Waystar CLO has 6,754 shares withheld for taxes

Waystar Holding Corp. (WAY) reports that Chief Legal Officer Gregory R. Packer had 6,754 shares of common stock withheld on September 1, 2026 to pay tax liabilities arising from the vesting of previously granted restricted stock units (RSUs).

Rhea-AI Filing Summary

Waystar Holding Corp. (WAY) reports that Chief Legal Officer Gregory R. Packer had 6,754 shares of common stock withheld on September 1, 2026 to pay tax liabilities arising from the vesting of previously granted restricted stock units (RSUs). The shares were valued at $25.73 per share for this tax-withholding transaction, and Packer now directly holds 418,255 shares, which include unvested RSUs.

The RSUs were granted on August 18, 2025, and their vesting schedule was modified by the Talent & Compensation Committee to provide for 25% vesting on September 1, 2026 and 25% vesting on each of the next three anniversaries of the Vesting Commencement Date. No Rule 10b5-1 trading plan is reported for this tax-withholding disposition.

Insider Trade Summary

Tax Withholding: 6,754 shares

Tax Withholding 1 txn

Insider PACKER GREGORY R

Role Chief Legal officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	6,754	$25.73	$174K

Holdings After Transaction: Common Stock — 418,255 shares (Direct)

Footnotes (2)

1. F1. The transaction represents shares of common stock withheld to pay taxes upon vesting of restricted stock units (RSUs) granted to the Reporting Person on August 18, 2025. The number of shares withheld was determined based on the actual sale price of shares sold on September 1, 2026 pursuant to a "sell-to-cover" transaction. The vesting schedule for this RSU grant, as originally reported on the Reporting Person's prior Form 4, was modified by the Talent & Compensation Committee. The original vesting schedule provided for 40% vesting on the third anniversary of the Vesting Commencement Date and 60% vesting on the fourth anniversary of the Vesting Commencement Date. The modified vesting schedule provides for 25% vesting on September 1, 2026, and 25% vesting on each of the second, third, and fourth anniversaries of the Vesting Commencement Date.
2. F2. Includes unvested RSUs.

Key Figures

Shares withheld for taxes: 6,754 shares Per-share value for withholding: $25.73 per share Shares held after transaction: 418,255 shares +3 more

6 metrics

Shares withheld for taxes 6,754 shares Common stock withheld on September 1, 2026 for RSU-related tax liability

Per-share value for withholding $25.73 per share Value applied to the 6,754 shares withheld on September 1, 2026

Shares held after transaction 418,255 shares Direct holdings of Gregory R. Packer after September 1, 2026 transaction, including unvested RSUs

RSU grant date August 18, 2025 Grant date of RSUs that vested and triggered tax withholding

Initial vesting tranche 25% Portion of the August 18, 2025 RSU grant vesting on September 1, 2026

Subsequent vesting tranches 25% each year Portion vesting on each of the second, third, and fourth anniversaries of the Vesting Commencement Date

Key Terms

restricted stock units (RSUs), sell-to-cover, Vesting Commencement Date, Talent & Compensation Committee

4 terms

restricted stock units (RSUs) financial

"shares of common stock withheld to pay taxes upon vesting of restricted stock units (RSUs)"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

sell-to-cover financial

"actual sale price of shares sold on September 1, 2026 pursuant to a "sell-to-cover" transaction"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

Vesting Commencement Date financial

"third anniversary of the Vesting Commencement Date and 60% vesting"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

Talent & Compensation Committee financial

"vesting schedule for this RSU grant was modified by the Talent & Compensation Committee"

FAQ

What insider transaction did WAY report for Chief Legal Officer Gregory R. Packer?

Waystar reported that 6,754 common shares were withheld on September 1, 2026 to pay tax liabilities from vesting RSUs granted to Chief Legal Officer Gregory R. Packer on August 18, 2025.

At what price were the WAY shares valued for the September 1, 2026 tax-withholding?

The 6,754 shares withheld for tax payment were valued at $25.73 per share in the reported September 1, 2026 transaction related to RSU vesting.

How many WAY shares does Gregory R. Packer hold after this Form 4 transaction?

After the September 1, 2026 tax-withholding transaction, Chief Legal Officer Gregory R. Packer directly holds 418,255 shares of Waystar common stock, and this amount includes unvested RSUs.

Was the September 1, 2026 WAY insider transaction under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan for the reported September 1, 2026 tax-withholding disposition of 6,754 Waystar common shares.

What is the revised vesting schedule for Gregory R. Packer’s 2025 WAY RSU grant?

The modified schedule provides for 25% vesting on September 1, 2026, and 25% vesting on each of the second, third, and fourth anniversaries of the Vesting Commencement Date for the August 18, 2025 RSU grant.

What type of transaction code was used in the WAY Form 4 for Packer’s shares?

The transaction used code F, which in this case represents payment of tax liability by delivering or withholding securities upon vesting of restricted stock units on September 1, 2026.

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Available on EDGAR 09/03/2026 - 01:17 PM Accepted by SEC EDGAR 09/03/2026 - 01:17 PM Learn about SEC filing dates

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^*

PACKER GREGORY R

(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 Legal officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		F		6,754(1)	D	$25.73	418,255(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 restricted stock units (RSUs) granted to the Reporting Person on August 18, 2025. The number of shares withheld was determined based on the actual sale price of shares sold on September 1, 2026 pursuant to a "sell-to-cover" transaction. The vesting schedule for this RSU grant, as originally reported on the Reporting Person's prior Form 4, was modified by the Talent & Compensation Committee. The original vesting schedule provided for 40% vesting on the third anniversary of the Vesting Commencement Date and 60% vesting on the fourth anniversary of the Vesting Commencement Date. The modified vesting schedule provides for 25% vesting on September 1, 2026, and 25% vesting on each of the second, third, and fourth anniversaries of the Vesting Commencement Date.

2. Includes unvested RSUs.

Remarks:

	/s/ Gregory R Packer	09/03/2026
	** 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)