8-K
Waystar Holding Corp. (WAY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2025
Waystar Holding Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42125 | 84-2886542 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
1550 Digital Drive, #300
Lehi, Utah 84043
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (844) 492-9782
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of<br> each class | Trading<br> Symbol | Name of each exchange<br> on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | WAY | The Nasdaq Stock Market LLC |
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).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On October 29, 2025, Waystar Holding Corp. (the “Company”) issued a press release announcing earnings and other financial results for the fiscal quarter and fiscal year ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02, including the corresponding Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Waystar Holding Corp. Press Release, datedOctoberway102925-8xkex991.htm29, 2025 |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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: October 29, 2025 | Waystar Holding Corp. | |
|---|---|---|
| By: | /s/ Gregory R. Packer | |
| Name: | Gregory R. Packer | |
| Title: | Chief Legal Officer |
Document
Waystar Reports Third Quarter 2025 Results
Q3 revenue growth of 12% year-over-year
Q3 net income of $30.6 million and non-GAAP net income of $67.8 million
Q3 net income margin of 11%; adjusted EBITDA margin of 42%
Raising revenue and adjusted EBITDA guidance for 2025
LEHI, Utah and LOUISVILLE, Ky., October 29, 2025 — Waystar Holding Corp. (Nasdaq: WAY), a provider of leading healthcare payment software, today reported results for the third quarter ended September 30, 2025.
“Waystar delivered another quarter of double-digit revenue growth and strong margins, outpacing our guidance on both measures,” said Matt Hawkins, Chief Executive Officer of Waystar. “Our integration of Iodine Software is well underway, enhancing Waystar’s AI-powered platform and unlocking new opportunities to drive profitable growth. Continuing demand and focused execution reinforce our confidence in raising our full-year guidance.”
Third Quarter 2025 Financial Highlights
•Revenue of $268.7 million, up 12% year-over-year
•Net income of $30.6 million, GAAP net income per diluted share of $0.17, and net income margin of 11%
•Non-GAAP net income of $67.8 million and non-GAAP net income per diluted share of $0.37
•Adjusted EBITDA of $112.7 million and adjusted EBITDA margin of 42%
•Cash flow from operations of $82 million and unlevered free cash flow of $96 million
Key Metrics and Revenue Disaggregation
•1,306 clients contributed over $100,000 in LTM revenue, up 11% year-over-year
•Net revenue retention rate (NRR) of 113%
•Subscription revenue of $134.5 million, up 14% year-over-year
•Volume-based revenue of $132.3 million, up 10% year-over-year
Financial Outlook
As of October 29, 2025, Waystar provides the following guidance for its full fiscal year 2025.1
•Total revenue is expected to be between $1.085 billion and $1.093 billion
•Adjusted EBITDA is expected to be between $451 million and $455 million
•Non-GAAP net income is expected to be between $271 million and $274 million
•Diluted non-GAAP net income per share is expected to be between $1.46 and $1.47
Webcast Information
Waystar's financial results will be discussed on a conference call scheduled at 4:30 p.m. Eastern Daylight Time today, October 29, 2025. A live audio conference call will be available on Waystar's website at https://investors.waystar.com/news-events/events. The webcast will be archived on the site for those unable to listen in real time. This earnings release and the related Current Report on Form 8-K filed October 29, 2025, can be accessed on the Investor Relations page of the company’s website. We routinely post important information on our website, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the Investor Relations section of our website. Accordingly, investors should monitor this portion of our website, in addition to following our press releases, U.S. Securities and Exchange Commission (“SEC”) filings, and public conference calls and webcasts.
Non-GAAP Financial Measures
To supplement the consolidated financial statements prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains certain non-GAAP financial measures as defined below. We present non-GAAP financial measures as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses adjusted EBITDA and adjusted EBITDA margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation,
1We have not reconciled the forward-looking adjusted EBITDA, non-GAAP net income, and non-GAAP net income per share guidance included above to the most directly comparable GAAP measure because this cannot be done without unreasonable effort due to the variability and low visibility with respect to certain costs, the most significant of which are incentive compensation (including stock-based compensation), transaction-related expenses, and certain fair value measurements, which are potential adjustments to future earnings. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.
and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide.
Adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per share and unlevered free cash flow are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) or net income (loss) margin as measures of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. A reconciliation is provided below for our non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
The following non-GAAP financial measures and key performance metrics are defined below:
Adjusted EBITDA and adjusted EBITDA Margin
We define adjusted EBITDA as net income / (loss) before interest expense, net, income tax expense / (benefit), depreciation and amortization, and as further adjusted for stock-based compensation expense, acquisition and integration costs, asset and lease impairments, costs related to amended debt agreements and IPO and secondary offering costs. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.
Non-GAAP Net Income / (loss) and Non-GAAP Net Income / (loss) Per Share
We define non-GAAP net income as GAAP net income / (loss) excluding the impact of stock-based compensation, acquisition and integration costs, asset and lease impairments, costs related to our IPO, and the Secondary Offerings, and costs related to amended debt agreements and amortization of intangibles. The tax effects of the adjustments are calculated using a management estimated annual effective non-GAAP tax rate of 21%, which is based on our statutory federal tax rate and provides consistency across interim reporting periods by eliminating the effects of non-recurring and period specific items. Due to the differences in the tax treatment of items excluded from non-GAAP net income, our estimate tax rate on non-GAAP net income may differ from our GAAP tax rate. Non-GAAP net income per share is shown on both a basic and diluted
basis and is defined as non-GAAP net income divided by the basic or diluted weighted-average shares, respectively.
Unlevered Free Cash Flow
We define unlevered free cash flow as cash from operations plus cash interest paid less capital expenses.
Net Debt
We define net debt as the sum of the current portion of long-term debt, long-term debt, and accounts receivable securitization less cash and equivalents and investment securities.
Adjusted Net Leverage Ratio
We define adjusted net leverage ratio as net debt divided by adjusted EBITDA over the preceding twelve months.
Key Performance Metrics
Net Revenue Retention Rate
Our Net Revenue Retention Rate compares twelve months of client invoices for our solutions at two period end dates. To calculate our Net Revenue Retention Rate, we first accumulate the total amount invoiced during the twelve months ending with the prior period-end or Prior Period Invoices. We then calculate the total amount invoiced to those same clients for the twelve months ending with the current period-end, or Current Period Invoices. Current Period Invoices are inclusive of upsell, downsell, pricing changes, clients that cancel or chose not to renew, and discontinued solutions with continuing clients. The Net Revenue Retention Rate is then calculated by dividing the Current Period Invoices by the Prior Period Invoices. Our total invoices included in the analysis are greater than 98% of reported revenue. We use Net Revenue Retention Rate to evaluate our ongoing operations and for internal planning and forecasting purposes. Acquired businesses are included in the last-twelve-month Net Revenue Retention Rate in the ninth quarter after acquisition, which is the earliest point that comparable post-acquisition invoices are available for both the current and prior twelve-month period.
Customer Count with >$100,000 of Revenue
We regularly monitor and review our count of clients who generate more than $100,000 of revenue.
Our count of clients who generate more than $100,000 of revenue is based on an accumulation of the amounts invoiced to clients over the preceding twelve months. The invoices for acquired clients are included starting in the first full calendar quarter after the date of acquisition.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect our current views with respect to, among other things, statements regarding Waystar’s expectations relating to future operating results and financial position, including full year 2025, and future periods; the
performance of our new product offerings; our industry and market opportunities, business strategy, goals, and expectations concerning our market position, future operations, margins and profitability, capital expenditures, liquidity, and capital resources and other financial and operating information. Forward-looking statements include all statements that are not historical facts. These statements may include words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “outlook,” the negative version of these words or similar terms and phrases to identify forward-looking statements in this press release, including the discussion of outlook for full fiscal year 2025.
