WAY Form 4: Bridge T. Craig sells 85,000 shares under 10b5-1; tax-withholding noted
Rhea-AI Filing Summary
Waystar insider transactions by Chief Transformation Officer Bridge T. Craig show two reported changes in beneficial ownership. On 06/06/2025, 14,488 shares were disposed at $40.55 per share through withholding to satisfy taxes on vested non-qualified stock options granted 06/06/2024; the filing states this transaction was not timely filed and that the post-transaction balance includes a correction for a prior misclassified option exercise, leaving 668,355 shares beneficially owned. On 09/08/2025, 85,000 shares were sold at a weighted average price of $40.0618 (range $40.00–$40.22) under a 10b5-1 plan adopted 11/27/2024, leaving 583,355 shares. The form is signed by an attorney-in-fact on 09/10/2025.
Positive
- Sales executed under a 10b5-1 plan (adopted 11/27/2024) for the 09/08/2025 transactions, supporting pre-planned disposition
- Filing corrects prior misclassification to present an accurate post-transaction beneficial ownership balance
- Registrant offers to provide detailed breakdown of the number of shares sold at each price within the reported range upon request
Negative
- The 06/06/2025 tax-withholding transaction was not timely filed, indicating a reporting control lapse
- Significant insider sale of 85,000 shares on 09/08/2025 reduced holdings from 668,355 to 583,355 shares
Insights
TL;DR: Insider sold 85,000 shares under a 10b5-1 plan and had tax-withheld shares on option vesting; filing corrects prior misclassification.
The transactions are straightforward: a tax-withholding disposal related to vesting of non-qualified options and a later block sale executed under a pre-established 10b5-1 plan. The weighted-average sale price range ($40.00–$40.22) and the reported balances (668,355 then 583,355 shares) quantify the insider's remaining stake. The late reporting of the withholding transaction is a disclosure control lapse but the form documents corrective adjustments to prior reports.
TL;DR: Use of a 10b5-1 plan indicates pre-planned disposals; untimely reporting weakens procedural compliance.
The 10b5-1 plan adoption date (11/27/2024) supports an affirmative defense for the 09/08/2025 sales, reducing insider trading concern for that transaction. However, the filing admits the 06/06/2025 tax-withholding transaction was not timely filed and corrects a prior misclassification, signaling deficiencies in reporting processes. The signature by an attorney-in-fact on 09/10/2025 finalizes the disclosure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 85,000 | $40.0618 | $3.41M |
| Tax Withholding | Common Stock | 14,488 | $40.55 | $587K |
Footnotes (1)
- Includes unvested RSUs. 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. 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 $40.00 to $40.22, 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. These transactions occurred automatically pursuant to a plan adopted by the Reporting Person on November 27, 2024 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
