Bain Capital Entities Report Disposition and Distributions of WAY Stock
Rhea-AI Filing Summary
Bain Capital entities disclosed sales and distributions of Waystar Holding Corp. (WAY) common stock on 09/12/2025. The filing reports 4,295,139 shares disposed in a registered public offering at $39.21 per share and an additional 516,371 shares distributed to members/partners. The filing states Derby Investor sold 298,303 shares and Derby SPV Investor sold 3,996,836 in the offering. After the reported transactions the filing shows beneficial ownership figures of 13,759,910 and 13,243,539 shares for the reporting entities on an indirect basis. Certain distributed shares (397,013 from Derby Investor and 119,358 from Derby SPV Investor) are subject to lock-up restrictions generally until 11/11/2025. The Form 4 is signed by Bain Capital's authorized signatory on 09/16/2025.
Positive
- Clear disclosure of relationships among Bain Capital entities and which entities hold indirect beneficial ownership
- Lock-up agreements on distributed shares through 11/11/2025 restrict immediate resale by recipients
- Use of a registered public offering suggests an orderly, market-based disposition at a disclosed price of $39.21
Negative
- Large disposition of 4,295,139 shares may materially reduce the Bain group’s economic stake in the short term
- Substantial distributions (516,371 shares) to members, some tied to charitable gifts, could lead to near-term sales once lock-up exceptions lapse
Insights
TL;DR: Large registered offering disposals reduced Bain Capital-affiliated holdings while retaining substantial indirect ownership.
The filing documents a significant public offering on 09/12/2025 where Bain-related vehicles sold a combined 4,295,139 shares at $39.21 and additionally distributed 516,371 shares to members. The entities still report substantial indirect beneficial ownership positions (shown as 13.8M and 13.2M shares). This is a routine liquidity event executed via a registered offering, with some distributed shares subject to a lock-up through 11/11/2025. For investors, the transaction signals managed monetization rather than an abrupt exit, but it does reduce the Bain group’s direct stake.
TL;DR: Disclosure is thorough and includes lock-up detail; multiple related entities clarify shared voting/dispositive power.
The footnotes explain the chain of relationships among Bain Capital Investors, Bain Capital Fund XI and related GP/LP vehicles, and explicitly state that the entities may be deemed to share voting and dispositive power over the reported shares while disclaiming direct beneficial ownership beyond pecuniary interest. The filing also documents distributions tied to charitable gifts and explicit lock-up arrangements, which are relevant to timing of secondary sales. The record is customary for sponsor-led dispositions and provides useful governance transparency.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock, par value $0.01 per share | 4,295,139 | $39.21 | $168.41M |
| Other | Common Stock, par value $0.01 per share | 516,371 | $0.00 | -- |
Footnotes (1)
- Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XI, L.P. ("Partners XI"), which is the general partner of Bain Capital Fund XI, L.P. ("Fund XI"). Fund XI is the (i) sole member of BCPE Derby GP, LLC ("Derby GP"), which is the general partner of BCPE Derby Investor, LP ("Derby Investor") and (ii) sole member of BCPE Derby (DE) SPV, LLC ("Derby SPV GP"), which is the general partner of BCPE Derby (DE) SPV, LP ("Derby SPV Investor" and, together with BCI, Partners XI, Fund XI, Derby GP, Derby Investor and Derby SPV GP, the "Bain Capital Entities"). (Continued from footnote 1) As a result, the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), held by Derby Investor and Derby SPV Investor. The Bain Capital Entities disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Pursuant to a registered public offering that closed on September 12, 2025, 298,303 shares of Common Stock were sold by Derby Investor and 3,996,836 shares of Common Stock were sold by Derby SPV Investor at a price of $39.21 (net of underwriting discount). On September 12, 2025, Derby Investor distributed 397,013 shares of Common Stock and Derby SPV Investor distributed 119,358 shares of Common Stock to one or more of their respective members or partners in connection with certain charitable gifts made by such members or partners or their direct or indirect owners. Such shares of Common Stock are subject to lock-up agreements that, subject to certain exceptions, restrict the sale of such shares until November 11, 2025 except with the prior written consent of J.P. Morgan Securities LLC.