The forward-looking statements contained in this press release are based on management’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved. The following factors are among those that may cause actual results to differ materially from the forward-looking statements: our operation in a highly competitive industry; our ability to retain our existing clients and attract new clients; our ability to successfully execute on our business strategies in order to grow; our ability to accurately assess the risks related to acquisitions and successfully integrate acquired businesses (including the acquisition of Iodine Software); our ability to establish and maintain strategic relationships; the growth and success of our clients and overall healthcare transaction volumes; consolidation in the healthcare industry; our selling cycle of variable length to secure new client agreements; our implementation cycle that is dependent on our clients’ timing and resources; our dependence on our senior management team and certain key employees, and our ability to attract and retain highly skilled employees; the accuracy of the estimates and assumptions we use to determine the size of our total addressable market; our ability to develop and market new solutions, or enhance our existing solutions, to respond to technological changes, or evolving industry standards; the interoperability, connectivity, and integration of our solutions with our clients’ and their vendors’ networks and infrastructures; the performance and reliability of internet, mobile, and other infrastructure; the consequences if we cannot obtain, process, use, disclose, or distribute the highly regulated data we require to provide our solutions; our reliance on certain third-party vendors and providers; any errors or malfunctions in our products and solutions; failure by our clients to obtain proper permissions or provide us with accurate and appropriate information; the potential for embezzlement, identity theft, or other similar illegal behavior by our employees or vendors, and a failure of our employees or vendors to observe quality standards or adhere to environmental, social, and governance standards; our compliance with the applicable rules of the National Automated Clearing House Association and the applicable requirements of card networks; increases in card network fees and other changes to fee arrangements; the effect of payer and provider conduct which we cannot control; privacy concerns and security breaches or incidents relating to our platform; the complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity; our ability to adequately protect and enforce our intellectual property rights; our ability to use or license data and integrate third-party technologies; our use of “open source” software; legal proceedings initiated by third parties alleging that we are infringing or otherwise violating their intellectual property rights; claims that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information of third parties; the heavily regulated industry in which we conduct business; the uncertain and evolving healthcare
regulatory and political framework; healthcare laws and data privacy and security laws and regulations governing our processing of personal information; reduced revenues in response to changes to the healthcare regulatory landscape; legal, regulatory, and other proceedings that could result in adverse outcomes; consumer protection laws and regulations; contractual obligations requiring compliance with certain provisions of the Bank Secrecy Act and anti-money laundering laws and regulations; existing laws that regulate our ability to engage in certain marketing activities; our full compliance with website accessibility standards; any changes in our tax rates, the adoption of new tax legislation, or exposure to additional tax liabilities; limitations on our ability to use our net operating losses to offset future taxable income; losses due to asset impairment charges; restrictive covenants in the agreements governing our credit facilities; interest rate fluctuations; unavailability of additional capital on acceptable terms or at all; the impact of general macroeconomic conditions; actions of certain of our significant investors, who may have different interests than the interests of other holders of our securities; our status as an "emerging growth company" and whether the reduced disclosure requirements applicable to "emerging growth companies" will make our common stock less attractive to investors; and each of the other factors discussed under the heading of “Risk Factors” in the Company’s 10K filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025, and in other reports filed with the SEC, all of which are available on the Investor Relations page of our website at investors.waystar.com.
Any forward-looking statements made by us in this press release speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. You should not place undue reliance on our forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by any applicable securities laws.
About Waystar
Waystar’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 17 of 20 institutions on the U.S. News Best Hospitals list. 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. Discover the way forward at waystar.com.
