Form 4: WAY Chief Reclassifies Options, No Shares Traded

Rhea-AI Filing Summary

Waystar Holding Corp. (WAY) – Form 4 filing

CEO & Director Matthew J. Hawkins reported a 1 Aug 2025 transaction involving vested stock options with a $4.14 exercise price and 1 Nov 2027 expiry. Exactly 156,865 options were moved from a 2024 grantor-retained annuity trust (GRAT) to his direct account, coded “J,” which signals a change in form of ownership rather than a sale or purchase. The executive’s pecuniary interest is unchanged.

Post-transaction, Hawkins holds 1,336,412 options directly and 593,135 options indirectly (343,135 in the 2024 GRAT and 250,000 in a 2025 GRAT), totalling 1,929,547 options on common stock. No open-market trading, cash proceeds or equity dilution occurred. The filing therefore has limited immediate market impact but underscores the CEO’s large, fully-vested, below-market option stake, which continues to align his incentives with shareholders.

Positive

• CEO maintains a sizeable 1.93 M-option stake at a $4.14 strike, reinforcing long-term alignment with shareholder value.

Negative

• None.

Insights

Securities Analyst

TL;DR: Internal option transfer; no economic change—neutral for valuation.

The Form 4 shows a GRAT-to-direct transfer of 156,865 vested options at a $4.14 strike. Since Code J denotes a non-market reclassification, neither share count nor executive exposure changes. Hawkins still controls roughly 1.93 M options, reaffirming long-term alignment but providing no fresh signal on future share price. I view the filing as routine housekeeping with negligible impact on earnings, liquidity, or float.

Corporate Governance Expert

TL;DR: Structural shift from trust to personal account; governance risk minimal.

Moving options out of a GRAT may reflect estate-planning adjustments as earlier grants fully vest. Because the stake remains disclosed and pecuniary interest is identical, minority shareholders face no dilution or control shift. Filing timeliness is consistent with Section 16 requirements, suggesting adequate compliance procedures. Overall governance impact is neutral.

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^*

Hawkins Matthew J.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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

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	08/01/2025		J			156,865	(1)	11/01/2027	Common Stock	156,865	$0	343,135(2)	I	By 2024 grantor retained annuity trust
Stock Options (right to buy)	$4.14	08/01/2025		J		156,865		(1)	11/01/2027	Common Stock	156,865	$0	1,336,412(2)	D
Stock Options (right to buy)	$4.14							(1)	11/01/2027	Common Stock	250,000		250,000	I	By 2025 grantor retained annuity trust

Explanation of Responses:

1. These options are currently vested.

2. Options previously reported as indirectly owned through a grantor retained annuity trust of which the reporting person is beneficiary were transferred to the reporting person directly. This transaction represents a change in the form of ownership from indirect to direct, with no change in the reporting person's pecuniary interest in the securities.

Remarks:

	/s/ Gregory R. Packer, as Attorney-in-Fact	08/01/2025
	** 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 did Waystar (WAY) disclose in the 1 Aug 2025 Form 4?

Transfer of 156,865 vested stock options from a GRAT to CEO Matthew Hawkins’ direct ownership; no shares were bought or sold.

What does transaction code “J” mean in the WAY Form 4?

Code J indicates a change in the form of ownership, not a market transaction, so economic exposure is unchanged.

How many Waystar options does CEO Matthew Hawkins now hold?

He owns 1,929,547 options: 1,336,412 directly and 593,135 indirectly via two GRATs.

Were any cash proceeds involved in this Form 4 filing?

No. The options were transferred at $0 cost; no cash changed hands and no shares entered the market.

What is the exercise price and expiry of the reported options?

Each option has a $4.14 strike price and expires 1 Nov 2027.