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What changed in Waystar Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Waystar Holding Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+447 added−456 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in Waystar Holding Corp.'s 2025 10-K

447 paragraphs added · 456 removed · 344 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

121 edited+33 added−32 removed101 unchanged
Biggest changeWe believe the principal competitive factors in our market include the following: ● breadth, depth, and quality of products and solutions; ● ability to deliver financial and operational performance improvement through the use of products and solutions; ● quality and reliability of solutions; 15 Table of Contents ● ease of use and convenience; ● brand recognition; ● price; and ● the ability to integrate our platform solutions with various EHR and PM systems and other technology.
Biggest changeWe believe the principal competitive factors in our market include the following: • leading-edge technology and innovation, particularly the ability to leverage advanced AI and generative models driven by proprietary datasets to automate complex workflows and create an autonomous revenue cycle; • breadth, depth, and quality of products and solutions, including the integration of clinical, financial and administrative data to provide a holistic view of the patient journey; • ability to deliver financial and operational performance improvement through the use of AI-powered automation; • quality and reliability of solutions, including the accuracy of AI-powered predictions and recommendations; • ease of use and convenience, enhanced by agentic AI capabilities that automate manual tasks; • brand recognition and reputation for technological leadership; • price and total cost of ownership; and • the ability to integrate our platform solutions with various EHR and PM systems and other healthcare technology.
Waystar’s Annual Report on Form 10-K reports, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, are publicly available free of charge on the Investor Relations section of our website at investors.waystar.com or at www.sec.gov as soon as reasonably practicable after these materials are filed with or furnished to the SEC.
Waystar’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, are publicly available free of charge on the Investor Relations section of our website at investors.waystar.com or at www.sec.gov as soon as reasonably practicable after these materials are filed with or furnished to the SEC.
We have industry certifications, including HITRUST, PCI-DSS Level 1 Service Provider, SSAE 18 SOC 2, and validated PCI Point-to-Point Encryption. As a PCI-DSS Level 1 Service Provider, we are committed to upholding industry security standards to cardholder data. We received our HITRUST CSF certification in 2021.
We have industry certifications, including HITRUST R2, PCI-DSS Level 1 Service Provider, SSAE 18 SOC 2, and validated PCI Point-to-Point Encryption. As a PCI-DSS Level 1 Service Provider, we are committed to upholding industry security standards to cardholder data. We received our HITRUST CSF certification in 2021.
The proposed rule would, among other requirements, remove the distinction between “required” and “addressable” implementation specifications and make all implementation specifications required with specific, limited exceptions; require written documentation of all HIPAA Security Rule policies, procedures, plans, and analyses; require regulated entities to conduct compliance audits at least once every twelve months to ensure their compliance with the HIPAA Security Rule requirements; require encryption of ePHI at rest and in transit; require the use of multi-factor authentication, with limited exceptions; and require network segmentation and separate technical controls.
The proposed rule would, among other requirements, remove the distinction between “required” and “addressable” implementation specifications and make all implementation specifications required with specific, limited exceptions; require written documentation of all HIPAA Security Rule policies, procedures, plans, and analyses; require regulated entities to conduct compliance audits at least once every 12 months to ensure their compliance with the HIPAA Security Rule requirements; require encryption of ePHI at rest and in transit; require the use of multi-factor authentication, with limited exceptions; and require network segmentation and separate technical controls.
In turn, the more value we create for our clients, the more likely it is that they will continue to use our products, allowing us to continue to capture more data that results in tangible improvements to our platform.
In turn, the more value we create for our clients, the more likely it is that they will continue to use our products, allowing us to continue to capture additional data that results in tangible improvements to our platform.
We leverage internally developed AI as well as proprietary, advanced algorithms to automate payment-related workflow tasks and drive continuous improvement, which enhances claim and billing accuracy, enriches data integrity, and reduces labor costs for providers. Put simply, our software helps providers get paid faster, accurately, and more efficiently, while ensuring patients receive a modern, transparent, and consumer-friendly financial experience.
We leverage internally developed AI as well as proprietary, advanced algorithms to automate payment-related workflow tasks and drive continuous improvement, which enhances claim and billing accuracy, strengthens data integrity, and reduces labor costs for providers. Put simply, our software helps providers get paid faster, accurately, and more efficiently, while ensuring patients receive a modern, transparent, and consumer-friendly financial experience.