Waystar Holding Corp.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except for share and per share data)
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | 268,651 | 240,112 | 795,740 | 699,447 |
| Operating expenses | ||||
| Cost of revenue (exclusive of depreciation and amortization expenses) | 85,136 | 80,545 | 255,525 | 236,188 |
| Sales and marketing | 45,158 | 38,450 | 128,805 | 117,945 |
| General and administrative | 32,422 | 22,704 | 84,914 | 88,794 |
| Research and development | 12,403 | 11,082 | 36,103 | 37,303 |
| Depreciation and amortization | 33,300 | 60,185 | 100,106 | 148,635 |
| Total operating expenses | 208,419 | 212,966 | 605,453 | 628,865 |
| Income from operations | 60,232 | 27,146 | 190,287 | 70,582 |
| Other expense | ||||
| Interest expense | (16,613) | (17,752) | (52,195) | (122,759) |
| Related party interest expense | (902) | (707) | (2,475) | (3,425) |
| Income/(loss) before income taxes | 42,717 | 8,687 | 135,617 | (55,602) |
| Income tax expense/(benefit) | 12,069 | 3,274 | 43,516 | (17,398) |
| Net income/(loss) | 30,648 | 5,413 | 92,101 | (38,204) |
| Net income/(loss) per share: | ||||
| Basic | 0.18 | 0.03 | 0.53 | (0.27) |
| Diluted | 0.17 | 0.03 | 0.51 | (0.27) |
| Weighted-average shares outstanding: | ||||
| Basic | 174,352,079 | 171,578,311 | 173,388,077 | 142,367,458 |
| Diluted | 181,240,033 | 176,181,511 | 181,165,738 | 142,367,458 |
Waystar Holding Corp.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except for share and per share data)
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 421,056 | $ | 182,133 |
| Restricted cash | 24,301 | 22,449 | ||
| Accounts receivable, net of allowance of $5,895 at September 30, 2025 and $5,885 at December 31, 2024 | 145,675 | 145,235 | ||
| Income tax receivable | — | 2,838 | ||
| Prepaid expenses | 20,557 | 14,414 | ||
| Other current assets | 1,993 | 3,972 | ||
| Total current assets | 613,582 | 371,041 | ||
| Property, plant and equipment, net | 48,172 | 46,731 | ||
| Operating lease right-of-use assets, net | 11,026 | 10,820 | ||
| Intangible assets, net | 954,967 | 1,039,049 | ||
| Goodwill | 3,019,999 | 3,019,999 | ||
| Deferred costs | 90,131 | 82,815 | ||
| Other long-term assets | 8,479 | 6,549 | ||
| Total assets | $ | 4,746,356 | $ | 4,577,004 |
| Liabilities and stockholders’ equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 51,401 | $ | 47,365 |
| Accrued compensation | 28,300 | 31,589 | ||
| Aggregated funds payable | 23,848 | 22,059 | ||
| Other accrued expenses | 26,757 | 15,930 | ||
| Deferred revenue | 9,018 | 10,527 | ||
| Current portion of long-term debt | 11,099 | 11,311 | ||
| Related party current portion of long-term debt | 569 | 357 | ||
| Current portion of operating lease liabilities | 5,687 | 5,591 | ||
| Current portion of finance lease liabilities | 973 | 904 | ||
| Total current liabilities | 157,652 | 145,633 | ||
| Long-term liabilities | ||||
| Deferred tax liability | 123,034 | 100,523 | ||
| Long-term debt, net, less current portion | 1,158,411 | 1,185,411 | ||
| Related party long-term debt, net, less current portion | 55,783 | 35,211 | ||
| Operating lease liabilities, net of current portion | 11,855 | 13,133 | ||
| Finance lease liabilities, net of current portion | 10,549 | 11,290 | ||
| Deferred revenue - long-term | 5,385 | 5,739 | ||
| Other long-term liabilities | 1,091 | 278 | ||
| Total liabilities | 1,523,760 | 1,497,218 | ||
| Commitments and contingencies (Note 19) | ||||
| Stockholders’ equity | ||||
| Preferred stock $0.01 par value - 100,000,000 and 100,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; zero shares issued or outstanding as of September 30, 2025 and December 31, 2024, respectively | — | — | ||
| Common stock $0.01 par value - 2,500,000,000 and 2,500,000,000 shares authorized at September 30, 2025 and December 31, 2024, respectively; 174,667,840 and 172,108,240 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 1,747 | 1,722 | ||
| Additional paid-in capital | 3,350,190 | 3,298,083 | ||
| Accumulated other comprehensive income (loss) | (542) | 881 | ||
| Accumulated deficit | (128,799) | (220,900) | ||
| Total stockholders’ equity | 3,222,596 | 3,079,786 | ||
| Total liabilities and stockholders’ equity | $ | 4,746,356 | $ | 4,577,004 |
Waystar
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
| Nine months ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities | ||||
