SEC Form 4 · accession 0001998256-26-000007
Waystar Holding Corp. · WAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew J. Hawkins
Officer — Chief Executive Officer · Director
Period of report
Jul 15, 2026
Accepted (ET)
Jul 17, 2026 · 5:21 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001990354
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 15, 2026 | M | 33,099 | $4.14 | A | 959,915 | D | |
| Common StockF3,F1,F2 | Jul 15, 2026 | S | 33,099 | $23.0228 | D | 926,816 | D | |
| Common StockF1,F2 | Jul 16, 2026 | M | 36,901 | $4.14 | A | 963,717 | D | |
| Common StockF4,F1,F2 | Jul 16, 2026 | S | 36,901 | $23.0873 | D | 926,816 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F5 | $4.14 | Jul 15, 2026 | M | 33,099 | D | — | Nov 1, 2027 | Common Stock | 33,099 | 1,435,238 | D |
| Stock Options (right to buy)F5 | $4.14 | Jul 16, 2026 | M | 36,901 | D | — | Nov 1, 2027 | Common Stock | 36,901 | 1,398,337 | D |
| Stock Options (right to buy)F6,F5 | $4.14 | holding | — | — | — | — | Nov 1, 2027 | Common Stock | 1,468,337 | 1,398,337 | D |
| Stock Options (right to buy)F5 | $4.14 | holding | — | — | — | — | Nov 1, 2027 | Common Stock | 343,135 | 343,135 | I |
| Stock Options (right to buy)F6,F5 | $4.14 | holding | — | — | — | — | Nov 1, 2027 | Common Stock | 46,208 | 46,208 | I |
Explanation of responses
- F1Includes unvested RSUs.
- F2These transactions occurred automatically pursuant to a plan adopted by the Reporting Person on March 13, 2026 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
- F3The 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 $23.00 to $23.08, 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.
- F4The 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 $23.00 to $23.27, 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.
- F5These options are currently vested.
- F6Reflects annuity payments resulting in a change in the form of beneficial ownership (direct and trust holdings) without a change in pecuniary interest, exempt under Rule 16a-13.