Our client success team provides day-to-day operation support, has regular update calls and account reviews, quarterly in-person reviews, and ongoing on-site training. From our consistently on-time implementations to our highly responsive client service, we seek to support our clients so they can maximize the benefits of our software. ● Mission-driven innovation culture .
Our client success team provides day-to-day operational support, has regular update calls and account reviews, quarterly in-person reviews, and ongoing on-site training. From our consistently on-time implementations to our highly responsive client service, we seek to support our clients so they can maximize the benefits of our software. • Mission-driven innovation culture.
Our solutions provide clients with enterprise-grade security, data protection, and control that meet the healthcare industry’s strict security standards. Our highly secure application and infrastructure are validated by PCI, HITRUST, and SSAE-18 SOC 2 Type Two audits and certifications. ● Seamless user experience . We have built a unified user experience across our solutions.
Our solutions provide clients with enterprise-grade security, data protection, and control that meet the healthcare industry’s strict security standards. Our highly secure application and infrastructure are validated by PCI, HITRUST, and SSAE-18 SOC 2 Type II audits and certifications. • Seamless user experience. We have built a unified user experience across our solutions.
We believe the market share of our solutions within the hospital segment and ambulatory practice segment is approximately 4% and 8% (calculated as a percentage of our revenue as compared to our TAM estimates by setting of care), respectively, demonstrating the ample white space in which we can continue driving our growth.
We believe the market share of our solutions within the hospital segment and ambulatory practice segment is approximately 4% and 8%, respectively (calculated as a percentage of our revenue as compared to our TAM estimates by setting of care), respectively, demonstrating the ample white space in which we can continue to drive our growth.
Following a recent cybersecurity incident involving one of our competitors, more than 30,000 providers, including a significant number of large health systems and ambulatory providers, began adopting our solutions, and we were able to implement our solutions for many of these new clients in as little as 48 hours.
In 2024 following a cybersecurity incident involving one of our competitors, more than 30,000 providers, including a significant number of large health systems and ambulatory providers, began adopting our solutions, and we were able to implement our solutions for many of these new clients in as little as 48 hours.
Our platform collects and collates vast amounts of healthcare data, and we organize and present these data in dashboards that can be customized to meet the needs of individual clients. We provide data visualization and business intelligence analytics to enable providers to manage payment and denial trends across their business.
Our platform collects and collates vast amounts of healthcare data, and we organize and present this data in dashboards that can be customized to meet the needs of individual clients. We provide data visualization and business intelligence analytics to enable providers to manage payment and denial trends across their business.
Users access our platform through a single log-in experience, providing convenience, saving time, and increasing productivity. Search functionality, high-level vertical tabs for our solutions, and dropdown menus within each solution type deliver intuitive navigation for our clients. Comprehensive and customizable dashboards illustrate data using a variety of methods, enabling more efficient identification of outliers, trends, and other useful information.
Users access our platform through a single login experience, providing convenience, saving time, and increasing productivity. Search functionality, high-level vertical tabs for our solutions, and dropdown menus within each solution type deliver intuitive navigation for our clients. Comprehensive and customizable dashboards illustrate data using a variety of methods, enabling more efficient identification of outliers, trends, and other useful information.
Patients are bearing a greater burden of healthcare costs than ever before, with more than 50% of American private industry workers enrolling in high deductible health plans according to U.S. Bureau of Labor Statistics data (2023).
Patients are bearing a greater burden of healthcare costs than ever before, with more than 50% of American private industry workers enrolling in high deductible health plans according to 2024 U.S. Bureau of Labor Statistics data.
We recognize the power of diversity and inclusion. ● Passion —We are excited about what we do in our roles, as a company, and for our clients. ● Curiosity —We know that the best decisions are not always obvious or easy.
We recognize the power of inclusion and belonging. • Passion —We are excited about what we do in our roles, as a company, and for our clients. • Curiosity —We know that the best decisions are not always obvious or easy.
Information contained on our website is not part of this report or our other filings with the SEC. The information on our website (or any webpages referenced in this Annual Report on Form 10-K) is not part of this or any other report Waystar files with, or furnishes to, the SEC. ​ 22 Table of Contents
Information contained on our website is not part of this report or our other filings with the SEC. The information on our website (or any webpages referenced in this Annual Report on Form 10-K) is not part of this or any other report Waystar files with, or furnishes to, the SEC. 23 Table of Contents
Covered entities, such as us and our clients, may be subject to penalties for, among other activities, failing to enter into a BAA where required by law or as a result of a business associate violating HIPAA, if the business associate is found to be an agent of the covered entity and acting within the scope of the agency.
