Waystar Holding Corp.

Previous wording

Our software is used daily by providers of all types and sizes across the continuum of care, including physician practices, clinics, surgical centers, and laboratories, as well as large hospitals and health systems. We currently serve over 30,000 clients of various sizes, representing over one million distinct providers practicing across a variety of care sites, including 16 of the top 20 U.S. News Best Hospitals. Our business model is designed such that as our clients grow to serve more patients, their claims and transactional volumes increase, resulting in corresponding growth in our business. In addition, our clients frequently adopt a greater number of our solutions over time and introduce our solutions across new sites of care. In 2024, we facilitated over six billion healthcare payments transactions, including over $1.8 trillion in gross claims volume. As of 2024, we facilitated healthcare payments transactions spanning approximately 50% of patients in the United States.

Current wording

Our software is used daily by providers of all types and sizes across the continuum of care, including physician practices, clinics, surgical centers, and laboratories, as well as large hospitals and health systems. We currently serve over 30,000 clients of various sizes, representing over one million distinct providers practicing across a variety of care sites, including 17 of the top 20 U.S. News Best Hospitals. Our business model is designed such that as our clients grow to serve more patients, their claims and transactional volumes increase, resulting in corresponding growth in our business. In addition, our clients frequently adopt a greater number of our solutions over time and introduce our solutions across new sites of care. In 2024, we facilitated over six billion healthcare payments transactions, including over $1.8 trillion in gross claims volume. As of 2024, we facilitated healthcare payments transactions spanning approximately 50% of patients in the United States.

Previous wording

We have demonstrated an ability to drive recurring, predictable, and profitable growth. Over 99% of our revenue is either recurring subscription or based on highly predictable volumes. For the twelve months ended June 30, 2025, our Net Revenue Retention Rate was 114.6% and we have 1,268 clients as of June 30, 2025 generating over $100,000 over the same twelve month period. For the six months ended June 30, 2025, we generated revenue of $527.1 million (reflecting a 14.8% increase compared to revenue of $459.3 million for the same period in the prior year), net income of $61.5 million compared to net loss of $43.6 million for the same period in the prior year, and Adjusted EBITDA of $220.3 million (reflecting a 18.0% increase compared to Adjusted EBITDA of $186.7 million for the same period in the prior year).

Current wording

We have demonstrated an ability to drive recurring, predictable, and profitable growth. Over 99% of our revenue is either recurring subscription or based on highly predictable volumes. For the twelve months ended September 30, 2025, our Net Revenue Retention Rate was 113.1% and we have 1,306 clients as of September 30, 2025 generating over $100,000 over the same twelve month period. For the nine months ended September 30, 2025, we generated revenue of $795.7 million (reflecting a 13.8% increase compared to revenue of $699.4 million for the same period in the prior year), net income of $92.1 million compared to net loss of $38.2 million for the same period in the prior year, and Adjusted EBITDA of $333.0 million (reflecting a 17.5% increase compared to Adjusted EBITDA of $283.3 million for the same period in the prior year).

Previous wording

On February 24, 2025, the Institutional Investors closed an underwritten public offering of 23,000,000 shares of our common stock (inclusive of the underwriters’ option to purchase additional shares) (the “First Secondary Offering”). Additionally on May 15, 2025, the Institutional Investors closed another underwritten public offering of 14,375,000 shares of our common stock (inclusive of the underwriters' option to purchase additional shares) (the "Second Secondary Offering"). The Company did not sell any shares in these offerings or receive any proceeds from these offerings. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, dated as of June 10, 2024, by and among the Company, the Institutional Investors, and certain other parties thereto, we paid $1.8 million and $3.2 million in certain expenses on behalf of the selling stockholders related to these offerings for the three and six months ended June 30, 2025, respectively, while the selling stockholders paid all applicable underwriting discounts and commissions.

