Waystar (WAY) CBO sells 40,225 shares after option exercises

Rhea-AI Filing Summary

Waystar Holding Corp.'s Chief Business Officer, Eric L. (Ric) Sinclair III, reported multiple transactions in company stock on January 20, 2026. He exercised stock options covering 7,562 shares at $18.19 and 32,663 shares at $4.14, receiving the same number of common shares. He then sold 40,225 shares of common stock at a weighted average price of $30.0827, with individual sale prices ranging from $30.00 to $30.23. Following these trades, he held 474,826 shares of common stock, which includes unvested restricted stock units. After the option exercises, he also held 173,938 and 6,141 stock options in separate grants. The filing notes that these transactions occurred automatically under a Rule 10b5-1(c) trading plan adopted on August 24, 2025.

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

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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)
01/20/2026

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	01/20/2026		M		7,562	A	$18.19	482,388(1)(2)	D
Common Stock	01/20/2026		M		32,663	A	$4.14	515,051(1)(2)	D
Common Stock	01/20/2026		S		40,225	D	$30.0827(3)	474,826(1)(2)	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	01/20/2026		M			7,562	(4)	08/09/2030	Common Stock	7,562	$0	173,938	D
Stock Options (right to buy)	$4.14	01/20/2026		M			32,663	(5)	11/01/2027	Common Stock	32,663	$0	6,141	D

Explanation of Responses:

1. Includes unvested RSUs.

2. These transactions occurred automatically pursuant to a plan adopted by the Reporting Person on August 24, 2025 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 $30.00 to $30.23, 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. Options granted on August 9, 2020 of which 50% of the option vests in five substantially equal annual installments commencing on August 9, 2021 and the remaining 50% of the option vests upon achievement of certain specified performance-based vesting criteria.

5. These options are currently vested.

Remarks:

	/s/ Gregory R. Packer, as Attorney-in-Fact	01/22/2026
	** 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).
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FAQ

Who is the insider trading Waystar (WAY) stock in this Form 4?

The reporting person is Eric L. (Ric) Sinclair III, who serves as Chief Business Officer of Waystar Holding Corp. and filed this Form 4 as a single reporting person.

How many Waystar (WAY) shares did the CBO sell on January 20, 2026?

On January 20, 2026, the Chief Business Officer sold 40,225 shares of common stock at a weighted average price of $30.0827 per share, with sale prices ranging from $30.00 to $30.23.

What stock options did the Waystar (WAY) CBO exercise in this filing?

He exercised stock options for 7,562 shares at $18.19 per share and 32,663 shares at $4.14 per share, receiving the same number of Waystar common shares in each case.

How many Waystar (WAY) shares does the CBO own after these transactions?

After the reported transactions, the Chief Business Officer beneficially owned 474,826 shares of Waystar common stock, and this figure includes unvested RSUs as disclosed in the footnotes.

Are the Waystar (WAY) insider trades part of a Rule 10b5-1 plan?

Yes. The filing states that the transactions occurred automatically under a trading plan adopted on August 24, 2025 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

What stock options remain outstanding for the Waystar (WAY) CBO after this Form 4?

Following the option exercises, he held 173,938 stock options from one grant and 6,141 stock options from another grant, each giving the right to acquire Waystar common stock.