Waystar Form 4: Bain Capital affiliate reduces stake, retains 13.24M shares
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
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.
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).
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)
- 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. (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. 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.
