WAY insider: 2,623 shares withheld for taxes; 3,400 shares bought and sold under 10b5-1
Rhea-AI Filing Summary
Waystar Holding Corp. (WAY) insider activity by Chief Marketing Officer Melissa F. Miller. The report shows three equity transactions: 2,623 shares were withheld to pay taxes upon vesting of previously granted non-qualified stock options on 06/06/2025, reducing holdings to 193,261 shares. On 08/26/2025 a 10b5-1 plan executed the acquisition of 3,400 shares at $18.19 and simultaneous sales of 3,400 shares at a weighted-average price of $37.0095, leaving beneficial ownership at 193,261 (after a corrected prior misclassification). The Form notes the option grant dates, vesting schedule, and that the 10b5-1 plan was adopted on 11/20/2024.
Positive
- Use of a 10b5-1 trading plan adopted 11/20/2024 that automated purchases and sales on 08/26/2025
- Correction to prior filings resulting in an accurate current beneficial ownership balance
- Detailed option vesting terms disclosed, including $18.19 exercise price and performance-based vesting for 50% of the grant
Negative
- Transaction not timely filed for the 06/06/2025 tax-withholding on vested options
- Prior misclassification of an option exercise required correction to reported holdings
Insights
TL;DR: Routine insider option vesting, tax-withholding and 10b5-1 plan trades; no new capital-raising or material shift in ownership reported.
The filings describe standard equity compensation mechanics: non-qualified options vested and shares were withheld to cover taxes, reducing reported shares to 193,261. A pre-established 10b5-1 plan executed purchases and sales of 3,400 shares on 08/26/2025 at stated prices. The option economics include an $18.19 exercise price and performance-based vesting for half the grant. From a financial perspective these are internal compensation and trading activities that do not on their face alter company capital structure or introduce new financing.
TL;DR: Disclosure largely complete but includes an untimely filing and a corrected prior misclassification.
The Form discloses a late-filed transaction (tax-withheld shares on 06/06/2025 noted as "not timely filed") and states a correction to prior filings to fix a misclassified option exercise, which updates current holdings. The use of a documented 10b5-1 trading plan and the attorney-in-fact signature are proper controls; however, the untimely disclosure and prior misclassification are governance items that should be minimized through stronger internal reporting processes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Options (right to buy) | 3,400 | $0.00 | -- |
| Exercise | Common Stock | 3,400 | $18.19 | $62K |
| Sale | Common Stock | 3,400 | $37.0095 | $126K |
| Tax Withholding | Common Stock | 2,623 | $40.55 | $106K |
Footnotes (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. In addition, the total number of shares beneficially owned following the reported transaction reflects a correction to prior filings to account for an earlier misclassification of an option exercise. The ending balance reported herein is accurate and reflects the Reporting Person's current holdings. These transactions occurred automatically pursuant to a plan adopted by the Reporting Person on November 20, 2024 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Includes unvested RSUs. 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 $37.00 to $37.03, 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. Options granted August 17, 2020 of which 50% of the option vests in five substantially equal annual installments commencing on August 17, 2021 and the remaining 50% of the option vests upon achievement of certain specified performance-based vesting criteria.
