[Form 4] Waystar Holding Corp. Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

09/16/2025 - 04:30 PM

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

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	09/12/2025		S(3)		4,295,139	D	$39.21(3)	13,759,910	I	See Footnote(1)(2)
Common Stock, par value $0.01 per share	09/12/2025		J(4)		516,371	D	(4)	13,243,539	I	See Footnote(1)(2)

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

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Derby Investor, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Derby GP, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bain Capital Fund XI, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bain Capital Partners XI, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Derby (DE) SPV, LP

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCPE Derby (DE) SPV (GP), LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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").

2. (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.

3. 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).

4. 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.

	Bain Capital Investors, LLC, By: /s/ Paul Moskowitz, Title: Authorized Signatory	09/16/2025
	BCPE Derby Investor, LP, By: BCPE Derby GP, LLC, its GP, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its GP, By: Bain Capital Investors, LLC, its GP, By: /s/ Paul Moskowitz, Title: Authorized Signatory	09/16/2025
	BCPE Derby GP, LLC, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its general partner, By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory	09/16/2025
	Bain Capital Fund XI, L.P., By: Bain Capital Partners XI, L.P., its general partner, By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory	09/16/2025
	Bain Capital Partners XI, L.P., By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory	09/16/2025
	BCPE Derby (DE) SPV, LP, By: BCPE Derby (DE) SPV (GP), LLC, its GP, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its GP, By: Bain Capital Investors, LLC, its GP, By: /s/ Paul Moskowitz, Title: Authorized Signatory	09/16/2025
	BCPE Derby (DE) SPV (GP), LLC, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its general partner, By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory	09/16/2025
	** 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

Who filed the Form 4 reporting activity in WAY?

The filing was made by Bain Capital Investors, LLC and related Bain Capital entities acting as reporting persons.

How many Waystar (WAY) shares were sold and at what price?

The Form 4 reports 4,295,139 shares disposed in a registered offering at $39.21 per share on 09/12/2025.

Which entities sold shares in the offering and what were their amounts?

Derby Investor sold 298,303 shares and Derby SPV Investor sold 3,996,836 shares in the registered offering.

Were any shares distributed rather than sold, and are there restrictions?

Yes; 516,371 shares were distributed to members (397,013 from Derby Investor and 119,358 from Derby SPV Investor) and those distributed shares are subject to lock-up restrictions generally until 11/11/2025.

What level of ownership do the Bain entities report after the transactions?

The filing shows post-transaction indirect beneficial ownership figures of 13,759,910 and 13,243,539 shares for the reporting entities.