Form 4: Derby LuxCo Sells 7.7M Waystar Shares in Secondary Offering

Derby LuxCo S.a r.l., a 10% owner and director of Waystar Holding Corp., sold 7,766,088 shares of common stock at $39.21 per share in a secondary offering.

Summary

• Derby LuxCo S.a r.l., a significant shareholder and director of Waystar Holding Corp. (WAY), disposed of 7,766,088 shares of common stock.
• The transaction occurred on September 12, 2025, as part of a secondary offering.
• The shares were sold at a price of $39.21 per share.
• Following this transaction, Derby LuxCo S.a r.l. beneficially owns 24,879,437 shares of Waystar Holding Corp. common stock indirectly.
• EQT Fund Management S.a r.l. (EFMS) oversees investment vehicles that constitute the majority of commitments to EQT VIII, which owns 100% of Derby LuxCo S.a r.l.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant sale of shares by a 10% owner and director, which can be interpreted as a lack of confidence or a strategic exit, potentially leading to downward pressure on the stock price.

Positives

• NA

Negatives

• A significant sale of 7,766,088 shares by a 10% owner and director, Derby LuxCo S.a r.l., could be perceived negatively by the market, potentially signaling a reduction in confidence or a strategic exit by a major investor.
• The sale could put downward pressure on Waystar Holding Corp.'s stock price due to increased supply and investor sentiment.

Risks

• The market may interpret the large sale by a significant shareholder as a lack of confidence, potentially leading to a decline in investor sentiment and stock price.
• Increased float from the secondary offering could dilute the value of existing shares if not absorbed by new demand.

Future Outlook

No forward-looking statements or guidance were provided in this filing.

Management Comments

• Derby LuxCo S.a r.l. and EQT Fund Management S.a r.l. disclaim beneficial ownership of the securities covered by this filing, except to the extent of their pecuniary interest therein.

Industry Context

This filing reports a specific insider transaction and does not provide broader industry context or trends. It reflects a decision by a major shareholder to reduce its stake in Waystar Holding Corp.

Comparison to Industry Standards

• NA

Related Party Transactions

• Derby LuxCo S.a r.l., a 10% owner and director of Waystar Holding Corp., sold 7,766,088 shares of common stock in a secondary offering. This transaction involves a related party reducing its stake.

Stakeholder Impact

• Shareholders may experience a negative impact on the stock price due to the large volume of shares sold by a significant owner, potentially leading to decreased market confidence.
• The transaction provides liquidity for Derby LuxCo S.a r.l. and its underlying investment vehicles (EQT VIII).

Next Steps

• NA

Key Dates

Recommendation

A large-scale sale by a 10% owner and director, such as Derby LuxCo S.a r.l., in a secondary offering often signals a strategic reduction in exposure or a lack of conviction in the company's near-term prospects. Seasoned investors typically view such significant insider selling as a bearish indicator, prompting consideration to sell or reduce their own positions to mitigate potential downside risk.

Keywords

Waystar Holding Corp., Derby LuxCo S.a r.l., EQT Fund Management S.a r.l., Secondary Offering, Stock Sale, Insider Transaction, Form 4, Beneficial Ownership