Current wording

On February 24, 2025, the Institutional Investors closed an underwritten public offering of 23,000,000 shares of our common stock (inclusive of the underwriters’ option to purchase additional shares) (the “First Secondary Offering”). On May 15, 2025, the Institutional Investors closed another underwritten public offering of 14,375,000 shares of our common stock (inclusive of the underwriters' option to purchase additional shares) (the "Second Secondary Offering"). Additionally on September 10, 2025, the Institutional Investors closed another underwritten public offering of 18,000,000 shares of our common stock (the "Third Secondary Offering"). The Company did not sell any shares in these offerings or receive any proceeds from these offerings. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, dated as of June 10, 2024, by and among the Company, the Institutional Investors, and certain other parties thereto, we paid $1.4 million and $4.6 million in certain expenses on behalf of the selling stockholders related to these offerings for the three and nine months ended September 30, 2025, respectively, while the selling stockholders paid all applicable underwriting discounts and commissions.

Previous wording

On July 23, 2025, we entered into an Agreement and Plan of Merger to acquire Iodine through a series of mergers. The acquisition, valued at $1.25 billion, includes $625.0 million in cash and 16,751,541 shares of common stock. Iodine is a trusted leader in AI-powered clinical intelligence, enhancing clinical documentation and accuracy, streamlining utilization management, and preventing revenue leakage before billing. This strategic move is expected to bolster our AI leadership, automate manual work, and improve financial performance for providers. The boards of both companies have approved the merger, which is subject to customary closing conditions and regulatory approvals. The acquisition is expected to close by year-end 2025.

Current wording

On July 23, 2025, we entered into the Merger Agreement to acquire Iodine through a series of mergers. Iodine is a trusted leader in AI-powered clinical intelligence, enhancing clinical documentation and accuracy, streamlining utilization management, and preventing revenue leakage before billing. This strategic move is expected to bolster our AI leadership, automate manual work, and improve financial performance for providers. The acquisition was completed on October 1, 2025 for a total purchase price of $1.25 billion. The consideration paid was approximately $458.6 million in cash consideration and 16,639,920 shares of common stock having a value of $37.31 per share, and certain adjustments as outlined in the Merger Agreement.

Previous wording

•Debt Repayment. We used proceeds from our IPO to repay an aggregate of $1.0 billion in outstanding principal amount on our First Lien Credit Facility in the second and third quarters of fiscal 2024. This debt repayment has contributed to lower interest expense for the three and six months ended June 30, 2025 compared to the same periods in the prior year.

Current wording

•Debt Repayment. We used proceeds from our IPO to repay an aggregate of $1.0 billion in outstanding principal amount on our First Lien Credit Facility in the second and third quarters of fiscal 2024. This debt repayment has contributed to lower interest expense for the three and nine months ended September 30, 2025 compared to the same periods in the prior year.

Previous wording

•Stock-Based Compensation Expenses. We expect to recognize stock-based compensation expense of $17.9 million per year over the applicable vesting periods in connection with equity awards granted in connection with the IPO. Such stock-based compensation expense will be reflected in our results of operations from the closing date of the IPO through the applicable vesting periods of such awards. Additionally, we recognized $33.1 million of stock-based compensation expense during the three months ended June 30, 2024, as the vesting of our performance condition options became probable upon the closing of the IPO as the implicit service period for the awards established at the grant date had elapsed.

Current wording

•Stock-Based Compensation Expenses. We expect to recognize stock-based compensation expense of $17.9 million per year over the applicable vesting periods in connection with equity awards granted in connection with the IPO. Such stock-based compensation expense will be reflected in our results of operations from the closing date of the IPO through the applicable vesting periods of such awards. Additionally, we recognized $33.1 million of stock-based compensation expense during the nine months ended September 30, 2024, as the vesting of our performance condition options became probable upon the closing of the IPO as the implicit service period for the awards established at the grant date had elapsed.

Previous wording

•Subscription revenue. Reflects recurring monthly provider count fees and minimum amounts owed. The vast majority of subscription revenue is generated by provider solutions, which constituted approximately 70% of total revenue in each of the three and six months ended June 30, 2025 and 2024.

