[Form 4] Waystar Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Canada Pension Plan Investment Board (CPPIB) reported the sale of 5,938,773 shares of Waystar Holding Corp. (WAY) at $39.21 per share in a secondary offering that closed on 09/12/2025. The shares sold were held directly by CPP Investment Board Private Holdings (4) Inc., a wholly owned subsidiary of CPPIB, and CPPIB is an indirect beneficial owner of the remaining shares.

After the reported disposition, the filing shows 19,025,452 shares beneficially owned indirectly by CPPIB/Holdings (4). The Form 4 was signed by Pierre Abinakle on behalf of both reporting entities.

Positive

• Secondary offering closed on 09/12/2025, indicating an orderly transaction
• Full disclosure of sale price ($39.21) and resulting beneficial ownership (19,025,452 shares)

Negative

• Material disposition of 5,938,773 Waystar shares by a 10% owner could be viewed as reduced insider ownership
• Concentration remains: reporting persons still hold a substantial indirect stake (19,025,452 shares)

Insights

Financial Analyst

TL;DR: A large institutional holder sold nearly 6.0 million WAY shares in a closed secondary offering, leaving it with 19.0 million shares indirectly.

The sale of 5,938,773 shares at $39.21 is an explicit disposition in a secondary offering that closed on 09/12/2025. This reduces the reporting persons' direct holdings while leaving a material indirect stake of 19,025,452 shares. For market participants, the filing confirms liquidity provided by a controlled sale rather than open-market trading.

Corporate Governance Expert

TL;DR: A 10% owner executed a sizable, disclosed sale via a secondary offering; documentation and signatures are in order.

The Form 4 clarifies ownership structure: CPP Investment Board Private Holdings (4) Inc. directly held the sold securities and CPPIB is an indirect beneficial owner. The filing includes required signatures and footnotes identifying the sale price and closing date. This is a routine, properly disclosed change in beneficial ownership by a large institutional investor.

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

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

1. Name and Address of Reporting Person^*

CANADA PENSION PLAN INVESTMENT BOARD

(Last) (First) (Middle)

ONE QUEEN STREET EAST,

SUITE 2500

(Street)

TORONTO ONTARIO A6 M5C 2W5

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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

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

	Form filed by One Reporting Person
X	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	09/12/2025		S		5,938,773	D	$39.21(1)	19,025,452	I	See footnote(2)

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

1. Name and Address of Reporting Person^*

CANADA PENSION PLAN INVESTMENT BOARD

(Last) (First) (Middle)

ONE QUEEN STREET EAST,

SUITE 2500

(Street)

TORONTO ONTARIO A6 M5C 2W5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CPP Investment Board Private Holdings (4) Inc.

(Last) (First) (Middle)

ONE QUEEN STREET EAST

STE 2500

(Street)

TORONTO A6 M5C 2W5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This amount represents the $39.21 sale price per share of Common Stock, par value $0.01 per share, in a secondary offering, which closed on September 12, 2025.

2. The securities reported herein are held directly by CPP Investment Board Private Holdings (4) Inc. ("Holdings (4)"), a wholly-owned subsidiary of Canada Pension Plan Investment Board ("CPPIB"). CPPIB is an indirect beneficial owner of such securities directly held by Holdings (4).

	CANADA PENSION PLAN INVESTMENT BOARD, By: /s/ Pierre Abinakle, Managing Director, Head of Compliance	09/16/2025
	CPP INVESTMENT BOARD PRIVATE HOLDINGS (4) INC., By: /s/ Pierre Abinakle, Director	09/16/2025
	** 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.
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FAQ

What did CPPIB sell in the Waystar (WAY) Form 4 filing?

CPPIB's subsidiary sold 5,938,773 shares of Waystar common stock in a secondary offering that closed on 09/12/2025 at $39.21 per share.

How many Waystar shares does CPPIB beneficially own after the sale?

The filing reports 19,025,452 shares beneficially owned indirectly by CPPIB/CPP Investment Board Private Holdings (4) Inc. after the reported transaction.

Who signed the Form 4 for the reporting entities?

The Form 4 was signed by Pierre Abinakle on behalf of Canada Pension Plan Investment Board and CPP Investment Board Private Holdings (4) Inc.

Was the sale executed in the open market or a secondary offering?

The filing states the shares were sold in a secondary offering that closed on 09/12/2025.

What is the relationship between the reporting entities and Waystar?

The filing identifies the reporting persons as a Director and a 10% owner of the issuer.