[Form 4] Waystar Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Derby LuxCo S.a r.l. and EQT Fund Management S.a r.l. reported a transaction in Waystar Holding Corp. (WAY). On 09/12/2025 the reporting persons sold 7,766,088 shares of Waystar common stock in a secondary offering at $39.21 per share. After the sale, the reporting persons beneficially own 24,879,437 shares, held indirectly by Derby LuxCo. The filing states that EQT VIII owns 100% of Derby LuxCo and that EQT Fund Management S.a r.l. has exclusive management responsibility for the investment vehicles comprising the majority of EQT VIII commitments. The form is signed by authorized managers and dated 09/16/2025.

Positive

• None.

Negative

• Large disposition: Sale of 7,766,088 shares at $39.21 in a secondary offering on 09/12/2025, reducing holdings to 24,879,437 shares.
• Potential market impact: The scale of the sale increases available float and may affect market supply and investor perception.

Insights

Financial Analyst

TL;DR: A large secondary sale by the fund reduced its indirect stake; this is a material disposition that may affect supply and investor perception.

The filing documents a sizeable disposition of 7,766,088 shares at $39.21 in a secondary offering, leaving 24,879,437 shares beneficially owned indirectly. For a public market, a sale of this scale is material because it increases available float and represents a meaningful monetization by the principal holder. The disclosure clarifies ownership structure: EQT VIII wholly owns Derby LuxCo and EFMS manages the majority commitments to EQT VIII. The transaction is clearly reported as a sale with a specified per-share price and closing date.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure of a fund-managed secondary offering with clear signatories and ownership disclaimers.

The Form 4 identifies Derby LuxCo S.a r.l. and EQT Fund Management S.a r.l. as reporting persons, marks their relationship as director and 10% owner, and includes the required signatures dated 09/16/2025. The filing contains the standard disclaimer that reporting persons disclaim beneficial ownership except to the extent of pecuniary interest. It also explains the chain of ownership and management (EQT VIII and EFMS), which helps clarify who controls the sold shares and the nature of indirect ownership.

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
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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^*

Derby LuxCo S.a r.l.

(Last) (First) (Middle)

51A, BOULEVARD ROYAL,

LUXEMBOURG

(Street)

GRAND DUCHY OF LUXEMBOURG N4 2449

(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		7,766,088	D	$39.21(1)	24,879,437	I	Held directly by Derby LuxCo(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^*

Derby LuxCo S.a r.l.

(Last) (First) (Middle)

51A, BOULEVARD ROYAL,

LUXEMBOURG

(Street)

GRAND DUCHY OF LUXEMBOURG N4 2449

(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^*

EQT Fund Management S.a r.l.

(Last) (First) (Middle)

51A, BOULEVARD ROYAL, LUXEMBOURG

(Street)

GRAND DUCHY OF LUXEMBOURG N4 2449

(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. Consists of shares of common stock held directly by Derby LuxCo S.a r.l. ("Derby LuxCo"). Several investment vehicles collectively make up the fund known as "EQT VIII." EQT VIII owns 100% of the membership interests in Derby LuxCo. EQT Fund Management S.a r.l. ("EFMS") has exclusive responsibility for the management and control of the business and affairs of investment vehicles which constitute the majority of the total commitments to EQT VIII. EFMS is overseen by a board of not less than three individuals that acts by majority approval.

Remarks:

This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	Derby LuxCo S.a r.l., By: /s/ Sanjay Fullee, Name: Sanjay Fullee, Title: Manager and /s/ Tinatin Gogoladze, Name: Tinatin Gogoladze, Title: Manager	09/16/2025
	EQT Fund Management S.a r.l., By: /s/ Sara Huda, Name: Sara Huda, Title: Manager and /s/ Christiaan Snyders, Name: Christiaan Snyders, Title: Authorized Signatory	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 the Form 4 for WAY report?

The Form 4 reports a sale of 7,766,088 Waystar (WAY) shares at $39.21 per share on 09/12/2025 in a secondary offering.

How many Waystar shares do the reporting persons own after the transaction?

After the reported transaction the reporting persons beneficially own 24,879,437 shares, held indirectly by Derby LuxCo.

Who are the reporting persons on this Form 4 for WAY?

The reporting persons are Derby LuxCo S.a r.l. and EQT Fund Management S.a r.l., identified as director and 10% owner.

Was the sale part of a secondary offering?

Yes. The filing states the $39.21 per-share sale price was in a secondary offering that closed on 09/12/2025.

What is the ownership structure described in the filing?

The filing states that EQT VIII owns 100% of Derby LuxCo and that EQT Fund Management S.a r.l. has exclusive responsibility for managing the investment vehicles that make up the majority of EQT VIII commitments.