Current wording

•Subscription revenue. Reflects recurring monthly provider count fees and minimum amounts owed. The vast majority of subscription revenue is generated by provider solutions, which constituted approximately 70% of total revenue in each of the three and nine months ended September 30, 2025 and 2024.

Previous wording

Cost of revenue includes salaries, stock-based compensation, and benefits (“personnel costs”) for our team members who are focused on implementation, support, and other client-focused operations, as well as team members focused on enhancing and developing our platform. Cost of revenue also includes costs for third-party technology such as interchange fees and infrastructure related to the operations of our platform, including communicating and processing patient payments, and services to support the delivery of our solutions. Third-party costs for patient payments solutions are approximately 60% of the revenue generated from these solutions, while third-party costs for provider solutions are approximately 6% to 8% of the associated revenue, in each case, for both the three and six months ended June 30, 2025 and 2024.

Current wording

Cost of revenue includes salaries, stock-based compensation, and benefits (“personnel costs”) for our team members who are focused on implementation, support, and other client-focused operations, as well as team members focused on enhancing and developing our platform. Cost of revenue also includes costs for third-party technology such as interchange fees and infrastructure related to the operations of our platform, including communicating and processing patient payments, and services to support the delivery of our solutions. Third-party costs for patient payments solutions are approximately 60% of the revenue generated from these solutions, while third-party costs for provider solutions are approximately 6% to 8% of the associated revenue, in each case, for both the three and nine months ended September 30, 2025 and 2024.

Previous wording

Revenue was $270.7 million for the three months ended June 30, 2025 as compared to $234.5 million for the three months ended June 30, 2024, an increase of $36.1 million, or 15.4%, of which $18.8 million was attributed to subscription revenue from new and existing clients, almost all of which was generated by provider solutions. Another $17.4 million was attributed to volume-based revenue primarily related to expansion of existing client usage, of which $11.2 million was generated by patient payments solutions and $6.2 million was generated by provider solutions.

Current wording

Revenue was $268.7 million for the three months ended September 30, 2025 as compared to $240.1 million for the three months ended September 30, 2024, an increase of $28.5 million, or 11.9%, of which $16.5 million was attributed to subscription revenue from new and existing clients, almost all of which was generated by provider solutions. Another $11.7 million was attributed to volume-based revenue primarily related to expansion of existing client usage, of which $5.7 million was generated by patient payments solutions and $5.9 million was generated by provider solutions.

Previous wording

Cost of revenue was $87.0 million for the three months ended June 30, 2025 as compared to $80.5 million for the three months ended June 30, 2024, an increase of $6.6 million, or 8.2%. The increase was primarily driven by $5.5 million in increased costs stemming from higher transaction volumes and associated third-party costs, including higher platform usage, of which approximately $6.9 million was from costs associated with payment solutions offset by a decrease of $1.5 million from costs associated with provider solutions, primarily from timing of prior acquisition synergy attainment.

Current wording

Cost of revenue was $85.1 million for the three months ended September 30, 2025 as compared to $80.5 million for the three months ended September 30, 2024, an increase of $4.6 million, or 5.7%. The increase was primarily driven by $2.1 million in increased costs stemming from higher transaction volumes and associated third-party costs, including higher platform usage of which approximately $4.6 million was third-party costs associated with payment solutions offset by a decrease of $2.4 million from third-party costs associated with provider solutions, primarily from timing of prior acquisition synergy attainment. Additionally, there was a $1.8 million of increased personnel costs, net of capitalization expense.

Previous wording

Sales and marketing expense was $43.5 million for the three months ended June 30, 2025 as compared to $45.7 million for the three months ended June 30, 2024, a decrease of $2.2 million, or 4.8%. The decrease was primarily driven by stock-based compensation expense of $6.5 million attributable to the recognition of performance condition options that did not recur during the three months ended June 30, 2025 (see “Impacts of IPO” section above), offset by an increase in channel partner fees and amortization of the internal commission deferred contract costs asset of $3.5 million associated with revenue growth and increased personnel costs of $1.2 million.

