[D] Waystar Holding Corp. SEC Filing

Rhea-AI Filing Summary

Waystar Holding Corp. filed a Form D notice reporting a completed exempt offering with total proceeds of $620,835,415. The filing shows the offering was made under Rule 506(b) of Regulation D and indicates the first sale date as 2025-10-01. The issuer reports 102 total investors and $0 remaining to be sold, indicating the full amount has been sold.

The Form D lists multiple executive officers and directors at the company’s principal place of business in Lehi, Utah. The filing reports $0 in sales commissions and finders’ fees and states no proceeds were used to pay executive officers, directors, or promoters. The issuer certified reliance on the Regulation D exemption and signed the notice on 2025-10-10.

Positive

• Total offering fully sold at $620,835,415, with $0 remaining to be sold
• Zero sales commissions and finders' fees reported, suggesting no placement fees were paid
• No proceeds paid to insiders — the Form D reports $0 used for payments to executive officers, directors, or promoters

Negative

• Offering linked to a business combination, which is a material transaction that may affect capitalization and ownership

Insights

Securities Attorney

TL;DR: A Rule 506(b) private placement totaling $620,835,415 was reported as sold to 102 investors.

The filing discloses reliance on Rule 506(b), which permits unlimited accredited investors and up to 35 non‑accredited investors provided general solicitation was not used. The notice records a first sale on 2025-10-01 and a signature date of 2025-10-10, meeting Form D timing conventions.

Key compliance items to confirm from documentation are investor accreditation records, any state filings triggered by sales in particular states, and the absence of sales compensation. These items affect ongoing disclosure obligations and potential SEC/state inquiries in the near term.

Capital Markets Analyst

TL;DR: The company raised $620.8M via equity in a business‑combination context, fully subscribed to 102 investors.

The Form D shows the offering was made in connection with a business combination transaction, and the total amount sold equals the total offering amount, leaving $0 remaining. The reported 102 investors and zero sales commissions suggest negotiated placements rather than public retail distribution.

Near term, monitor public disclosures for transaction details, dilution metrics, and any proxy or transaction agreements that disclose use of proceeds or changes to capitalization following the business combination.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001990354

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Waystar Holding Corp.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Waystar Holding Corp.
Street Address 1		Street Address 2
1550 DIGITAL DRIVE, #300
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LEHI	UTAH	84043	844-492-9782

3. Related Persons

Last Name	First Name	Middle Name
Hawkins	Matthew	J.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Director

Last Name	First Name	Middle Name
Bridge	T. Craig
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Transformation Officer

Last Name	First Name	Middle Name
Packer	Gregory	R.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Legal Officer

Last Name	First Name	Middle Name
Miller	Melissa	F. (Missy)
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Marketing Officer

Last Name	First Name	Middle Name
Oreskovich	Steven	M.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Sinclair III	Eric	L. (Ric)
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Business Officer

Last Name	First Name	Middle Name
Schremser	Christopher	L.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer

Last Name	First Name	Middle Name
Wittman	Kim
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief People Officer

Last Name	First Name	Middle Name
Driscoll	John
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chair

Last Name	First Name	Middle Name
Blaichman	Samuel
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
DeMichiei	Robert	A.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hung	Priscilla
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Liu	Eric	C.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Miller	Heidi	G.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Moskowitz	Paul	G.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Riefberg	Vivian	E.
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Waxman	Ethan
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gupta	Aashima
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Roman	Michael
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Young	Lauren
Street Address 1	Street Address 2
1550 Digital Drive, #300
City	State/Province/Country	ZIP/PostalCode
Lehi	UTAH	84043

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	X Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-10-01				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$620,835,415	USD	or Indefinite
Total Amount Sold	$620,835,415	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

102

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Waystar Holding Corp.	/s/ Gregory R. Packer	Gregory R. Packer	Chief Legal Officer	2025-10-10

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Waystar (WAY) raise in this Form D filing?

The filing reports total proceeds of $620,835,415 and shows $0 remaining to be sold.

Under which exemption was the Waystar offering conducted?

The offering was conducted under Rule 506(b) of Regulation D.

How many investors participated in the offering reported by Waystar (WAY)?

The Form D indicates 102 total investors have invested in the offering.

Were any sales commissions or finders' fees paid in the offering?

The filing reports $0 in sales commissions and $0 in finders' fees.

Was the offering related to a business combination for Waystar?

Yes. The Form D indicates the offering was made in connection with a business combination transaction.