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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Bridge T. Craig

(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 Transformation 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		14,488	D	$40.55	668,355(1)(2)	D
Common Stock	09/08/2025		S		85,000	D	$40.0618(3)	583,355(1)(4)	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. Includes unvested RSUs.

2. 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.

3. 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.

4. 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).

Remarks:

	/s/ Gregory R. Packer, as Attorney-in-Fact	09/10/2025
	** 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 transactions did Bridge T. Craig report on Form 4 for WAY?

The Form 4 reports a 06/06/2025 tax-withholding disposal of 14,488 shares at $40.55 and a 09/08/2025 sale of 85,000 shares at a weighted average price of $40.0618.

Why were 14,488 shares disposed on 06/06/2025?

Those shares were withheld to pay taxes upon vesting of Non-Qualified Stock Options granted to the reporting person on 06/06/2024.

Were the 09/08/2025 sales part of a trading plan?

Yes, the Form 4 states the 09/08/2025 sales occurred automatically pursuant to a 10b5-1 plan adopted on 11/27/2024.

Did the filing correct any prior reporting errors?

Yes, the filing notes a correction to prior filings to account for an earlier misclassification of an option exercise and reports the accurate current holdings.

Was the 06/06/2025 transaction timely reported?

No. The filing explicitly states the 06/06/2025 transaction was not timely filed.