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Waystar Announces Pricing of Public Offering of Common Stock

1. Waystar announced pricing of 20M secondary shares at $40 per share. 2. Selling shareholders include EQT AB, Bain Capital, and CPP Investments. 3. Waystar does not receive proceeds from this share sale offering. 4. Underwriters hold a 30-day option for an additional 3M shares. 5. The offering is scheduled to close around February 24, subject to conditions.

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FAQ

Why Neutral?

This is a secondary sale by major investors with no new capital inflow, so the fundamental balance sheet remains unchanged. Historical similar offerings have led to modest short-term adjustments without long-term disruptions.

How important is it?

Though the event signals institutional repositioning and could drive near-term liquidity changes, the absence of new capital and unaltered business fundamentals limit long-term impact.

Why Short Term?

The increased float and trading volume may trigger short-term volatility, but core operating fundamentals remain strong over time.

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LEHI, UT. and LOUISVILLE, KY., Feb. 20, 2025 /PRNewswire/ -- Waystar Holding Corp. (Nasdaq: WAY) ("Waystar"), a provider of leading healthcare payments software, today announced the pricing of its underwritten public offering of 20,000,000 shares of its common stock by certain investment funds of EQT AB and Bain Capital, LP, and Canada Pension Plan Investment Board (CPP Investments), and their respective affiliates (collectively, the "Selling Stockholders") at a price to the public of $40.00 per share. Additionally, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to 3,000,000 additional shares of common stock. Waystar is not selling any shares and will not receive any proceeds from the sale of shares in the offering by the Selling Stockholders. The offering is expected to close on or about February 24, 2025, subject to customary closing conditions. The offering is being made through an underwriting group led by J.P. Morgan, Goldman Sachs & Co. LLC, and Barclays, who are acting as joint lead book-running managers and as representatives of the underwriters for the offering. William Blair, Evercore ISI, BofA Securities, RBC Capital Markets, Jefferies and Deutsche Bank Securities are acting as joint bookrunners for the offering. Canaccord Genuity and Raymond James are acting as co-managers for the offering. A registration statement on Form S-1, including a prospectus, relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The offering may be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at [email protected]; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at [email protected]; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at [email protected]. Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. The words "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "seek," "foreseeable," the negative version of these words, or similar terms and phrases are intended to identify forward-looking statements. The forward-looking statements contained in this press release are based on management's current expectations and are inherently subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. These risks and uncertainties include, but are not limited to, risks and uncertainties associated with the consummation of the offering and other risks described in Waystar's registration statement on Form S-1, as it may be amended from time to time, and its Annual Report on Form 10-K for the year ended December 31, 2024 and any subsequent filings with the SEC. Except as required by law, Waystar has no obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations. About WaystarWaystar's mission-critical software is purpose-built to simplify healthcare payments so providers can prioritize patient care and optimize their financial performance. Waystar serves approximately 30,000 clients, representing over 1 million distinct providers, including 16 of 20 institutions on the U.S. News Best Hospitals Honor Roll. Waystar's enterprise-grade platform annually processes over 6 billion healthcare payment transactions, including over $1.8 trillion in annual gross claims and spanning approximately 50% of U.S. patients. Waystar strives to transform healthcare payments so providers can focus on what matters most: their patients and communities. Media ContactKristin Lee[email protected] Investor ContactSandy Draper[email protected]502-238-9511 SOURCE Waystar

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