Waystar Amendment: 3,400-Share Option Exercise and Sale Reported by CMO
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Options (right to buy) | 3,400 | $0.00 | -- |
| Exercise | Common Stock | 3,400 | $18.19 | $62K |
| Sale | Common Stock | 3,400 | $39.1863 | $133K |
Footnotes (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. 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). Includes unvested RSUs. 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. 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.