| Net income/(loss) | $ | 92,101 | $ | (38,204) |
| Adjustments to reconcile net income/(loss) to net cash provided by operating activities | ||||
| Depreciation and amortization | 100,106 | 148,635 | ||
| Stock-based compensation | 29,871 | 47,400 | ||
| Provision for bad debt expense | 2,605 | 1,642 | ||
| Loss on extinguishment of debt | 711 | 20,277 | ||
| Deferred income taxes | 22,959 | (57,984) | ||
| Amortization of debt discount and issuance costs | 2,021 | 3,301 | ||
| Other | — | (99) | ||
| Changes in: | ||||
| Accounts receivable | (3,045) | (13,445) | ||
| Income tax refundable | 2,838 | 2,227 | ||
| Prepaid expenses and other current assets | (4,980) | (1,714) | ||
| Deferred costs | (7,116) | (14,389) | ||
| Other long-term assets | (2,362) | (515) | ||
| Accounts payable and accrued expenses | 10,580 | 9,366 | ||
| Deferred revenue | (1,863) | (1,256) | ||
| Operating lease right-of-use assets and lease liabilities | (1,387) | (244) | ||
| Net cash provided by operating activities | 243,039 | 104,998 | ||
| Cash flows from investing activities | ||||
| Purchase of property and equipment and capitalization of internally developed software costs | (17,069) | (21,044) | ||
| Purchase of investment securities | (206,444) | — | ||
| Proceeds from sale of investment securities | 206,444 | — | ||
| Net cash used in investing activities | (17,069) | (21,044) | ||
| Cash flows from financing activities | ||||
| Change in aggregated funds liability | 1,789 | 7,433 | ||
| Proceeds from equity offering, net of underwriting discounts | — | 1,017,074 | ||
| Payments of third-party IPO issuance costs | — | (3,372) | ||
| Repurchase of shares | — | (844) | ||
| Proceeds from issuance of common stock from employee equity plans | 22,439 | 1,488 | ||
| Proceeds from issuances of debt, net of creditor fees | — | 545,209 | ||
| Payments on debt | (8,751) | (1,550,002) | ||
| Third-party fees paid in connection with issuance of new debt | — | (1,410) | ||
| Finance lease liabilities paid | (672) | (611) | ||
| Net cash provided by financing activities | 14,805 | 14,965 | ||
| Increase in cash and cash equivalents during the period | 240,775 | 98,919 | ||
| Cash and cash equivalents and restricted cash–beginning of period | 204,582 | 45,428 | ||
| Cash and cash equivalents and restricted cash–end of period | $ | 445,357 | $ | 144,347 |
| Supplemental disclosures of cash flow information | ||||
| Interest paid | $ | 59,303 | $ | 101,189 |
| Cash taxes paid (refunds received), net | 9,439 | 38,558 | ||
| Non-cash investing and financing activities | ||||
| Fixed asset purchases in accounts payable | 539 | 586 | ||
| Unpaid third-party IPO issuance costs | — | 50 | ||
| Reconciliation of Balance Sheet Cash Accounts to Cash Flow Statement | ||||
| Balance sheet | ||||
| Cash and cash equivalents | 421,056 | 127,125 | ||
| Restricted cash | 24,301 | 17,222 | ||
| Total | 445,357 | 144,347 |
Waystar
Reconciliation of Adjusted EBITDA
(in thousands)
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Net income/(loss) | $ | 30,648 | $ | 5,413 | $ | 92,101 | $ | (38,204) | ||||
| Interest expense | 17,515 | 18,459 | 54,670 | 126,184 | ||||||||
| Income tax expense/(benefit) | 12,069 | 3,274 | 43,516 | (17,398) | ||||||||
| Depreciation and amortization | 33,300 | 60,185 | 100,106 | 148,635 | ||||||||
| Stock-based compensation expense | 11,597 | 7,903 | 29,871 | 47,400 | ||||||||
| Acquisition and integration costs | 5,313 | 188 | 6,197 | 696 | ||||||||
| Costs related to amended debt agreements | 649 | 106 | 649 | 12,876 | ||||||||
| IPO related and Secondary Offering expenses | 1,372 | 109 | 4,571 | 2,114 | ||||||||
| Other (a) | 240 | 1,040 | 1,320 | 1,040 | ||||||||
| Adjusted EBITDA | $ | 112,703 | $ | 96,677 | $ | 333,001 | $ | 283,343 | ||||
| Revenue | $ | 268,651 | $ | 240,112 | $ | 795,740 | $ | 699,447 | ||||
| Net income/(loss) margin | 11.4 | % | 2.3 | % | 11.6 | % | (5.5) | % | ||||
| Adjusted EBITDA margin | 42.0 | % | 40.3 | % | 41.8 | % | 40.5 | % |
(a)Adjustments relate to additional lease costs due to the relocation of our Louisville office totaling $0.2 million and $0.7 million, respectively, and executive severance totaling $0.0 million and $0.6 million, respectively, for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, adjustments relate to additional lease costs due to the relocation of our Louisville office.
