[Form 4] Waystar Holding Corp. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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).

X

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^*

Miller Melissa F. (Missy)

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2025

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
Common Stock	06/06/2025		F		2,623	D	$40.55	193,261(1)	D
Common Stock	08/26/2025		M		3,400	A	$18.19	196,661(2)(3)	D
Common Stock	08/26/2025		S		3,400	D	$37.0095(4)	193,261(2)(3)	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
Stock Options (right to buy)	$18.19	08/26/2025		M			3,400	(5)	08/17/2030	Common Stock	3,400	$0	32,150(2)	D

Explanation of Responses:

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.

2. 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).

3. Includes unvested RSUs.

4. 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.

5. 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.

Remarks:

	/s/ Gregory R. Packer, as Attorney-in-Fact	08/27/2025
	** 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 insider transactions did Melissa F. Miller report on Form 4 for WAY?

The Form 4 reports 2,623 shares withheld for taxes on 06/06/2025, and on 08/26/2025 a 10b5-1 plan executed purchase of 3,400 shares at $18.19 and sale of 3,400 shares at a weighted-average price of $37.0095.

Why were 2,623 shares withheld on 06/06/2025?

Those shares were withheld to pay taxes upon vesting of non-qualified stock options granted on 06/06/2024, with the withholding amount determined by the closing price on 06/06/2025.

What is the current beneficial ownership reported after these transactions?

The filing reports beneficial ownership of 193,261 shares following the reported transactions, after correcting a prior misclassification.

Was a trading plan used for the 08/26/2025 transactions?

Yes. The purchases and sales on 08/26/2025 occurred automatically pursuant to a 10b5-1 plan adopted by the reporting person on 11/20/2024.

Are there any compliance or disclosure issues noted in the filing?

The filing states the 06/06/2025 tax-withholding transaction was not timely filed and that a prior misclassification of an option exercise was corrected.