Form 4 for WAY Waystar Holding Corp.

Accepted 2025-02-26 00:00:00 ET · period of report 2025-02-24 · accession 0000950170-25-028175 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2025-02-26	2025-02-24	WAY	Moskowitz Paul G	Dir, 10%	J - Other	—	-573.2K	21.75M	-3%	—
I	2025-02-26	2025-02-24	WAY	Moskowitz Paul G	Dir, 10%	S - Sale	$38.60	-5.65M	22.33M	-20%	-$218.19M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock, par value $0.01 per share	2025-02-24	J	D	573,192	—	21,754,536	I See Footnote	—	—	(F4) On February 24, 2025, Derby Investor distributed 347,013 shares of Common Stock and Derby SPV Investor distributed 226,179 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. (F1) 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"), which is the general partner of Derby SPV Investor and, together with BCI, Partners XI, Fund XI, Derby GP, Derby Investor and Derby SPV GP, the "Bain Capital Entities"). (F2) (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.
2	Common	Common Stock, par value $0.01 per share	2025-02-24	S	D	5,652,689	$38.60	22,327,728	I See Footnote	—	—	(F3) Pursuant to a registered public offering that closed on February 24, 2025, 552,696 shares of Common Stock were sold by Derby Investor and 5,099,993 shares of Common Stock were sold by Derby SPV Investor at a price of $38.60 (net of underwriting discount). (F1) 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"), which is the general partner of Derby SPV Investor and, together with BCI, Partners XI, Fund XI, Derby GP, Derby Investor and Derby SPV GP, the "Bain Capital Entities"). (F2) (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.