UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 8.01 | Other Events. |
On September 10, 2025, Waystar Holding Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, the selling stockholders named in Schedule 2 thereto (the “Selling Stockholders”) and J.P. Morgan Securities LLC, relating to an underwritten offering of 18,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288662), filed on July 14, 2025. The Company did not sell any Shares in the offering. The offering is expected to close on September 12, 2025, subject to customary closing conditions. The Company will not receive any proceeds from the offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit No. | Description | ||
| 1.1 | Underwriting Agreement, dated as of September 10, 2025, by and among Waystar Holding Corp., the Selling Stockholders and J.P. Morgan Securities LLC | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WAYSTAR HOLDING CORP. | |
| (Registrant) |
| Date: September 11, 2025 | By: | /s/ Gregory R. Packer |
| Name: Gregory R. Packer | ||
| Title: Chief Legal Officer |