Waystar Holding Corp.

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FORWARD-LOOKING STATEMENTS

This prospectus includes 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, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements are included throughout this prospectus, including in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” and relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity, and capital resources and other financial and operating information. We have used 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 to identify forward-looking statements in this prospectus.

The forward-looking statements contained in this prospectus 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. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to those described under “Risk Factors” above and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 incorporated by reference herein and the following:

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our operation in a highly competitive industry;

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our ability to retain our existing clients and attract new clients;

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our ability to successfully execute on our business strategies in order to grow;

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our ability to accurately assess the risks related to acquisitions and successfully integrate acquired businesses;

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our ability to establish and maintain strategic relationships;

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the growth and success of our clients and overall healthcare transaction volumes;

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consolidation in the healthcare industry;

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our selling cycle of variable length to secure new client agreements;

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our implementation cycle that is dependent on our clients’ timing and resources;

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our dependence on our senior management team and certain key employees, and our ability to attract and retain highly skilled employees;

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the accuracy of the estimates and assumptions we use to determine the size of our total addressable market;

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our ability to develop and market new solutions, or enhance our existing solutions, to respond to technological changes, or evolving industry standards;

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the interoperability, connectivity, and integration of our solutions with our clients’ and their vendors’ networks and infrastructures;

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the performance and reliability of internet, mobile, and other infrastructure;

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the consequences if we cannot obtain, process, use, disclose, or distribute the highly regulated data we require to provide our solutions;

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our reliance on certain third-party vendors and providers;

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any errors or malfunctions in our products and solutions;

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failure by our clients to obtain proper permissions or provide us with accurate and appropriate information;

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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;

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our compliance with the applicable rules of NACHA and the applicable requirements of card networks;

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increases in card network fees and other changes to fee arrangements;

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the effect of payer and provider conduct which we cannot control;

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privacy concerns and security breaches or incidents relating to our platform;

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the complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity;

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our ability to adequately protect and enforce our intellectual property rights;

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our ability to use or license data and integrate third-party technologies;

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our use of “open source” software;

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legal proceedings initiated by third parties alleging that we are infringing or otherwise violating their intellectual property rights;

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claims that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information of third parties;

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the heavily regulated industry in which we conduct business;

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the uncertain and evolving healthcare regulatory and political framework;

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health care laws and data privacy and security laws and regulations governing our Processing of personal information;

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reduced revenues in response to changes to the healthcare regulatory landscape;

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legal, regulatory, and other proceedings that could result in adverse outcomes;

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consumer protection laws and regulations;

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contractual obligations requiring compliance with certain provisions of BSA/AML laws and regulations;

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existing laws that regulate our ability to engage in certain marketing activities;

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our full compliance with website accessibility standards;

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any changes in our tax rates, the adoption of new tax legislation, or exposure to additional tax liabilities;

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limitations on our ability to use our NOLs to offset future taxable income;

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losses due to asset impairment charges;

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restrictive covenants in the agreements governing our Credit Facilities;

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interest rate fluctuations;

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unavailability of additional capital on acceptable terms or at all;

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the impact of general macroeconomic conditions;

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our history of net losses and our ability to achieve or maintain profitability;

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the interests of the Institutional Investors may be different than the interests of other holders of our securities;

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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

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the other factors discussed elsewhere in this prospectus, including in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statements made by us in this prospectus speak only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. 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.

Investors and others should note that we routinely announce financial and other material information using our Investor Relations website (investors.waystar.com), SEC filings, press releases, public conference calls and webcasts. We use these channels of distribution to communicate with our investors and members of the public about our company, our services, and other items of interest. Information contained on our website is not part of this prospectus or our other filings with the SEC.