Covered entities, such as us and our clients, may be subject to penalties for, among other activities, failing to enter into a BAA where required by law or as a result of a business associate violating 17 Table of Contents HIPAA, if the business associate is found to be an agent of the covered entity and acting within the scope of the agency.
Additionally, in a 2023 guidance document, HHS OCR took the position that entities regulated under HIPAA are not permitted to use tracking technologies in a manner that would result in an impermissible disclosure of PHI. Such tracking technologies have been used to collect and analyze information about user behavior and enhance the user experience.
Additionally, in a 2023 guidance document, HHS OCR took the position that entities regulated under HIPAA are not permitted to use tracking technologies in a manner that would result in an impermissible disclosure of PHI. Such tracking technologies have been used to collect and analyze information about user behavior and enhance the user 18 Table of Contents experience.
In the past year, HHS has also issued new final and proposed regulations and guidance on cybersecurity of electronic PHI (“ePHI”) uses and disclosures of substance use information, reproductive health information, and online tracking technologies that access individually identifiable health information. For example, in April 2024, a new HHS final rule amending substance use confidentiality regulations (42 C.F.R.
HHS has also issued new final and proposed regulations and guidance on cybersecurity of electronic PHI (“ePHI”) uses and disclosures of substance use information, reproductive health information, and online tracking technologies that access individually identifiable health information. For example, in April 2024, a new HHS final rule amending substance use confidentiality regulations (42 C.F.R.
We expect to expand our TAM further over time as we develop new solutions and address adjacent workflows. We believe we have consistently grown in excess of the market since 2016 and expect we will continue to grow our market share in the future by virtue of our differentiated platform and capabilities.
We expect to expand our TAM further over time as we develop new solutions and address adjacent workflows. We believe we have consistently grown in excess of the market since 2016 and expect to continue growing our market share in the future by virtue of our differentiated platform and capabilities.
Our Market Opportunity Over time, administrative workflows (e.g., human resources, information technology, accounting and finance, and customer service) that were traditionally insourced by healthcare providers have undergone a meaningful transformation. Seeking more effective solutions to address industry challenges, providers initially outsourced these functions to third-party specialized services vendors.
Our Market Opportunity Over time, administrative workflows (e.g., human resources, information technology, accounting and finance, and customer service) that were traditionally insourced by healthcare providers have undergone a meaningful transformation. 7 Table of Contents Seeking more effective solutions to address industry challenges, providers initially outsourced these functions to third-party specialized services vendors.
Poorly integrated legacy systems have led many healthcare organizations to employ labor-dependent solutions to address the critical demands of their businesses, often resulting in suboptimal financial performance for providers and a substandard experience for patients. ● Increasing labor and administrative costs . According to an American Hospital Association report, labor constituted 60% of hospital expenses in 2023.
Poorly integrated legacy systems have led many healthcare organizations to employ labor-dependent solutions to address the critical demands of their businesses, often resulting in suboptimal financial performance for providers and a substandard experience for patients. • Increasing labor and administrative costs. According to an American Hospital Association report, labor constituted 56% of hospital expenses in 2024.
The false statements provision prohibits knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services.
The false statements provision prohibits knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false, 19 Table of Contents fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services.
The Patient Protection and Affordable Care Act, as amended, provides that claims for payment that are tainted by a violation of the AKS (which could include, for example, illegal incentives, or remuneration) are false for purposes of the FCA.
The Patient Protection and Affordable Care Act, as amended, provides that claims for payment that are tainted by a violation of the AKS (which could include, for example, illegal incentives, or remuneration) are false for purposes of the 20 Table of Contents FCA.
We frequently receive client recognition and industry awards, including being named a top client- rated healthcare payments platform by BlackBook across 17 categories. For our larger clients, we deploy a client success team, which serves as both a dedicated resource and trusted strategic partner to help drive value.
We frequently receive client recognition and industry awards, including being named a top client- rated healthcare payments platform by 9 Table of Contents BlackBook across 17 categories. For our larger clients, we deploy a client success team, which serves as both a dedicated resource and trusted strategic partner to help drive value.
