[Form 4/A] Waystar Holding Corp. Amended Insider Trading Activity

Rhea-AI Filing Summary

Waystar Holding Corp. (WAY) amended Form 4 reporting activity by Melissa F. Miller, Chief Marketing Officer. The amendment adds an option exercise of 3,400 shares at an exercise price of $18.19 on 05/15/2025 and restates a contemporaneous sale of 3,400 shares at a weighted-average price of $39.1863. The filing shows beneficial ownership moved from 205,356 shares immediately after the exercise to 201,956 after the sale. The transactions were executed automatically under a 10b5-1 plan adopted 11/20/2024, and the amendment corrects an earlier omission of the exercise from the original Form 4.

Positive

• Amendment corrects prior omission and consolidates transactions for clearer disclosure
• Transactions executed pursuant to a 10b5-1 plan (adopted 11/20/2024), indicating preplanned sales
• Filing discloses option exercise details including exercise price ($18.19) and vesting description

Negative

• Reporting person sold 3,400 shares at a weighted-average price of $39.1863, reducing beneficial ownership
• Initial Form 4 omitted the option exercise, requiring this corrective amendment

Insights

Financial Analyst

TL;DR: Routine option exercise and share sale reported; amendment fixes a prior omission, limited market impact.

The amendment discloses a contemporaneous option exercise and sale of 3,400 shares by an officer, with proceeds realized at a weighted-average sale price of $39.1863 versus an $18.19 exercise price, implying a material per-share gain on the exercised options. Because the trades were executed under a pre-existing 10b5-1 plan and the filing corrects an administrative omission, this is a routine insider liquidity event rather than a company operational development. The net change in beneficial ownership (from 205,356 to 201,956 shares) is small relative to typical public-company float levels and unlikely to be material to valuation on its own.

Corporate Governance Expert

TL;DR: Amendment improves disclosure compliance; use of a documented 10b5-1 plan reduces insider-trading concerns.

The filing clarifies prior reporting by adding an omitted option exercise and consolidating related entries. The clear statement that the transactions occurred pursuant to a 10b5-1(c) plan adopted on 11/20/2024 and the attorney-in-fact signature enhance procedural transparency. Inclusion of unvested RSUs and vesting terms for the option grant are explicitly noted, which supports clearer ownership tracking. This corrected disclosure aligns with best practices for timely and complete insider reporting.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Melissa F. (Missy)

(Last) (First) (Middle)

1550 DIGITAL DRIVE, #300

(Street)

LEHI UT 84043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Waystar Holding Corp. [ WAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/16/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2025		M(1)		3,400	A	$18.19	205,356(2)(3)	D
Common Stock	05/15/2025		S(1)		3,400	D	$39.1863(4)	201,956(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$18.19	05/15/2025		M(1)			3,400	(5)	08/17/2030	Common Stock	3,400	$0	35,550(2)	D

Explanation of Responses:

1. This Form 4/A is being filed to correct the original Form 4 filed on May 15, 2025 ("Original Form 4"). The Original Form 4 inadvertently omitted the reporting of an option exercise that occurred on May 15, 2025, immediately prior to the sale of shares reported in that filing. The number of shares sold as reported in the Original Form 4 was correct; however, the ending total was incorrect due to the omission of the option exercise. This amendment adds the previously unreported option exercise transaction and restates the sell of shares reported in the Original Form 4 in a single combined row, consistent with other filings for the Reporting Owner. No other changes have been made to the Original Form 4.

2. These transactions occurred automatically pursuant to a plan adopted by the Reporting Person on November 20, 2024 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

3. Includes unvested RSUs.

4. The price reported in Column 4 is a weighted average price. These shares of common stock, par value $0.01 per share ("Common Stock") of Waystar Holding Corp. (the "Issuer") were sold in multiple transactions ranging from $38.89 to $40.06, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price in the range set forth in this footnote.

5. Options granted August 17, 2020 of which 50% of the option vests in five substantially equal annual installments commencing on August 17, 2021 and the remaining 50% of the option vests upon achievement of certain specified performance-based vesting criteria.

Remarks:

	/s/ Gregory R. Packer, as Attorney-in-Fact	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

FAQ

What transactions did Melissa F. Miller report on the Form 4/A for WAY?

The amendment reports an option exercise of 3,400 shares at $18.19 on 05/15/2025 and a contemporaneous sale of 3,400 shares at a weighted-average price of $39.1863.

Why was this Form 4 amended?

The amendment corrects the Original Form 4 by adding an omitted option exercise that occurred immediately prior to the reported sale; the number of shares sold was unchanged.

Were these transactions part of an insider trading plan?

Yes. The transactions occurred automatically pursuant to a 10b5-1(c) plan adopted on 11/20/2024, as stated in the filing.

How did the transactions affect beneficial ownership?

Beneficial ownership is shown as 205,356 shares following the exercise and 201,956 shares after the sale.

What were the terms of the options exercised?

The exercised options were granted 08/17/2020 with an $18.19 exercise price; vesting is 50% in five annual installments from 08/17/2021 and 50% subject to performance-based criteria.

Who signed the amendment and when?

The Form 4/A was signed by /s/ Gregory R. Packer, as Attorney-in-Fact on 08/27/2025.