SCHEDULE: Bain Capital Entities Disclose 10.3% Stake in Waystar

Bain Capital affiliates, BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, collectively report a 10.3% beneficial ownership in Waystar Holding Corp. common stock.

Summary

• BCPE Derby Investor, LP beneficially owns 2,609,155 shares, representing approximately 1.5% of Waystar Holding Corp.'s common stock.
• BCPE Derby (DE) SPV, LP beneficially owns 15,445,894 shares, representing approximately 8.9% of Waystar Holding Corp.'s common stock.
• Collectively, the Reporting Persons (BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP) beneficially own an aggregate of 18,055,049 shares, representing approximately 10.3% of the outstanding common stock.
• The percentage ownership is based on 174,146,070 shares of common stock issued and outstanding as reported by Waystar Holding Corp. in its Quarterly Report on Form 10-Q filed on July 30, 2025.
• The Reporting Persons have shared voting and dispositive power over these shares.

Sentiment

Score: 6

Explanation: The filing is largely neutral as it's a routine ownership disclosure. The continued significant stake by Bain Capital and their board nomination right are mildly positive indicators of investor confidence and governance influence.

Positives

• A significant institutional investor, Bain Capital, maintains a substantial 10.3% stake, indicating continued confidence in Waystar Holding Corp.
• The Stockholders Agreement grants the Reporting Persons the right to nominate one director to the board as long as their ownership remains at 5% or more, providing them with direct influence on corporate governance.

Risks

• The Reporting Persons acknowledge that the Stockholders Agreement, which requires them and other parties to vote in favor of nominated directors, "may be deemed to constitute a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended," despite their express disclaimer of such group membership. This could imply potential regulatory scrutiny or legal interpretation regarding group formation.

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The continued significant ownership by a major institutional investor like Bain Capital may be viewed positively, signaling long-term commitment and potential stability. The director nomination right ensures a voice for this large shareholder.
• Management: Management will need to consider the interests and perspectives of a major shareholder with board representation.

Next Steps

• Waystar Holding Corp. will continue to operate with Bain Capital as a significant shareholder.
• Bain Capital, through the Reporting Persons, retains the right to nominate one director to Waystar's board as long as their ownership remains above 5%.

Key Dates

Recommendation

This Schedule 13G (Amendment No. 3) primarily serves as a disclosure of beneficial ownership by passive investors, Bain Capital affiliates. The filing confirms their continued substantial stake of 10.3% in Waystar Holding Corp. and their existing right to nominate a director to the board, which was established by a prior Stockholders Agreement. While the sustained significant ownership by a reputable firm like Bain Capital is a positive indicator of long-term confidence and provides a degree of stability, the filing does not introduce new material information or changes in strategy that would fundamentally alter the investment thesis for Waystar. It is a routine update reflecting a passive investment position. Therefore, a "hold" recommendation is appropriate, as existing investors should continue to monitor the company's performance and broader market conditions, while new investors might look for more comprehensive financial and strategic updates before making a decision.

Keywords

Waystar Holding Corp, BCPE Derby Investor, BCPE Derby SPV, Bain Capital, Schedule 13G, beneficial ownership, common stock, institutional investor, corporate governance, director nomination, SEC filing