The Waystar Platform Our innovative cloud-based software platform is purpose-built to simplify our clients’ payment-related challenges. We believe our platform significantly outperforms those of our competitors, who lack either modern functionality or the ability to address the full end-to-end payments workflow. The key components of our platform include: ● Modern, differentiated software .
The Waystar Platform Our innovative cloud-based software platform is purpose-built to simplify our clients’ payment-related challenges. We believe our platform significantly outperforms those of our competitors, who lack either modern functionality or the ability to address the full end-to-end payments workflow. The key components of our platform include: • Modern, differentiated software. We provide modern, scalable healthcare payments software solutions.
Any such violations by, and penalties and exclusions imposed upon, our clients could adversely affect their financial condition and, in turn, could adversely affect our own financial condition. 20 Table of Contents State Fraud and Abuse Laws Many states, including certain states in which we conduct our business, have adopted fraud and abuse laws similar to the federal laws described above.
Any such violations by, and penalties and exclusions imposed upon, our clients could adversely affect their financial condition and, in turn, could adversely affect our own financial condition. State Fraud and Abuse Laws Many states, including certain states in which we conduct our business, have adopted fraud and abuse laws similar to the federal laws described above.
Research and Development We believe that our research and development function and our cloud-based product portfolio provides us with a competitive advantage that enables us to innovate faster and more efficiently, while simultaneously delivering better solutions for our clients. Our research and development team is responsible for the design, development, testing, and enhancement of our products and software.
Research and Development We believe that our research and development function and our AI-powered product portfolio provides us with a competitive advantage that enables us to innovate faster and more efficiently, while simultaneously delivering better solutions for our clients. Our research and development team is responsible for the design, development, testing, and enhancement of our products and software.
In addition, we offer claim scrubbing capabilities to check for errors and verify accuracy to limit billing mistakes. Built upon over two decades of industry experience, we believe that our AI-enabled rules engine drives an industry-leading first pass clean claims rate across both commercial and government (Medicare & Medicaid) claims. 11 Table of Contents ● Denials prevention and recovery .
In addition, we offer claim scrubbing capabilities to check for errors and verify accuracy to limit billing mistakes. Built upon over two decades of industry experience, we believe that our AI-powered rules engine drives an industry-leading first pass clean claims rate across both commercial and government (Medicare and Medicaid) claims. • Denials prevention and recovery.
Our values-driven and award-winning leadership team brings together deep experience in the software and healthcare industries and strong relationships with our clients and key stakeholders. Several of our executives and team leaders have been with our predecessor companies since founding, in multiple cases for over 20 years.
Our values-driven and award-winning leadership team brings together deep experience in the software and healthcare industries and strong relationships with our clients and key stakeholders. Several of our executives and team leaders have been with our predecessor companies since their founding, in multiple cases for more than 20 years.
Governmental or regulatory authorities or other parties may assert that we are engaged in the corporate practice of medicine or that our contractual arrangements with healthcare providers constitute unlawful fee splitting.
Governmental or regulatory authorities or other parties 21 Table of Contents may assert that we are engaged in the corporate practice of medicine or that our contractual arrangements with healthcare providers constitute unlawful fee splitting.
According to a third-party survey commissioned by us in 2023, Waystar ranks #1 in client satisfaction with implementation time, 94% of clients are satisfied with our integrations with other systems, and 98% of clients say we deliver on trust very well or extremely well.
According to a third-party survey commissioned by us in 2025, Waystar ranks #1 in client satisfaction with implementation time, 95% of clients are satisfied with our integrations with other systems, and 98% of clients say we deliver on trust very well or extremely well.
Our platform automates insurance verification processes and validates that patients are eligible for care through the prior authorization process, helping eliminate downstream rejections and denials that lead to revenue delays and leakage. Based on a Company survey, 81% of patients would more actively pursue care if they knew the cost upfront.
Our platform automates insurance verification processes and validates that patients are eligible for care through the prior authorization process, helping eliminate downstream rejections and denials that lead to revenue delays and leakage. Based on a Co mpany survey, 81% of p atients would more actively pursue care if they knew the cost upfront.
Out-of-pocket costs constituted 10% of total U.S. personal healthcare expenditures in 2023 according to CMS, and the estimated average patient lifetime spending is $1.4 million, based on a 2021 Health Management Academy Research report.
