Form 8-K

8-K — Waystar Holding Corp.

Accession: 0001990354-26-000034

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001990354

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — way-20260729.htm (Primary)

EX-99.1 (way072926-8xkex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: way-20260729.htm · Sequence: 1

way-20260729

FALSE00019903542026Q200019903542026-07-292026-07-29

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): July 29, 2026

Waystar Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware 001-42125 84-2886542

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

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

each class Trading

Symbol Name of each exchange

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 ¨

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 July 29, 2026, Waystar Holding Corp. (the “Company”) issued a press release announcing earnings and other financial results for the fiscal quarter ended June 30, 2026. 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, dated July 29, 2026

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: July 29, 2026

Waystar Holding Corp.

By: /s/ Gregory R. Packer

Name: Gregory R. Packer

Title: Chief Legal Officer

EX-99.1

Filename: way072926-8xkex991.htm · Sequence: 2

Document

Waystar Reports Second Quarter 2026 Results

Q2 revenue of $319.7M, up 18% YoY

Q2 net income of $40.9M and non-GAAP net income of $83.3M

Q2 net income margin of 13%; adjusted EBITDA margin of 43%

Raising revenue and adjusted EBITDA guidance for 2026

LEHI, Utah and LOUISVILLE, Ky., July 29, 2026 — Waystar Holding Corp. (Nasdaq: WAY), a provider of leading healthcare payment software, today reported results for the second quarter ended June 30, 2026.

“Waystar delivered another solid quarter, driven by healthy demand, disciplined execution, and growing provider adoption,” said Matt Hawkins, Chief Executive Officer of Waystar. “Our unique position connecting providers, payers, and patients — combined with the breadth of our platform, the scale of our data, and the accelerating impact of our AltitudeAI capabilities — helps clients improve performance and reinforces our confidence in the long-term opportunity ahead.”

Second Quarter 2026 Financial Highlights

•Revenue of $319.7 million, up 18% year-over-year

•Net income of $40.9 million, GAAP net income per diluted share of $0.21, and net income margin of 13%

•Non-GAAP net income of $83.3 million and non-GAAP net income per diluted share of $0.43

•Adjusted EBITDA of $136.7 million and adjusted EBITDA margin of 43%

•Cash flow from operations of $59.4 million and unlevered free cash flow of $63.9 million

Key Performance Metrics and Revenue Disaggregation

•1,453 clients contributed over $100,000 in LTM revenue, up 15% year-over-year

•Net revenue retention rate (NRR) of 108%

•Second quarter 2026 subscription revenue of $176.3 million, up 34% year-over-year

•Second quarter 2026 volume-based revenue of $142.1 million, up 3% year-over-year

•Second quarter 2026 provider revenue of $231.8 million, up 23% year-over-year

•Second quarter 2026 patient revenue of $87.9 million, up 7% year-over-year

Financial Outlook

As of July 29, 2026, Waystar provides the following guidance for its full fiscal year 2026.1

•Total revenue is expected to be between $1.276 billion and $1.294 billion

•Adjusted EBITDA is expected to be between $535 million and $545 million

•Non-GAAP net income is expected to be between $322 million and $340 million

•Diluted non-GAAP net income per share is expected to be between $1.61 and $1.70

Webcast Information

Waystar's financial results will be discussed on a conference call scheduled at 4:30 p.m. Eastern Time today, July 29, 2026. 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 furnished July 29, 2026, are available 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.

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.

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, and to compare our performance against that of other peer companies using similar measures. Management uses non-GAAP net income and non-GAAP net income per share to evaluate our core operating profitability on an after-tax basis exclusive of certain non-cash and non-recurring items, and to facilitate comparison with peer companies that may have different capital structures, acquisition histories, or tax profiles. Management uses unlevered free cash flow to evaluate cash generation from our core business operations independent of our capital structure. 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. A quantitative reconciliation of the forward-looking non-GAAP financial measures included in our financial outlook is not provided for the reasons described under "Financial Outlook." 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, IPO and secondary offering costs and costs related to other unusual, non-recurring or otherwise notable items. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.

Non-GAAP Net Income and Non-GAAP Net Income Per Share

We define non-GAAP net income as GAAP net income excluding the impact of stock-based compensation, acquisition and integration costs, asset and lease impairments, costs related to our IPO, and the Secondary Offerings, costs related to amended debt agreements and amortization of intangibles, and costs related to other unusual, non-recurring or otherwise notable items. 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.

Gross Debt

We define gross debt as the sum of the current portion of long-term debt, long-term debt, and accounts receivable securitization.

Adjusted Gross Leverage Ratio

We define adjusted gross leverage ratio as gross 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 2026, 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 2026.

