[Form 4] Waystar Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Waystar Holding Corp. insider transactions reported on Form 4: Paul G. Moskowitz, a Bain Capital partner and Waystar director/10% owner, disclosed disposals of common stock tied to a registered public offering on 09/12/2025. The report shows 4,295,139 shares sold at $39.21 and 516,371 shares transferred in distributions, leaving the Bain Capital entities with 13,243,539 shares beneficially owned after the transactions. Some distributed shares are subject to lock-up restrictions until November 11, 2025, except as permitted by J.P. Morgan Securities.

Positive

• Full disclosure and compliance: The reporting person filed Form 4 detailing the transactions and ownership structure.
• Continued substantial ownership: Bain Capital entities still beneficially own 13,243,539 shares after the transactions, indicating ongoing significant stake.

Negative

• Large disposition: Approximately 4,811,510 shares were sold or distributed on 09/12/2025, representing a material reduction in affiliate-held shares.
• Potential market pressure: The sizeable registered offering could increase available float and influence short-term share supply dynamics.

Insights

Corporate Governance Expert

TL;DR: Large sales by an affiliate of a director reduce insider-held stake and warrant monitoring for governance and alignment implications.

The Form 4 discloses substantial disposals by entities controlled or managed by Bain Capital, where Paul Moskowitz may share voting and dispositive power. The sales occurred through a registered offering at $39.21 and included distributions to partners and charitable-related transfers subject to lock-ups. From a governance perspective, these are controlled, disclosed transactions rather than open-market opportunistic sales, but they materially reduce the affiliate-held float and could change the effective ownership dynamics among limited partners.

Securities Analyst

TL;DR: Significant block sale reduced Bain-linked holdings; transaction structure and remaining stake size will affect investor perception.

The reported disposition totaled approximately 4.81 million shares executed at $39.21 per share via a registered public offering. After the transactions, Bain-related entities retain over 13.2 million shares, indicating continued substantial ownership. The presence of lock-up provisions on distributed shares mitigates immediate secondary selling pressure for a defined period. For market impact, the transaction size is material relative to typical free float, so investors should note the reduced affiliate-held position and the nature of the transfers (offering and distributions).

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
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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).

1. Name and Address of Reporting Person^*

Moskowitz Paul G

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

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)

X	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)

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, 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

Explanation of Responses:

1. Represents shares held by BCPE Derby Investor, LP ("Derby Investor") and BCPE Derby (DE) SPV, LP ("Derby SPV Investor"). 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 Derby Investor and (ii) sole member of BCPE Derby (DE) SPV, LLC ("Derby SPV GP" and, together with BCI, Partners XI, Fund XI, Derby GP, Derby Investor and Derby SPV Investor, the "Bain Capital Entities"), which is the general partner of Derby SPV Investor.

2. (Continued from footnote 1) Paul G Moskowitz, a member of the board of directors of Waystar Holding Corp. (the "Issuer"), is a Partner of BCI. By virtue of the relationships described in this footnote, Mr. Moskowitz 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 the Bain Capital Entities. Mr. Moskowitz disclaims beneficial ownership of such securities except to the extent of his 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.

	/s/ Paul Moskowitz	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 filed for WAY disclose about Paul Moskowitz's transactions?

The Form 4 reports that entities affiliated with Paul Moskowitz sold 4,295,139 shares at $39.21 and distributed 516,371 shares on 09/12/2025, leaving 13,243,539 shares beneficially owned.

Were the sales executed through an offering or open-market trades for WAY?

The sales were executed pursuant to a registered public offering that closed on 09/12/2025; amounts sold were net of underwriting discount.

Do any of the distributed WAY shares have resale restrictions?

Yes, certain distributed shares are subject to lock-up agreements that, with limited exceptions, restrict sale until November 11, 2025 unless J.P. Morgan Securities consents.

How is Paul Moskowitz connected to the shares sold by Bain Capital entities?

Mr. Moskowitz is a Partner of Bain Capital Investors, LLC and a Waystar director; he may be deemed to share voting and dispositive power over the shares held by Bain Capital entities but disclaims beneficial ownership except to the extent of pecuniary interest.

How many shares do Bain Capital entities hold in Waystar after these transactions?

Following the reported transactions, the Bain Capital entities beneficially own 13,243,539 shares of Waystar common stock.