Current wording

Sales and marketing expense was $45.2 million for the three months ended September 30, 2025 as compared to $38.5 million for the three months ended September 30, 2024, an increase of $6.7 million, or 17.4%. The increase was primarily driven by an increase in channel partner fees and amortization of the internal commission deferred contract costs asset of $3.3 million, increased personnel costs of $1.4 million and increased stock-based compensation costs of $0.8 million.

Previous wording

Depreciation and amortization expense was $33.4 million for the three months ended June 30, 2025, as compared to $44.3 million for the three months ended June 30, 2024, a decrease of $10.9 million, or 24.5%. The decrease was due to several intangible assets becoming fully amortized in the prior year, driving a decrease in intangible amortization.

Current wording

Depreciation and amortization expense was $33.3 million for the three months ended September 30, 2025, as compared to $60.2 million for the three months ended September 30, 2024, a decrease of $26.9 million, or 44.7%. The decrease was due to several intangible assets becoming fully amortized in the prior year, driving a decrease in intangible amortization.

Previous wording

Income tax expense was $14.4 million for the three months ended June 30, 2025, as compared to an income tax benefit of $14.6 million for the three months ended June 30, 2024, an increase of $29.0 million. The increase was primarily driven by the increase in pre-tax income/(loss).

Current wording

Income tax expense was $12.1 million for the three months ended September 30, 2025, as compared to an income tax expense of $3.3 million for the three months ended September 30, 2024, an increase of $8.8 million. The increase was primarily driven by the increase in pre-tax income/(loss).

Previous wording

Results of Operations for the Six Months Ended June 30, 2025 and 2024

Current wording

Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Previous wording

Revenue was $527.1 million for the six months ended June 30, 2025 as compared to $459.3 million for the six months ended June 30, 2024, an increase of $67.8 million, or 14.8%, of which $37.7 million was attributed to subscription revenue from new and existing clients, almost all of which is generated by provider solutions. Another $30.2 million was attributed to volume-based revenue primarily related to expansion of existing client usage, most of which was generated by patient payments solutions.

Current wording

Revenue was $795.7 million for the nine months ended September 30, 2025 as compared to $699.4 million for the nine months ended September 30, 2024, an increase of $96.3 million, or 13.8%, of which $54.2 million was attributed to subscription revenue from new and existing clients, almost all of which is generated by provider solutions. Another $41.8 million was attributed to volume-based revenue primarily related to expansion of existing client usage, most of which was generated by patient payments solutions.

Previous wording

Cost of revenue was $170.4 million for the six months ended June 30, 2025 as compared to $155.6 million for the six months ended June 30, 2024, an increase of $14.7 million, or 9.5%. The increase was primarily driven by $11.7 million in increased costs stemming from higher transaction volume and associated third-party costs, including higher platform usage, of which approximately $15.5 million was from costs associated with payment solutions offset by a decrease of $3.8 million from costs associated with provider solutions, primarily from timing of prior acquisition synergy attainment.

Current wording

Cost of revenue was $255.5 million for the nine months ended September 30, 2025 as compared to $236.2 million for the nine months ended September 30, 2024, an increase of $19.3 million, or 8.2%. The increase was primarily driven by $13.9 million in increased costs stemming from higher transaction volume and associated third-party costs, including higher platform usage, of which approximately $20.1 million was third-party costs associated with payment solutions offset by a decrease of $6.2 million from third-party costs associated with provider solutions, primarily from timing of prior acquisition synergy attainment. Additionally, there was an increase in personnel costs, net of capitalization expenses, of $5.8 million.