Waystar
Reconciliation of Non-GAAP Operating Expenses
(in thousands)
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Cost of revenue (exclusive of depreciation and amortization expenses) | 85,136 | 80,545 | 255,525 | 236,188 |
| Less Stock-based compensation expense | (418) | (300) | (1,064) | (2,161) |
| Less Acquisition and integration costs | (3) | - | (3) | (31) |
| Less IPO and Secondary Offering expenses | - | (4) | - | (9) |
| Cost of revenue (exclusive of depreciation and amortization expenses), adjusted | 84,715 | 80,241 | 254,458 | 233,987 |
| Sales and marketing | 45,158 | 38,450 | 128,805 | 117,945 |
| Less Stock-based compensation expense | (2,392) | (1,587) | (6,198) | (10,958) |
| Less Acquisition and integration costs | (79) | - | (79) | |
| Less IPO and Secondary Offering expenses | - | 94 | - | (141) |
| Sales and marketing, adjusted | 42,687 | 36,957 | 122,528 | 106,846 |
| General and administrative | 32,422 | 22,704 | 84,914 | 88,794 |
| Less Stock-based compensation expense | (7,218) | (4,832) | (18,418) | (27,043) |
| Less Acquisition and integration costs | (5,119) | (86) | (5,778) | (272) |
| Less Costs related to amended debt agreements | (649) | (106) | (649) | (12,876) |
| Less IPO and Secondary Offering expenses | (1,372) | (200) | (4,571) | (1,956) |
| Less Other (a) | (240) | (1,040) | (1,320) | (1,040) |
| General and administrative, adjusted | 17,824 | 16,440 | 54,178 | 45,607 |
| Research and development | 12,403 | 11,082 | 36,103 | 37,303 |
| Less Stock-based compensation expense | (1,569) | (1,184) | (4,191) | (7,238) |
| Less Acquisition and integration costs | (112) | (102) | (337) | (393) |
| Less IPO and Secondary Offering expenses | - | 1 | - | (8) |
| Research and development, adjusted | 10,722 | 9,797 | 31,575 | 29,664 |
| Depreciation and amortization | 33,300 | 60,185 | 100,106 | 148,635 |
| Less Other (a) | - | (15,776) | - | (15,776) |
| Less Intangible amortization | (27,851) | (39,080) | (84,081) | (117,240) |
| Depreciation and amortization, adjusted | 5,449 | 5,329 | 16,025 | 15,619 |
| Income tax expense/(benefit) | 12,069 | 3,274 | 43,516 | (17,398) |
| Plus Tax effect of adjustments | 9,875 | 13,482 | 26,605 | 41,400 |
| Income tax expense/(benefit), adjusted | 21,944 | 16,756 | 70,121 | 24,002 |
(a)Adjustments relate to additional lease costs due to the relocation of our Louisville office totaling $0.2 million and $0.7 million, respectively, and executive severance totaling $0.0 million and $0.6 million, respectively, for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, adjustments relate to additional lease costs due to the relocation of our Louisville office.
