Form 4: Bain Capital Entities Reduce Stake in Waystar Holding Corp. Through Public Offering and Share Distribution

Bain Capital Investors LLC and related entities sold shares of Waystar Holding Corp. in a public offering and distributed shares to members, reducing their beneficial ownership.

Summary

• Bain Capital Investors LLC, along with affiliated entities including BCPE Derby Investor, LP and BCPE Derby (DE) SPV, LP, have reported changes in their beneficial ownership of Waystar Holding Corp. common stock.
• On May 16, 2025, they sold 3,012,253 shares of Common Stock at a price of $37.3937 per share as part of a registered public offering.
• Also on May 16, 2025, Derby Investor distributed 235,397 shares of Common Stock to its members or partners for charitable gifts.
• On May 20, 2025, an additional 451,837 shares were sold at $37.3937 per share due to the exercise of the underwriters' option to purchase additional shares.
• Following these transactions, the Bain Capital Entities indirectly beneficially own 18,055,049 shares of Waystar Holding Corp. common stock.

Sentiment

Score: 6

Explanation: Neutral sentiment. The document simply reports transactions related to share sales and distributions, which are typical post-IPO activities for private equity firms.

Industry Context

This activity is typical for private equity firms like Bain Capital after a company they invested in goes public. They often reduce their stake over time to realize returns for their investors.

Comparison to Industry Standards

• Blackstone and KKR, similar private equity firms, have also executed secondary offerings to reduce their positions in publicly listed companies after initial IPOs.
• These transactions are common and are often viewed as a natural progression in the investment lifecycle of private equity firms.
• The size of the offering and distribution is within the typical range for such transactions, given Bain Capital's initial investment size in Waystar.

Stakeholder Impact

• The share sales may create downward pressure on the stock price in the short term.
• The distribution of shares for charitable gifts may have a positive impact on the recipients of those gifts.

Key Dates

Keywords

Waystar Holding Corp., Bain Capital Investors, BCPE Derby Investor, BCPE Derby SPV, Beneficial Ownership, Public Offering, Share Distribution, Form 4, SEC