Previous wording

Sales and marketing expense was $83.6 million for the six months ended June 30, 2025 as compared to $79.5 million for the six months ended June 30, 2024, an increase of $4.2 million, or 5.2%. The increase was primarily driven by an increase in channel partner fees and amortization of the internal commission deferred contract costs asset of $8.0 million associated with revenue growth and increased personnel costs of $2.2 million. This was offset by a decrease in stock-based compensation of $5.6 million attributable to the recognition of performance condition options that did not recur during the six months ended June 30, 2025 (see “Impacts of IPO” section above).

Current wording

Sales and marketing expense was $128.8 million for the nine months ended September 30, 2025 as compared to $117.9 million for the nine months ended September 30, 2024, an increase of $10.9 million, or 9.2%. The increase was primarily driven by an increase in channel partner fees and amortization of the internal commission deferred contract costs asset of $11.3 million associated with revenue growth.

Previous wording

Research and development expense was $23.7 million for the six months ended June 30, 2025 as compared to $26.2 million for the six months ended June 30, 2024, a decrease of $2.5 million, or 9.6%. The decrease was primarily driven by a decrease in stock-based compensation expense of $3.4 million attributable to the recognition of performance condition options that did not recur during the six months ended June 30, 2025 (see “Impacts of IPO” section above).

Current wording

Research and development expense was $36.1 million for the nine months ended September 30, 2025 as compared to $37.3 million for the nine months ended September 30, 2024, a decrease of $1.2 million, or 3.2%. The decrease was primarily driven by a decrease in stock-based compensation expense of $3.0 million attributable to the recognition of performance condition options that did not recur during the nine months ended September 30, 2025 (see “Impacts of IPO” section above) partially offset by an increase in personnel costs, net of capitalization expenses of $1.8 million.

Previous wording

Depreciation and amortization expense was $66.8 million for the six months ended June 30, 2025, as compared to $88.4 million for the six months ended June 30, 2024, a decrease of $21.6 million, or 24.5%. The decrease was due to several intangible assets becoming fully amortized in the prior year, driving a decrease in intangible amortization.

Current wording

Depreciation and amortization expense was $100.1 million for the nine months ended September 30, 2025, as compared to $148.6 million for the nine months ended September 30, 2024, a decrease of $48.5 million, or 32.6%. The decrease was due to several intangible assets becoming fully amortized in the prior year, driving a decrease in intangible amortization.

Previous wording

Total interest expense was $37.2 million for the six months ended June 30, 2025 as compared to $107.7 million for the six months ended June 30, 2024, a decrease of $70.6 million, or 65.5%. The decrease was driven by the paydowns during 2024 totaling $1.0 billion on our First Lien Credit Facility decreasing the corresponding interest expense.

Current wording

Total interest expense was $54.7 million for the nine months ended September 30, 2025 as compared to $126.2 million for the nine months ended September 30, 2024, a decrease of $71.5 million, or 56.7%. The decrease was driven by the paydowns during 2024 totaling $1.0 billion on our First Lien Credit Facility decreasing the corresponding interest expense.

Previous wording

Income tax expense was $31.4 million for the six months ended June 30, 2025 as compared to an income tax benefit of $20.7 million for the six months ended June 30, 2024, an increase of $52.1 million. The increase was primarily driven by the increase in pre-tax income/(loss).

Current wording

Income tax expense was $43.5 million for the nine months ended September 30, 2025 as compared to an income tax benefit of $17.4 million for the nine months ended September 30, 2024, an increase of $60.9 million. The increase was primarily driven by the increase in pre-tax income/(loss).

Previous wording

The following table presents a reconciliation of net income/(loss) to adjusted EBITDA and net income/(loss) margin to adjusted EBITDA margin for the three months ended June 30, 2025 and 2024:

Current wording

The following table presents a reconciliation of net income/(loss) to adjusted EBITDA and net income/(loss) margin to adjusted EBITDA margin for the three and nine months ended September 30, 2025 and 2024:

Previous wording

(a)Adjustments relate to additional lease costs due to the relocation of our Louisville office totaling $0.2 million and $0.4 million, respectively, and executive severance totaling $0.0 million and $0.5 million, respectively, for the three and six months ended June 30, 2025.