Waystar
Reconciliation of Non-GAAP Net Income
(in thousands, except share and per share amounts)
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Net income/(loss) | $ | 30,648 | $ | 5,413 | $ | 92,101 | $ | (38,204) |
| Stock based compensation | 11,597 | 7,903 | 29,871 | 47,400 | ||||
| Acquisition and integration costs | 5,313 | 188 | 6,197 | 696 | ||||
| Costs related to amended debt agreements | 649 | 106 | 649 | 12,876 | ||||
| IPO and Secondary Offering expenses | 1,372 | 109 | 4,571 | 2,114 | ||||
| Other (a) | 240 | 16,816 | 1,320 | 16,816 | ||||
| Intangible amortization | 27,851 | 39,080 | 84,081 | 117,240 | ||||
| Tax effect of adjustments | (9,875) | (13,482) | (26,605) | (41,400) | ||||
| Non-GAAP net income/(loss) | $ | 67,795 | $ | 56,133 | $ | 192,185 | $ | 117,538 |
| Non-GAAP net income/(loss) per share: | ||||||||
| Basic | $ | 0.39 | $ | 0.33 | $ | 1.11 | $ | 0.83 |
| Diluted | $ | 0.37 | $ | 0.32 | $ | 1.06 | $ | 0.80 |
| Weighted-average shares outstanding: | ||||||||
| Basic | 174,352,079 | 171,578,311 | 173,388,077 | 142,367,458 | ||||
| Diluted | 181,240,033 | 176,181,511 | 181,165,738 | 146,843,861 |
(a) Adjustments relate to additional lease costs due to the relocation of our Louisville office totaling $0.2 million and $0.7 million, respectively, and executive severance totaling $0.0 million and $0.6 million, respectively, for the three and nine months ended September 30, 2025. For the three and nine months ended September 30, 2024, adjustments relate to additional lease costs due to the relocation of our Louisville office.
Waystar
Reconciliation of Unlevered Free Cash Flow
(in thousands)
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net cash provided by operating activities | 82,030 | 78,818 | 243,039 | 104,998 |
| Interest paid | 19,558 | 18,925 | 59,303 | 101,189 |
| Purchase of PP&E and capitalization of internally developed software costs | (5,876) | (8,616) | (17,069) | (21,044) |
| Unlevered free cash flow | 95,712 | 89,127 | 285,273 | 185,143 |
Waystar
Reconciliation of Net Debt
(in thousands)
(unaudited)
| September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| First lien term loan facility outstanding debt, current | 11,668 | 12,909 |
| First lien term loan facility outstanding debt, net of current portion | 1,143,127 | 1,153,864 |
| Receivables facility outstanding debt | 80,000 | 80,000 |
| Cash and cash equivalents | (421,056) | (127,125) |
| Net debt | 813,739 | 1,119,648 |
| Trailing Twelve Months Adjusted EBITDA | 433,154 | 369,587 |
| Adjusted Gross leverage ratio | 2.9x | 3.4x |
| Adjusted Net leverage ratio | 1.9x | 3.0x |
Waystar
Reconciliation of Trailing Twelve Months (TTM) Adjusted EBITDA
(in thousands)
(unaudited)
| Three Months Ended | TTM | ||||
|---|---|---|---|---|---|
| September 30,<br>2025 | June 30,<br>2025 | March 31,<br>2025 | December 31,<br>2024 | September 30,<br>2025 | |
| Net income/(loss) | 30,648 | 32,184 | 29,269 | 19,079 | 111,180 |
| Interest expense | 17,515 | 18,255 | 18,900 | 20,086 | 74,756 |
| Income tax expense/(benefit) | 12,069 | 14,407 | 17,040 | 13,978 | 57,494 |
| Depreciation and amortization | 33,300 | 33,426 | 33,380 | 37,996 | 138,102 |
| Stock-based compensation expense | 11,597 | 11,530 | 6,744 | 7,037 | 36,908 |
| Acquisition and integration costs | 5,313 | 655 | 229 | 163 | 6,360 |
| Costs related to amended debt agreements | 649 | - | - | 1,262 | 1,911 |
| IPO and Secondary Offering expenses | 1,372 | 1,769 | 1,430 | 26 | 4,597 |
| Other (a) | 240 | 326 | 754 | 526 | 1,846 |
| Adjusted EBITDA | 112,703 | 112,552 | 107,746 | 100,153 | 433,154 |
(a) Adjustments relate to additional lease costs due to the relocation of our Louisville office and executive severance.
Media Contact
Kristin Lee
kristin.lee@waystar.com
Investor Contact
Sue Dooley
susan.dooley@waystar.com