Out-of-pocket costs constituted 11% of total U.S. personal healthcare expenditures in 2024 according to CMS, and the estimated average patient lifetime spending is $1.4 million, based on a 2021 Health Management Academy Research report.
Our software helps to avoid or reduce billing errors throughout the healthcare payment workflow, from pre-encounter eligibility verification to determine patient insurance eligibility and benefits prior to rendering service, to mid- and post-encounter solutions such as our revenue capture suite which identifies and resolves missing charges and errors in claims submissions by providers, our claims management suite which helps ensure submissions in accordance with payer contracts, and our denial avoidance solution which offers a root cause reporting tool for denied claims to help reduce preventable denials in the future.
Our software helps to avoid or reduce billing errors throughout the healthcare payment workflow, from pre-encounter eligibility verification to determine patient insurance benefits and benefits prior to rendering services, to mid- and post-encounter solutions such as our clinical integrity and revenue capture suite which identifies and resolves missing documentation, codes and charges and errors in claims submissions by providers, our claims management suite which helps ensure submissions are in accordance with payer contracts, and our denial recovery solution, which offers a root-cause reporting tool for denied claims to help reduce preventable denials in the future.
The number of clients from whom we generate over $100,000 of revenue has grown from 982 in the year ended December 31, 2022 to 1,203 in the year ended December 31, 2024, driven by large, new client wins and successful cross-selling and up-selling efforts.
The number of clients from whom we generate over $100,000 of revenue has grown from 1,203 in the year ended December 31, 2024 to 1,391 in the year ended December 31, 2025, primarily driven by large, new client wins and successful cross-selling and up-selling efforts.
In particular, we deploy physical, administrative, and technical controls to protect the security and privacy of patient information. We operate a cloud-based platform that offers reliability, performance, security, and privacy for our clients.
In particular, we deploy physical, administrative, and technical controls to protect the security and privacy of patient information. We operate a cloud-based platform that is designed to offer reliability, performance, security, and privacy for our clients.
As a testament to this trust, Forbes recently named Waystar to its 2025 Most Trusted Companies in America list. Our award-winning brand attracts exceptional talent to help us further our mission. 9 Table of Contents ● Differentiated client experience . We have a relentless focus on operational execution and deliver outstanding client experience.
As a testament to this trust, Forbes named Waystar to its 2025 Most Trusted Companies in America list. Our award-winning brand attracts exceptional talent to help us further our mission. • Differentiated client experience. We have a relentless focus on operational execution and deliver an outstanding client experience.
However, this legacy approach has resulted in workflow delays, lost revenue, and slower time to payment. Our purpose- built software platform addresses these challenges and optimizes healthcare payments across all stages of the patient journey.
However, this legacy approach has resulted in workflow delays, lost revenue, and slower time to payment. Our purpose-built software platform is designed to addresses these challenges and help optimize healthcare payments across all stages of the patient journey.
Our platform provides the following benefits to our clients: ● Increased revenue . Our software solutions simplify the payment process, allowing our clients to increase the share of revenue they collect. ● Quicker payments . Our software helps expedite payments by streamlining and automating cumbersome workflows that create excessive delays. ● Greater productivity .
Our software solutions simplify the payment process, allowing our clients to increase the share of revenue they collect. • Quicker payments. Our software helps expedite payments by streamlining and automating cumbersome workflows that create excessive delays. • Greater productivity.
This also allowed us to establish direct connectivity with large, national health plans, who previously had exclusive portal connections with the competitor. We expect to build enduring relationships with these new clients, the vast majority of whom have signed contracts with initial terms of two to three years, with one- year automatic renewals.
This rapid adoption also enabled us to establish direct connectivity with large, national health plans, that had previously maintained exclusive portal connections with the competitor. We expect to build enduring relationships with these new clients, the vast majority of whom have signed contracts with initial terms of two to three years, with one-year automatic renewals.
As a result, our clients benefit from faster and more efficient performance from software that is evolving to meet ever-changing regulatory and payer requirements, enabling accurate and timely reimbursement. 6 Table of Contents Industry Background Healthcare is one of the largest and most complex vertical end-markets within the U.S. economy, accounting for 17.6% of the U.S. gross domestic product as of 2023.
As a result, our clients benefit from faster and more efficient performance from software that is evolving to meet ever-changing regulatory and payer requirements, enabling accurate and timely reimbursement. Industry Background Healthcare is one of the largest and most complex vertical end-markets within the U.S. economy, accounting for 18.0% of the U.S. gross domestic product as of 2024.
