Waystar Insider Filing: 10b5‑1 Trades and Untimely Tax Withholding Disclosure

Rhea-AI Filing Summary

Christopher L. Schremser, Chief Technology Officer of Waystar Holding Corp. (WAY), reported multiple transactions. On 06/06/2025 he had 15,673 shares of Common Stock withheld to satisfy taxes on vested non‑qualified stock options at a closing price of $40.55, leaving him with 422,371 shares beneficially owned. Pursuant to a written plan intended to meet Rule 10b5‑1 affirmative defense conditions adopted 12/06/2024, on 09/10/2025 he was recorded as acquiring 8,623 stock options with a $4.14 strike and selling 8,623 shares in multiple transactions at weighted average prices in the $40.10–$40.87 range, returning beneficial ownership to 422,371 shares. The Form 4 notes the tax‑withholding transaction was not timely filed. The filing is signed by an attorney‑in‑fact, Gregory R. Packer, on 09/11/2025.

Positive

• Continued substantial ownership: Reporting person retains 422,371 shares after transactions
• Use of a documented 10b5‑1 plan: Transactions on 09/10/2025 occurred automatically under a plan adopted 12/06/2024
• Options acquired are vested: The filing states the reported options are currently vested

Negative

• Untimely disclosure: The Form 4 states the 06/06/2025 tax‑withholding transaction was not timely filed
• Sale of shares: 8,623 shares were sold on 09/10/2025 at prices ranging $40.10–$40.87, reducing liquid share count
• Tax withholding disposition: 15,673 shares were surrendered to cover taxes on vested options

Insights

Securities Analyst

TL;DR: Insider executed routine tax withholding and 10b5‑1 plan trades; holding remains sizable at 422,371 shares.

The reported transactions are largely administrative: tax withholding of 15,673 shares upon option vesting and automatic transactions under a 10b5‑1 plan that resulted in the sale of 8,623 shares and the acquisition of 8,623 stock options at a $4.14 strike. The filings confirm continued material ownership and that some equity is still subject to vesting. The late filing of the tax‑withholding disposition is a disclosure control lapse but does not, from this form alone, indicate other governance issues. Impact on investor value is likely minimal absent additional context.

Corporate Governance Specialist

TL;DR: Use of a documented 10b5‑1 plan is evident; late reporting of a withholding sale is noted.

The disclosure shows the reporting person adopted a written trading plan on 12/06/2024 and that certain transactions executed automatically under that plan on 09/10/2025. The form explicitly states the tax‑withholding transaction on 06/06/2025 was not timely filed, which is a procedural compliance issue requiring remediation. The signature by an attorney‑in‑fact is properly provided. Overall governance signals are mixed: documented trading plan is a compliance best practice, but the untimely Form 4 filing is a negative control point.

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^*

Schremser Christopher L.

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2025

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

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	06/06/2025		F		15,673	D	$40.55	422,371(1)	D
Common Stock	09/10/2025		M		8,623	A	$4.14	430,994(2)(3)	D
Common Stock	09/10/2025		S		8,623	D	$40.4914(4)	422,371(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)	$4.14	09/10/2025		M			8,623	(5)	11/01/2027	Common Stock	8,623	$0	94,863	D

Explanation of Responses:

1. This transaction was not timely filed. The transaction represents shares of common stock withheld to pay taxes upon vesting of Non-Qualified Stock Options granted to the Reporting Person on June 6, 2024. The number of shares withheld was determined on June 6, 2025, based on the closing price of WAY common stock on that date.

2. These transactions occurred automatically pursuant to a plan adopted by the Reporting Person on December 6, 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 $40.10 to $40.87, 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. These options are currently vested.

Remarks:

	/s/ Gregory R. Packer, as Attorney-in-Fact	09/11/2025
	** 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 insider activity did WAY CTO Christopher Schremser report on Form 4?

The filing reports 15,673 shares withheld8,623 shares sold8,623 stock options acquired

How many shares does Christopher Schremser beneficially own after the reported transactions?

The Form 4 shows he beneficially owned 422,371 shares

Were the 09/10/2025 transactions discretionary or automatic?

They occurred automatically pursuant to a written trading plan adopted on 12/06/2024 intended to satisfy Rule 10b5‑1 affirmative defense conditions

Did the filing disclose any compliance issues?

Yes. The filing states the 06/06/2025 tax‑withholding transaction was not timely filed

At what prices were the 09/10/2025 sales executed?

The filing reports sales in multiple transactions with prices ranging from $40.10 to $40.87