SCHEDULE: Bain Capital Entities Disclose 6.9% Stake in Waystar

Bain Capital-affiliated entities, BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, reported a combined beneficial ownership of 6.9% in Waystar Holding Corp. as of September 30, 2025.

Summary

• BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, collectively referred to as the Reporting Persons, beneficially own 13,243,539 shares of Waystar Holding Corp. common stock.
• This aggregate ownership represents approximately 6.9% of the outstanding common stock.
• The percentage is based on 191,316,583 shares of common stock issued and outstanding, as reported by Waystar Holding Corp. in its Form 10-Q filed on October 29, 2025.
• Bain Capital Investors, LLC (BCI) and its related funds are identified as having shared voting and dispositive power over these securities.
• The Reporting Persons are parties to a Stockholders Agreement with Waystar Holding Corp., granting them the right to nominate one director to the board as long as their ownership remains at 5% or more.
• This filing is an Amendment No. 4 to a Schedule 13G.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership by a significant institutional investor. The continued substantial stake and governance rights (director nomination) are mildly positive, indicating ongoing confidence, but the filing itself does not contain new operational or financial news to significantly alter sentiment.

Positives

• The continued significant ownership by Bain Capital-affiliated entities suggests ongoing institutional confidence in Waystar Holding Corp.
• The right to nominate a director provides Bain Capital with a direct voice in corporate governance, potentially aligning management decisions with major shareholder interests.

Negatives

• No specific negative financial or operational details are disclosed in this ownership report.

Risks

• The Stockholders Agreement, which requires parties to vote in favor of nominated directors, could be deemed to constitute a 'group' for purposes of Section 13(d) under the Securities Exchange Act of 1934, despite the Reporting Persons expressly disclaiming such membership. This could lead to potential regulatory scrutiny or different reporting obligations if a group is formally recognized.

Future Outlook

NA

Management Comments

• The Reporting Persons expressly disclaim membership in such group and the filing of this Statement shall not be deemed an admission of such group membership or beneficial ownership of the securities held by the other parties to the Agreement.

Industry Context

This filing indicates continued significant institutional investment in Waystar Holding Corp., a company likely operating in the healthcare technology or financial services sector. Large institutional stakes like Bain Capital's can signal confidence in the company's long-term prospects and strategic direction within its industry.

Corporate Governance

Related Party Transactions

• The beneficial ownership by BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, which are managed by Bain Capital Investors, LLC, represents a significant investment by entities affiliated with Bain Capital.
• The Stockholders Agreement between the Reporting Persons and the Issuer outlines specific governance rights, including director nomination, which is a form of related party dealing in terms of corporate control and influence.

Stakeholder Impact

• Shareholders: The continued significant stake by Bain Capital-affiliated entities may be viewed positively as a sign of institutional confidence, potentially stabilizing the stock price or signaling long-term value. The director nomination right ensures a major shareholder voice on the board.
• Management: Management will continue to operate under the influence of a significant institutional investor with board representation, potentially leading to increased scrutiny or strategic alignment with Bain Capital's interests.

Next Steps

• The Reporting Persons will continue to hold their shares in Waystar Holding Corp.
• Bain Capital-affiliated entities retain the right to nominate one director to the Issuer's board of directors as long as their beneficial ownership remains at 5% or more.

Key Dates

Recommendation

This is a routine Schedule 13G amendment disclosing beneficial ownership. It does not contain new financial performance data, strategic shifts, or material events that would warrant a change in investment recommendation. The continued significant stake by Bain Capital is an expected part of the company's ownership structure and governance, reinforcing a neutral 'hold' stance for existing investors.

Keywords

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