Current wording

(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.

Previous wording

The following table presents a reconciliation of net loss to non-GAAP net income / (loss) and non-GAAP net income / (loss) per share for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table presents a reconciliation of net loss to non-GAAP net income/(loss) and non-GAAP net income/(loss) per share for the three and nine months ended September 30, 2025 and 2024:

Previous wording

(a)Adjustments relate to additional lease costs due to the relocation of our Louisville office totaling $0.2 million and $0.4 million, respectively, and executive severance totaling $0.0 million and $0.5 million, respectively, for the three and six months ended June 30, 2025.

Current wording

(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.

Previous wording

On June 30, 2025 and December 31, 2024, we had restricted cash of $21.2 million and $22.4 million, respectively, which consists of cash deposited in lockbox accounts owned by us which are contractually required to be disbursed to participating clients on the following day, as well as cash collected on behalf of healthcare providers from patients that have not yet been remitted to providers. These funds payable are not available for our use and liquidity, and are offset on our balance sheet by an aggregated funds payable liability.

Current wording

On September 30, 2025 and December 31, 2024, we had restricted cash of $24.3 million and $22.4 million, respectively, which consists of cash deposited in lockbox accounts owned by us which are contractually required to be disbursed to participating clients on the following day, as well as cash collected on behalf of healthcare providers from patients that have not yet been remitted to providers. These funds payable are not available for our use and liquidity, and are offset on our balance sheet by an aggregated funds payable liability.

Previous wording

Cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and June 30, 2024, are summarized in the following table:

Current wording

Cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and September 30, 2024, are summarized in the following table:

Previous wording

Cash flows provided by operating activities were $161.0 million for the six months ended June 30, 2025 as compared to $26.2 million for the six months ended June 30, 2024, an increase of $134.8 million. This increase is largely driven by increases in revenue and net income, as well as changes in working capital.

Current wording

Cash flows provided by operating activities were $243.0 million for the nine months ended September 30, 2025 as compared to $105.0 million for the nine months ended September 30, 2024, an increase of $138.0 million. This increase is largely driven by changes in working capital, increases in revenue and profits, and decreases in cash paid for interest due to multiple paydowns on our First Lien Credit Facility in 2024.

Previous wording

Cash flows used in investing activities were $61.7 million for the six months ended June 30, 2025 as compared to $12.4 million for the six months ended June 30, 2024 an increase of cash used of $49.3 million. Cash flows used in investing activities increased due to the purchase of short-term investments totaling $50.5 million during the six months ended June 30, 2025.

Current wording

Cash flows used in investing activities were $17.1 million for the nine months ended September 30, 2025 as compared to $21.0 million for the nine months ended September 30, 2024 a decrease of cash used of $4.0 million. Cash flows used in investing activities decreased due to less purchases of property and equipment during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

Cash flows provided by financing activities were $7.6 million for the six months ended June 30, 2025 as compared to $21.3 million for the six months ended June 30, 2024, a decrease of $13.7 million. The decrease was driven by proceeds from last year's IPO, net of underwriting discounts and the corresponding paydown on debt, as well as proceeds from the issuance of debt, net of creditor fees, during the six months ended June 30, 2024. These amounts were offset by a decrease in payments made on debt compared to the prior period, as well as an increase in proceeds from the exercise of stock options during the six months ended June 30, 2025.

Current wording

Cash flows provided by financing activities were $14.8 million for the nine months ended September 30, 2025 as compared to $15.0 million for the nine months ended September 30, 2024, a decrease of $0.2 million. The net cash provided in 2024 was driven by proceeds from last year's IPO, net of underwriting discounts and the corresponding paydown on debt, as well as proceeds from the issuance of debt, net of creditor fees, during the nine months ended September 30, 2024. The net cash provided in 2025 was from proceeds from the exercise of stock options during the nine months ended September 30, 2025.