Waystar (WAY) CPO uses shares to cover taxes on option vesting

Rhea-AI Filing Summary

Waystar Holding Corp. Chief People Officer Kimberly S. Wittman reported a routine tax-related share disposition. On the vesting of Non-Qualified Stock Options granted on June 6, 2024, 2,731 shares of common stock were withheld to cover taxes, based on the actual sale price of shares sold on June 9, 2026 pursuant to a sell-to-cover transaction.

After this withholding, Wittman directly holds 270,233 shares of common stock, which the disclosure notes includes unvested RSUs. The transaction is classified as a tax-withholding disposition rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wittman Kimberly S.

Role Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,731	$19.23	$53K

Holdings After Transaction: Common Stock — 270,233 shares (Direct, null)

Footnotes (1)

1. 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 based on the actual sale price of shares sold on June 9, 2026 pursuant to a sell-to-cover transaction. Includes unvested RSUs.

Key Figures

Shares withheld for taxes: 2,731 shares Withholding price per share: $19.23 per share Shares held after transaction: 270,233 shares

3 metrics

Shares withheld for taxes 2,731 shares Tax-withholding disposition on option vesting, June 9, 2026

Withholding price per share $19.23 per share Value used to determine tax-withholding shares

Shares held after transaction 270,233 shares Direct ownership following withholding, includes unvested RSUs

Key Terms

Non-Qualified Stock Options, sell-to-cover transaction, RSUs

3 terms

Non-Qualified Stock Options financial

"vesting of Non-Qualified Stock Options granted to the Reporting Person on June 6, 2024"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

sell-to-cover transaction financial

"actual sale price of shares sold on June 9, 2026 pursuant to a sell-to-cover transaction"

A sell-to-cover transaction is when a person granted company stock (for example as part of compensation or option exercise) immediately sells enough of those shares to pay required taxes or exercise costs and keeps the rest. Think of it like cashing part of a bonus to cover the tax bill; it provides necessary cash without the holder needing outside funds. Investors watch these sales because they increase trading volume and slightly reduce insider holdings, but they often reflect routine tax or cost management rather than a judgment on the company’s prospects.

RSUs financial

"Includes unvested RSUs."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Wittman Kimberly S.

(Last) (First) (Middle)

1550 DIGITAL DRIVE, #300

(Street)

LEHI UTAH 84043

(City) (State) (Zip)

UNITED STATES

(Country)

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 People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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

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

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

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	06/09/2026		F		2,731	D	$19.23	270,233(1)(2)	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

Explanation of Responses:

1. 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 based on the actual sale price of shares sold on June 9, 2026 pursuant to a sell-to-cover transaction.

2. Includes unvested RSUs.

Remarks:

	/s/ Gregory R. Packer, as Attorney-in-Fact	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Waystar (WAY) report for Kimberly S. Wittman?

Waystar reported that Chief People Officer Kimberly S. Wittman had shares withheld to cover taxes on vested stock options. The event reflects a tax-withholding disposition, not an open-market sale, and is tied to previously granted Non-Qualified Stock Options.

How many Waystar (WAY) shares were withheld for Kimberly S. Wittman’s taxes?

A total of 2,731 Waystar common shares were withheld to satisfy tax obligations on option vesting. The withholding amount was determined using the actual sale price from shares sold on June 9, 2026 in a related sell-to-cover transaction.

At what price were Kimberly S. Wittman’s withheld Waystar (WAY) shares valued?

The withheld 2,731 Waystar shares were valued at $19.23 per share for tax purposes. This per-share price was based on the actual sale price achieved in a June 9, 2026 sell-to-cover transaction associated with the option vesting.

How many Waystar (WAY) shares does Kimberly S. Wittman hold after this transaction?

Following the tax-withholding disposition, Kimberly S. Wittman directly holds 270,233 Waystar common shares. The disclosure states that this figure includes unvested restricted stock units (RSUs), providing a combined view of her current equity position with the company.

Was Kimberly S. Wittman’s Waystar (WAY) transaction an open-market sale of shares?

No, the reported event was not an open-market sale by Kimberly S. Wittman. It represents shares withheld by the company to cover taxes upon vesting of Non-Qualified Stock Options, with pricing based on a separate sell-to-cover sale on June 9, 2026.

What triggered the tax-withholding share disposition for Waystar (WAY) insider Kimberly S. Wittman?

The disposition was triggered by the vesting of Non-Qualified Stock Options granted to Kimberly S. Wittman on June 6, 2024. When these options vested, 2,731 shares were withheld to pay associated tax liabilities using pricing from a June 9, 2026 sell-to-cover sale.