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; 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 or data (including personal information and other regulated data); 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; the development, deployment, and use of AI; 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 (which may also be referred to as “personal data” or “personally identifiable information”); reduced revenues in response to changes to the healthcare regulatory landscape; legal, regulatory, and other proceedings that could result in adverse outcomes; contractual obligations requiring compliance with certain provisions of the Bank Secrecy Act/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; our substantial debt and 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; our history of net losses and our ability to achieve or maintain profitability; the interests of the certain investors may be different than the interests of other holders of our securities; and each of the other factors discussed under the heading of “Risk Factors” in the Company’s 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026, 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 16 of 20 institutions on the U.S. News Best Hospitals list. Waystar’s enterprise-grade platform annually processes over 7.5 billion healthcare payment transactions, including over $2.4 trillion in annual gross claims and spanning approximately 60% 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 Consolidated Statements of Operations

(in thousands, except for share and per share data)

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Revenue 319,674 270,654 633,548 527,089

Operating expenses

Cost of revenue (exclusive of depreciation and amortization expenses) 97,686 87,044 194,721 170,389

Sales and marketing 50,379 43,524 96,209 83,647

General and administrative 36,378 29,192 67,102 52,492

Research and development 17,723 12,622 36,091 23,700

Depreciation and amortization 41,466 33,426 82,918 66,806

Total operating expenses 243,632 205,808 477,041 397,034

Income from operations 76,042 64,846 156,507 130,055

Other expense

Interest expense, net (18,635) (17,325) (38,349) (35,582)

Related party interest expense (1,011) (930) (1,944) (1,573)

Income before income taxes 56,396 46,591 116,214 92,900

Income tax expense/(benefit) 15,529 14,407 32,064 31,447

Net income 40,867 32,184 84,150 61,453

Net income per share:

Basic 0.21 0.19 0.44 0.36

Diluted 0.21 0.18 0.43 0.34

Weighted-average shares outstanding:

Basic 191,868,642 173,358,382 191,719,015 172,467,988

Diluted 194,513,042 181,599,133 194,902,172 181,076,149

Waystar Holding Corp.

Unaudited Consolidated Balance Sheets

(in thousands, except for share and per share data)

June 30, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 12,645 $ 61,355

Restricted cash 32,767 15,454

Investment securities 178,954 24,877

Accounts receivable, net of allowance of $5,284 at June 30, 2026 and $6,170 at December 31, 2025

185,876 177,037

Income tax receivable — 6,437

Prepaid expenses 24,866 20,078

Other current assets 3,866 3,174

Total current assets 438,974 308,412

Property, plant and equipment, net 68,532 51,649

Operating lease right-of-use assets, net 9,413 12,972

Intangible assets, net 1,223,891 1,292,839

Goodwill 4,014,781 4,016,818

Deferred costs 105,063 93,951

Other long-term assets 8,107 8,459

Total assets $ 5,868,761 $ 5,785,100

Liabilities and stockholders’ equity

Current liabilities

Accounts payable $ 56,219 $ 50,949

Accrued compensation 25,904 40,942

Aggregated funds payable 32,636 15,104

Other accrued expenses 42,812 22,990

Deferred revenue 60,874 67,855

Current portion of long-term debt 13,398 13,537

Related party current portion of long-term debt 795 657

Current portion of operating lease liabilities 5,083 6,029

Total current liabilities 237,721 218,063

Long-term liabilities

Deferred tax liability 175,322 211,320

Long-term debt, net, less current portion 1,376,348 1,394,523

Related party long-term debt, net, less current portion 76,199 64,186

Operating lease liabilities, net of current portion 9,897 11,994

Deferred revenue - long-term 6,754 5,496

Other long-term liabilities 278 692

Total liabilities 1,882,519 1,906,274

Commitments and contingencies (Note 20)

Stockholders’ equity

Preferred stock $0.01 par value - 100,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; zero shares issued or outstanding as of June 30, 2026 and December 31, 2025, respectively

— —

Common stock $0.01 par value - 2,500,000,000 shares authorized at June 30, 2026 and December 31, 2025, respectively; 192,583,037 and 191,587,193 shares outstanding at June 30, 2026 and December 31, 2025, respectively; 191,923,976 and 191,587,193 shares outstanding at June 30, 2026 and December 31, 2025, respectively

1,926 1,916

Treasury stock, at cost (12,741) —

Additional paid-in capital 4,020,499 3,986,353

Accumulated other comprehensive income (loss) 1,219 (632)

Accumulated deficit (24,661) (108,811)

Total stockholders’ equity 3,986,242 3,878,826

Total liabilities and stockholders’ equity $ 5,868,761 $ 5,785,100

Waystar

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities

Net income $ 84,150 $ 61,453

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization 82,918 66,806

Stock-based compensation 25,249 18,274

Provision for bad debt expense 2,049 1,872

Loss on extinguishment of debt 113 —

Impairment expense 1,990 —

Deferred income taxes (36,682) 7,437

Amortization of debt discount and issuance costs 1,329 1,346

Other 86 —

Changes in:

Accounts receivable (10,889) (135)

Income tax refundable 6,437 2,838

Prepaid expenses and other current assets (5,463) (968)

Deferred costs (10,858) (5,140)

Other long-term assets 44 58

Accounts payable and accrued expenses 10,544 9,308

Deferred revenue (5,723) (1,181)

Operating lease right-of-use assets and lease liabilities (970) (959)

Net cash provided by operating activities 144,324 161,009

Cash flows from investing activities

Purchase of property and equipment and capitalization of internally developed software costs (31,440) (11,193)

Purchase of investment securities (260,167) (50,525)

Proceeds from sale or maturity of investment securities 107,488 —

Measurement period adjustments related to prior year acquisition 2,037 —

Net cash used in investing activities (182,082) (61,718)

Cash flows from financing activities

Change in aggregated funds liability 17,532 (1,171)

Repurchase of common stock (12,741) —

Proceeds from issuance of common stock from employee equity plans 8,867 15,045

Proceeds from issuances of debt, net of creditor fees 19,800 —

Payments on debt (27,097) (5,834)

Finance lease liabilities paid — (444)

Net cash provided by financing activities 6,361 7,596

Increase/(decrease) in cash and cash equivalents during the period (31,397) 106,887

Cash and cash equivalents and restricted cash–beginning of period 76,809 204,582

Cash and cash equivalents and restricted cash–end of period $ 45,412 $ 311,469

Supplemental disclosures of cash flow information

Interest paid $ 41,290 $ 39,745

Cash taxes paid (refunds received), net 42,816 8,346

Non-cash investing and financing activities

Fixed asset purchases in accounts payable 114 195

Reconciliation of Balance Sheet Cash Accounts to Cash Flow Statement

Balance sheet

Cash and cash equivalents 12,645 290,300

Restricted cash 32,767 21,169

Total 45,412 311,469

Waystar

Reconciliation of Adjusted EBITDA

(in thousands)

(unaudited)

Three months ended June 30, Six months ended June 30,

($ in thousands) 2026 2025 2026 2025

Net income $ 40,867 $ 32,184 $ 84,150 $ 61,453

Interest expense, net 19,646 18,255 40,293 37,155

Income tax expense 15,529 14,407 32,064 31,447

Depreciation and amortization 41,466 33,426 82,918 66,806

Stock-based compensation expense 13,803 11,530 25,249 18,274

Acquisition and integration costs 1,801 655 3,607 884

Asset and lease impairments 1,990 — 1,990 —

Costs related to amended debt agreements — — 227 —

IPO and Secondary Offering related expenses 5 1,769 12 3,199

Other (a) 1,618 326 1,618 1,080

Adjusted EBITDA $ 136,725 $ 112,552 $ 272,128 $ 220,298

Revenue $ 319,674 $ 270,654 $ 633,548 $ 527,089

Net income margin 12.8 % 11.9 % 13.3 % 11.7 %

Adjusted EBITDA margin 42.8 % 41.6 % 43.0 % 41.8 %

(a)For the three and six months ended June 30, 2026, adjustments reflect costs associated with a cybersecurity incident (see Item 1A of our Form 10-Q). For the three and six months ended June 30, 2025, adjustments include lease-related costs associated with the relocation of our Louisville office totaling $0.2 million and $0.4 million, respectively, and executive severance costs totaling $0.0 million and $0.5 million, respectively.

Waystar

Reconciliation of Non-GAAP Operating Expenses

(in thousands)

(unaudited)

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Cost of revenue (exclusive of depreciation and amortization expenses) $ 97,686 $ 87,044 $ 194,721 $ 170,389

Less Stock-based compensation expense (594) (415) (1,029) (646)

Less Acquisition and integration costs (1,110) - (2,255) -

Cost of revenue (exclusive of depreciation and amortization expenses), adjusted $ 95,982 $ 86,629 $ 191,437 $ 169,743

Sales and marketing 50,379 43,524 96,209 83,647

Add/(Less) Stock-based compensation expense (2,738) (2,414) (2,347) (3,806)

Add/(Less) Acquisition and integration costs 21 - 54 -

Less Other (a) (100) - (100) -

Sales and marketing, adjusted $ 47,562 $ 41,110 $ 93,816 $ 79,841

General and administrative 36,378 29,192 67,102 52,492

Less Stock-based compensation expense (9,565) (7,094) (18,317) (11,200)

Less Acquisition and integration costs (659) (552) (1,197) (659)

Less Asset and lease impairments (1,990) - (1,990) -

Less Costs related to amended debt agreements - - (227) -

Less IPO and Secondary Offering expenses (5) (1,769) (12) (3,199)

Less Other (a) (1,518) (326) (1,518) (1,080)

General and administrative, adjusted $ 22,641 $ 19,451 $ 43,841 $ 36,354

Research and development 17,723 12,622 36,091 23,700

Less Stock-based compensation expense (906) (1,607) (3,556) (2,622)

Less Acquisition and integration costs (53) (103) (209) (225)

Research and development, adjusted $ 16,764 $ 10,912 $ 32,326 $ 20,853

Depreciation and amortization 41,466 33,426 82,918 66,806

Less Intangible amortization (34,474) (28,115) (68,948) (56,230)

Depreciation and amortization, adjusted $ 6,992 $ 5,311 $ 13,970 $ 10,576

Income tax expense 15,529 14,407 32,064 31,447

Plus Tax effect of adjustments 11,275 8,903 21,347 16,730

Income tax expense, adjusted $ 26,804 $ 23,310 $ 53,411 $ 48,177

Waystar

Reconciliation of Non-GAAP Net Income

(in thousands, except share and per share amounts)

(unaudited)

Three months ended June 30, Six months ended June 30,

($ in thousands) 2026 2025 2026 2025

Net income $ 40,867 $ 32,184 $ 84,150 $ 61,453

Stock-based compensation 13,803 11,530 25,249 18,274

Acquisition and integration costs 1,801 655 3,607 884

Asset and lease impairments 1,990 — 1,990 —

Costs related to amended debt agreements — — 227 —

IPO and Secondary Offering related expenses 5 1,769 12 3,199

Other (a) 1,618 326 1,618 1,080

Intangible amortization 34,474 28,115 68,948 56,230

Tax effect of adjustments (11,275) (8,903) (21,347) (16,730)

Non-GAAP net income $ 83,283 $ 65,676 $ 164,454 $ 124,390

Non-GAAP net income per share:

Basic $ 0.43 $ 0.38 $ 0.86 $ 0.72

Diluted $ 0.43 $ 0.36 $ 0.84 $ 0.69

Weighted-average shares outstanding:

Basic 191,868,642 173,358,382 191,719,015 172,467,988

Diluted 194,513,042 181,599,133 194,902,172 181,076,149

Waystar

Reconciliation of Unlevered Free Cash Flow

(in thousands)

(unaudited)

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net cash provided by operating activities 59,411 96,760 144,324 161,009

Interest paid 20,610 19,785 41,290 39,745

Purchase of PP&E and capitalization of internally developed software costs (16,113) (5,767) (31,440) (11,193)

Unlevered free cash flow 63,908 110,778 154,174 189,561

Waystar

Reconciliation of Net Debt

(in thousands)

(unaudited)

June 30,

2026 2025

First lien term loan facility outstanding debt, current 14,194 11,668

First lien term loan facility outstanding debt, net of current portion 1,359,955 1,146,044

Receivables facility outstanding debt 100,000 80,000

Cash and cash equivalents (12,645) (290,300)

Investment securities (178,954) (50,493)

Net debt 1,282,550 896,919

Trailing Twelve Months Adjusted EBITDA 513,976 417,128

Adjusted gross leverage ratio 2.9x 3.0x

Adjusted net leverage ratio 2.5x 2.2x

Waystar

Reconciliation of Trailing Twelve Months (TTM) Adjusted EBITDA

(in thousands)

(unaudited)

Three Months Ended TTM

June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2026

Net income 40,867 43,283 19,988 30,648 134,786

Interest expense, net 19,646 20,647 22,872 17,515 80,680

Income tax expense 15,529 16,535 16,158 12,069 60,291

Depreciation and amortization 41,466 41,452 40,442 33,300 156,660

Stock-based compensation expense 13,803 11,446 12,198 11,597 49,044

Acquisition and integration costs 1,801 1,806 14,877 5,313 23,797

Asset and lease impairments 1,990 - - - 1,990

Costs related to amended debt agreements - 227 1,931 649 2,807

IPO and Secondary Offering expenses 5 7 86 1,372 1,470

Other (a) 1,618 - 593 240 2,451

Adjusted EBITDA 136,725 135,403 129,145 112,703 513,976

(a) Adjustments reflect costs associated with a cybersecurity incident (see Item 1A of our Form 10-Q and lease-related costs associated with the relocation of our Louisville office.

Media Contact

Kristin Lee

kristin.lee@waystar.com

Investor Contact

Edward Parker

investors@waystar.com

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