Waystar Holding Corp. Files 8-K: Material Agreement, Officer Changes

TL;DR

Waystar 8-K: Material deal signed, execs shuffled. Watch for details.

AI Summary

On June 10, 2024, Waystar Holding Corp. entered into a Material Definitive Agreement, likely related to its recent IPO. The filing also notes changes in directors and officers, and potential modifications to security holder rights. Specific details of the agreement and its financial implications are not fully disclosed in this initial report.

Why It Matters

This 8-K filing indicates significant corporate actions by Waystar Holding Corp., including a material definitive agreement and changes in its leadership structure, which could impact its operational direction and investor relations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and changes in directors/officers, suggesting potential shifts in corporate strategy or governance that warrant closer monitoring.

Key Players & Entities

• Waystar Holding Corp. (company) — Registrant
• June 10, 2024 (date) — Date of earliest event reported
• June 12, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 1550 Digital Drive, #300 Lehi, Utah 84043 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share WAY The Nasdaq Stock Mark
• $21.50 — on the initial public offering price of $21.50 per share of the Common Stock, includin

Filing Documents

• tm2416908d1_8k.htm (8-K) — 44KB
• tm2416908d1_ex10-1.htm (EX-10.1) — 336KB
• tm2416908d1_ex10-2.htm (EX-10.2) — 300KB
• tm2416908d1_ex10-6.htm (EX-10.6) — 143KB
• tm2416908d1_ex10-7.htm (EX-10.7) — 139KB
• 0001104659-24-070907.txt ( ) — 964KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2024 Equity Incentive Plan Effective upon pricing of the Offering, described in the Prospectus, the Company’s board of directors and stockholders adopted and approved the Waystar Holding Corp. 2024 Equity Incentive Plan (the “ 2024 Equity Incentive Plan ”), filed as Exhibit 4.6 to the Company’s Form S-8 filed on June 10, 2024 (the “ Form S-8 ”). The 2024 Equity Incentive Plan provides for granting of non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares of the Company’s Common Stock, restricted stock units, and other equity-based awards tied to the value of the Company’s shares. For further information regarding the 2024 Equity Incentive Plan, see “Executive compensation—Compensation arrangements to be adopted in connection with this offering—2024 Equity Incentive Plan” in the Prospectus. A copy of the 2024 Equity Incentive Plan is filed herewith as Exhibit 10.3 and incorporated herein by reference and the foregoing description is qualified in its entirety by reference to such exhibit. 2024 Employee Stock Purchase Plan Effective upon pricing of the Offering, the Company’s board of directors and stockholders adopted and approved the Waystar Holding Corp. 2024 Employee Stock Purchase Plan (the “ 2024 Employee Stock Purchase Plan ”), filed as Exhibit 4.11 to the Form S-8. The 2024 Employee Stock Purchase Plan provides eligible employees of the Company with an opportunity to purchase the Common Stock at a discount. For further information regarding the 2024 Employee Stock Purchase Plan, see “Executive compensat

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 10, 2024, the Certificate of Incorporation, in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective. The Certificate of Incorporation, among other things, provides that the Company’s authorized capital stock consists of 2,500,000,000 shares of Common Stock and 100,000,000 shares of preferred stock, par value $0.01 per share. A description of the Company’s capital stock, after giving effect to the adoption of the Certificate of Incorporation and Bylaws, has previously been reported by the Company in the Registration Statement. The Certificate of Incorporation and Bylaws are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. Completion of the Initial Public Offering On June 10, 2024, the Company completed the Offering of 45,000,000 shares of Common Stock at an initial public offering price of $21.50 per share.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Waystar Holding Corp. (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 10, 2024). 3.2 Amended and Restated Bylaws of Waystar Holding Corp. (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 10, 2024). 10.1 Stockholders Agreement among Waystar Holding Corp. and the other parties named therein, dated as of June 10, 2024. 10.2 Amended and Restated Registration Rights Agreement by and among Waystar Holding Corp. and the other parties named therein, dated as of June 10, 2024. 10.3 Waystar Holding Corp. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 filed with the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 10, 2024). 10.4 Waystar Holding Corp. 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.11 filed with the Registrant’s Registration Statement on Form S-8 filed with the Commission on June 10, 2024). 10.5 Form of Notice of Amendment to Outstanding Options Granted under the Derby TopCo, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 filed with the Registrant’s Registration Statement on Form S-1 filed with the Commission on May 28, 2024). 10.6 Employment Agreement, dated as of May 24, 2024, between Waystar Holding Corp. and Eric L. (Ric) Sinclair III. 10.7 Employment Agreement, dated as of May 24 2024, between Waystar Holding Corp. and T. Craig Bridge.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Date: June 12, 2024 Waystar Holding Corp. By: /s/ Matthew J. Hawkins Name: Matthew J. Hawkins Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR