SEC Form 4 · accession 0001998256-26-000013
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
Sep 1, 2026
Accepted (ET)
Sep 3, 2026 · 1:15 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 | Sep 1, 2026 | F | 30,287 | $25.73 | D | 1,804,794 | D | |
| Common StockF2,F3 | Sep 2, 2026 | M | 82,500 | $4.14 | A | 1,887,294 | D | |
| Common StockF4,F2,F3 | Sep 2, 2026 | S | 82,500 | $25.9707 | D | 1,804,794 | 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 | Sep 2, 2026 | M | 82,500 | D | — | Nov 1, 2027 | Common Stock | 82,500 | 1,510,098 | D |
| Stock Options (right to buy)F6,F5 | $4.14 | holding | — | — | — | — | Nov 1, 2027 | Common Stock | 1,592,598 | 1,510,098 | D |
| Stock Options (right to buy)F6,F5 | $4.14 | holding | — | — | — | — | Nov 1, 2027 | Common Stock | 66,374 | 66,374 | I |
| Stock Options (right to buy)F5 | $4.14 | holding | — | — | — | — | Nov 1, 2027 | Common Stock | 46,208 | 46,208 | I |
Explanation of responses
- F1The transaction represents shares of common stock withheld to pay taxes upon vesting of restricted stock units (RSUs) granted to the Reporting Person on April 1, 2025. The number of shares withheld was determined based on the actual sale price of shares sold on September 1, 2026 pursuant to a "sell-to-cover" transaction. The vesting schedule for this RSU grant, as originally reported on the Reporting Person's prior Form 4, was modified by the Talent & Compensation Committee. The original vesting schedule provided for 40% vesting on the third anniversary of the Vesting Commencement Date and 60% vesting on the fourth anniversary of the Vesting Commencement Date. The modified vesting schedule provides for 25% vesting on September 1, 2026, and 25% vesting on each of the second, third, and fourth anniversaries of the Vesting Commencement Date.
- F2Includes unvested RSUs.
- F3These 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).
- 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 $25.51 to $26.51, 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.