[Form 4] Waystar Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Waystar Holding Corp. insider filing by Eric L. Sinclair III reports a tax-withholding share disposition and automatic transactions under a 10b5-1 plan plus option activity. On 06/06/2025 the reporting person had 16,044 shares withheld to pay taxes on option vesting at a price of $40.55, leaving 474,826 shares beneficially owned (this total includes unvested RSUs). On 09/08/2025 the reporting person acquired 19,404 shares via exercise/plan at $4.14 and concurrently sold 19,404 shares at a weighted average price of $40.0285 (sales occurred across $40.00–$40.25). The acquisition on 09/08/2025 was automatic under a plan adopted 02/19/2025 intended to satisfy Rule 10b5-1(c). The filing corrects prior reporting to reflect an earlier misclassification of an option exercise and states the option lot is vested and exercisable.

Positive

• Use of a 10b5-1 trading plan adopted 02/19/2025, which provides pre-established, automated trade dispositions
• Correction to prior filings to accurately reflect beneficial ownership improves disclosure accuracy
• No net new dilution reported from these transactions; paired acquisition and sale were equal in share count

Negative

• Untimely filing noted for the 06/06/2025 tax-withholding transaction, indicating a reporting lapse
• Insider sold shares (19,404 shares sold at a weighted average of $40.0285) which may be viewed negatively by some investors

Insights

Securities Analyst

TL;DR: Insider executed routine tax withholding and 10b5-1 plan trades; net holdings unchanged materially after correction.

The filing documents routine Section 16 activity: shares were withheld to cover taxes on option vesting and a contemporaneous 10b5-1 plan produced an automatic exercise/acquisition and sale of equal share amounts, resulting in no net change in share count from those paired transactions. The weighted average sale price range ($40.00–$40.25) and the exercise price ($4.14) show a material gain per share for the reporting person but no new issuance or dilutive event for other shareholders. The correction to prior filings improves transparency of current beneficial ownership figures.

Corporate Governance Expert

TL;DR: Disclosure shows use of a documented 10b5-1 plan and a corrective amendment; timely reporting issues noted.

The filing confirms the reporting person adopted a 10b5-1 trading plan on 02/19/2025 that governed the 09/08/2025 transactions, which is standard practice to mitigate insider trading risk. However, the June 6, 2025 withholding transaction was described as not timely filed and the registrant corrected prior misclassification, indicating a lapse in prior reporting controls that was remedied here. From a governance standpoint, the presence of a signed 10b5-1 plan and an explicit correction are constructive, but the late filing should be recorded and reviewed internally.

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^*

Sinclair III Eric L. (Ric)

(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 Business 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		16,044	D	$40.55	474,826(1)(2)	D
Common Stock	09/08/2025		M		19,404	A	$4.14	494,230(1)(3)	D
Common Stock	09/08/2025		S		19,404	D	$40.0285(4)	474,826(1)(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)	$4.14	09/08/2025		M			19,404	(5)	11/01/2027	Common Stock	19,404	$0	77,608	D

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. These transactions occurred automatically pursuant to a plan adopted by the Reporting Person on February 19, 2025 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 $40.00 to $40.25, 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. These options are currently vested.

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 did the Form 4 for WAY filed by Eric L. Sinclair III report?

The Form 4 reports 16,044 shares withheld for taxes on 06/06/2025 and automated transactions on 09/08/2025 where 19,404 shares were acquired at $4.14 and 19,404 shares were sold at a weighted average of $40.0285.

Did the filing disclose use of a trading plan for WAY insider transactions?

Yes. The 09/08/2025 transactions occurred automatically pursuant to a plan adopted on 02/19/2025 intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Does the filing show any corrections to prior reports for WAY?

Yes. The filing states it reflects a correction to prior filings to account for an earlier misclassification of an option exercise and provides the corrected ending beneficial ownership balance of 474,826 shares.

Was any filing described as untimely in the Form 4 for WAY?

Yes. The filing states the 06/06/2025 tax-withholding transaction was not timely filed.

Are the reported options vested or unvested?

The filing states these options are currently vested and the derivative table shows 19,404 underlying common shares tied to the reported option activity.