Form 4: Waystar CEO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Waystar Holding Corp. CEO Matthew J. Hawkins reported the exercise of stock options and subsequent sale of common stock under a pre-arranged 10b5-1 trading plan.
Summary
- Matthew J. Hawkins, CEO and Director of Waystar Holding Corp., reported transactions on October 15, 2025.
- Hawkins exercised 200 stock options at an exercise price of $4.14 per share.
- Concurrently, Hawkins sold 200 shares of common stock at a price of $38.00 per share.
- These transactions were executed automatically pursuant to a Rule 10b5-1 trading plan adopted on June 6, 2025.
- Following these transactions, Hawkins directly beneficially owns 717,474 shares of common stock, which includes unvested RSUs.
- Hawkins also holds 1,264,545 direct stock options and 593,135 indirect stock options (through grantor retained annuity trusts), all with an exercise price of $4.14 and an expiration date of November 1, 2027.
Sentiment
Score: 5
Explanation: The transactions were executed under a pre-arranged Rule 10b5-1 plan, indicating a neutral sentiment as it's a scheduled event rather than a discretionary sale based on new information.
Positives
- The transactions were conducted under a pre-arranged Rule 10b5-1 plan, indicating a scheduled event rather than a discretionary sale based on new, non-public information.
- The exercise of options at $4.14 and subsequent sale at $38.00 indicates a significant profit on the exercised shares.
Negatives
- A sale of common stock by a CEO, even if pre-planned, can sometimes be perceived negatively by investors, though the 10b5-1 plan mitigates this.
Future Outlook
NA
Industry Context
NA
Key Dates
| Date | Description |
|---|---|
| 06/06/2025 | Date Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 10/15/2025 | Date of earliest transaction, including exercise of stock options and sale of common stock. |
| 10/20/2025 | Date the Form 4 was signed by the Attorney-in-Fact. |
| 11/01/2027 | Expiration date for the reported stock options. |
Recommendation
holdThe reported transactions by CEO Matthew J. Hawkins were executed under a pre-arranged Rule 10b5-1 trading plan, which mitigates the typical negative signal associated with insider sales. These are scheduled transactions, not indicative of new discretionary insights into the company's immediate prospects. Therefore, the filing itself does not provide a basis for a change in investment recommendation.
Keywords
Waystar Holding Corp., WAY, Matthew J. Hawkins, SEC Form 4, Insider Trading, Stock Options, 10b5-1 Plan, CEO, Share Sale, Beneficial Ownership
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