Form 4: Waystar CEO Exercises Options and Sells Shares, Corrects Prior Filing

Waystar Holding Corp.'s CEO, Matthew J. Hawkins, exercised stock options and sold an equal number of shares, while also correcting a clerical error in a previous filing regarding the number of shares sold.

Summary

• Matthew J. Hawkins, CEO and Director of Waystar Holding Corp., engaged in transactions on July 15, 2025, under a Rule 10b5-1(c) plan adopted on November 22, 2024.
• Hawkins acquired 46,667 shares of Common Stock by exercising stock options at a price of $4.14 per share.
• Immediately following the acquisition, Hawkins sold 46,667 shares of Common Stock at a weighted average price of $38.2613 per share, with individual sales ranging from $37.8000 to $38.5600.
• After these transactions, Hawkins directly beneficially owns 764,131 shares of Common Stock.
• A correction was noted for a Form 4 filed on June 11, 2025, where the number of securities sold was erroneously reported as 2,704 instead of the correct 46,667; the total beneficially owned amount in the prior filing was accurate.
• Hawkins continues to hold 1,179,547 directly owned vested stock options with an exercise price of $4.14 and an expiration date of November 1, 2027.
• Additionally, Hawkins indirectly holds 750,000 vested stock options ($4.14 exercise price, 11/01/2027 expiration) through grantor retained annuity trusts (500,000 via 2024 trust, 250,000 via 2025 trust).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The transactions are routine insider activity under a pre-planned program, indicating no immediate negative signals. The CEO is realizing value from options, which is positive for the individual. The correction of a clerical error is a minor negative but does not impact the underlying financial health or strategy.

Positives

• The exercise of stock options indicates the CEO is realizing value from previously granted equity.
• The transactions were conducted under a pre-arranged Rule 10b5-1(c) plan, indicating a structured approach to share sales and reducing concerns about opportunistic trading.
• The sale price of $38.2613 per share is significantly higher than the exercise price of $4.14, indicating a substantial gain for the CEO on these shares.

Negatives

• The sale of 46,667 shares by the CEO could be perceived as a reduction in direct ownership, although it is part of a pre-planned transaction.
• A clerical error in a prior Form 4 filing required a correction, which, while minor, highlights a need for precision in regulatory disclosures.

Risks

• No specific risks related to the company's operations or financial health are mentioned. The correction of a clerical error could be seen as a minor operational risk in reporting.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Industry Context

This Form 4 filing, detailing insider transactions, is a routine disclosure for publicly traded companies and does not provide specific insights into broader industry trends or competitive dynamics within the healthcare technology sector where Waystar operates. It reflects individual executive compensation and liquidity management.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO could be viewed as a slight reduction in direct insider ownership, though the pre-planned nature mitigates this. The realization of value by the CEO might be seen positively as a sign of confidence in the stock's past performance.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• No specific future actions, events, or milestones for the company are mentioned in this Form 4 filing, beyond the ongoing compliance with SEC reporting requirements for insider transactions.

Key Dates

Recommendation

Keywords

Waystar Holding Corp., WAY, SEC Form 4, Insider Trading, Stock Options, Share Sale, CEO, Matthew J. Hawkins, Rule 10b5-1, Equity Compensation