateral, prepayment mechanics, and covenants, indicating creditor protections remain intact. The filing explicitly notes no change to outstanding indebtedness, so balance-sheet leverage is unchanged. The 1.00% repricing premium for early repricing is a modest potential cost if the company seeks to adjust market terms quickly.

Corporate Finance Specialist

TL;DR: Margin cuts of 25 basis points reduce future cash interest expense, but principal remains the same and contractual protections persist.

The documented margin reductions from 2.25% to 2.00% on the SOFR option and from 1.25% to 1.00% on the Alternate Base Rate option are explicit and likely to lower the company’s coupon costs on the Replacement Term Loans going forward. The amendment leaves collateral, guarantees, and covenant framework substantially unchanged, so creditor rights and amortization schedules appear preserved. No new indebtedness was incurred per the filing; the primary effect is contractual repricing rather than balance-sheet deleveraging.

FALSE00019903542025Q200019903542025-07-302025-07-30

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): August 12, 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)

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 1.01 Entry into a Material Definitive Agreement.

On August 12, 2025, certain subsidiaries of Waystar Holding Corp. (the “Company”) entered into the Eleventh Amendment (“Amendment No. 11”) to the First Lien Credit Agreement, dated as of October 22, 2019 (as amended by the First Amendment thereto, dated as of December 2, 2019, the Second Amendment thereto, dated as of September 23, 2020, the Third Amendment thereto, dated as of March 24, 2021, the Fourth Amendment thereto, dated as of August 24, 2021, the Fifth Amendment thereto, dated as of June 1, 2023, the Sixth Amendment thereto, dated as of June 23, 2023, the Seventh Amendment thereto, dated as of October 6, 2023, the Eighth Amendment thereto, dated as of February 9, 2024, the Ninth Amendment thereto, dated as of June 27, 2024, and the Tenth Amendment thereto, dated as of December 30, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date of Amendment No. 11, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by Amendment No. 11, the “Credit Agreement”), among Waystar Technologies, Inc. as borrower (the “Borrower”), Waystar Intermediate, Inc. and certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto.

Pursuant to Amendment No. 11, among other things, (a) the Borrower’s $1,157,711,636 aggregate outstanding principal amount of term loans under the Existing Credit Agreement (the “Existing Term Loans”) were fully refinanced with replacement term loans (“Replacement Term Loans”) bearing reduced interest at a rate per annum equal to, at the election of the Borrower, either (i) Adjusted Term SOFR (as defined in the Credit Agreement) subject to a floor of 0.00%, plus an applicable rate of 2.00% (compared to the previous applicable rate of 2.25%) or (ii) the Alternate Base Rate (as defined in the Credit Agreement) subject to a floor of 1.00%, plus an applicable rate of 1.00% (compared to the previous applicable rate of 1.25%).

In the event that, on or prior to the date that is six (6) months after the closing date with respect to Amendment No. 11, the Borrower effects a Repricing Transaction (as defined in the Credit Agreement) with respect to the Replacement Term Loans, the aggregate principal amount of Replacement Term Loans subject to such Repricing Transaction shall be subject to a customary 1.00% premium.

Except as otherwise described above, the Replacement Term Loans are subject to substantially similar terms relating to maturity date, guarantees, collateral, mandatory prepayments, and covenants that were applicable to the Existing Term Loans under the Existing Credit Agreement. There was no change to the Company’s outstanding indebtedness in connection with Amendment No. 11.

The foregoing description of Amendment No. 11 is a summary and is qualified in its entirety by reference to Amendment No. 11, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure

On August 12, 2025, the Company issued a press release announcing the execution of Amendment No. 11, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01             Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1						Amendment No. 11, dated as of August 12, 2025, to the First Lien Credit Agreement, among Waystar Technologies, Inc., as Borrower, Waystar Intermediate, Inc. and certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, and the other parties and lenders party thereto.
99.1						Waystar Holding Corp. Press Release, dated August 12, 2025
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

Signatures

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

Date: August 12, 2025			Waystar Holding Corp.
			By:			/s/ Gregory R. Packer
			Name:			Gregory R. Packer
			Title:			Chief Legal Officer

FAQ

What did Waystar (WAY) announce on August 12, 2025?

Waystar announced an Eleventh Amendment to its First Lien Credit Agreement that refinanced its term loans and was disclosed in a press release furnished as Exhibit 99.1.

How much debt was refinanced by Waystar (WAY)?

The filing states $1,157,711,636 of Existing Term Loans were fully refinanced with Replacement Term Loans.

What are the new interest terms for the Replacement Term Loans?

Borrower may elect either Adjusted Term SOFR (floor 0.00%) + 2.00% (previously 2.25%) or Alternate Base Rate (floor 1.00%) + 1.00% (previously 1.25%).

Did Waystar reduce its outstanding principal balance in this amendment?

No. The filing explicitly states there was no change to the Company’s outstanding indebtedness in connection with Amendment No. 11.

Is there a cost if Waystar reprices the Replacement Term Loans soon after the amendment?

Yes. If the Borrower effects a Repricing Transaction on or prior to six months after the amendment, the aggregate principal subject to repricing will be subject to a 1.00% premium.