Our intellectual property, particularly our know-how is material to the conduct of our business. The success of our business depends in part on our ability to use our trademarks, service marks, and other intellectual property in the operation of our business and platform. In the United States, we have 19 trademark registrations, 15 issued patents, and 26 copyright registrations.
Our intellectual property, particularly our know-how is material to the conduct of our business. The success of our business depends in part on our ability to use our trademarks, service marks, and other intellectual property in the operation of our business and platform. In the United States, we have 34 trademark registrations, 35 issued patents, and 24 copyright registrations.
Our solutions are integrated with a broad range of systems provided by over 200 channel partners, including ERP applications, as well as PM and EHR systems. This deep connectivity is an important point of differentiation and makes our solutions faster to implement, easier to use, and harder to replace. ● An expansive network .
Our solutions are integrated with a broad range of systems provided by over 500 channel partners, including ERP applications, as well as preventative maintenance ("PM") and electronic health record ("EHR") systems. This deep connectivity is an important point of differentiation and makes our solutions faster to implement, easier to use, and harder to replace. • An expansive network.
These software tools, most of which are hosted or installed on-premises, lack the interoperability and scalability of a modern cloud-based technology architecture, which is designed to enable the safe and efficient dissemination of critical information.
These software tools, most of which are hosted or installed on-premises, lack the interoperability and scalability of a modern cloud-based technology architecture, which enables the safe and efficient dissemination of critical information.
Based on a third-party study commissioned by the Company, we believe our TAM has the potential to increase to almost $20 billion in 2027, reflecting a 5% CAGR from 2022 to 2027, driven by growth within healthcare payments (notably, in prior authorizations, patient payments, and revenue cycle management analytics), increased outsourcing in revenue cycle management, as well as secular technology tailwinds such as greater utilization of AI.
Based on a third-party study commissioned by us, we believe our TAM has the potential to increase by 5% CAGR to almost $25 billion by 2030, driven by growth within healthcare payments (notably, in prior authorizations, patient payments, and revenue cycle management analytics), increased outsourcing in revenue cycle management, as well as secular technology tailwinds such as greater utilization of AI.
This patchwork approach has also led to data silos, which inhibit transparency and data sharing and often result in denials or the inability to process claims efficiently. ● Reliance on inefficient, manual processes .
This patchwork approach has also led to data silos, inhibiting transparency and data sharing and often resulting in denials or the inability to process claims efficiently. • Reliance on inefficient, manual processes.
Our channel partners accelerate our growth by providing us access to a larger client base and actively promoting Waystar. We have established strong relationships with the nation’s leading EHR and PM providers, which drives a significant competitive advantage.
We are highly focused on furthering our strategic channel partnerships. Our channel partners accelerate our growth by providing us access to a larger client base and actively promoting Waystar. We have established strong relationships with the nation’s leading EHR and PM providers, which drives a significant competitive advantage.
We have infrastructure in place with co-located data centers, and within Microsoft Azure, Amazon Web Service, and Google Cloud Platform environments, to securely manage and maintain our clients’ patient information. We use external security auditors and industry-leading vendors, such as CrowdStrike and CYE to ensure we have the controls and procedures in place to protect our clients’ sensitive information.
We have infrastructure in place with co-located data centers, and within Microsoft Azure, Amazon Web Services, and Google Cloud Platform environments, to securely manage and maintain our clients’ patient information. We use external security auditors and industry-leading vendors to access the controls and procedures we have in place to protect our clients’ sensitive information.
The healthcare payment ecosystem is highly complex, beginning with pre-service patient onboarding and extending through post-service revenue collection, with dozens of interdependent steps in between.
The healthcare payment ecosystem is highly complex, spanning the full patient journey from pre-service patient onboarding and extending through post-service revenue collection, with dozens of interdependent steps in between.
We provide modern, scalable healthcare payments software solutions. Our platform is in alignment with best-in-class offerings in other industry verticals that include multi-tenancy, micro-services architecture, and robust data security. Our technology is cloud- native, allowing us to deploy it across any type and size of provider, from single-physician practices to the most sophisticated multi-site health systems.
Our platform is aligned with best-in-class offerings in other industry verticals that include multi-tenancy, micro-services architecture, and robust data security. Our technology is cloud- native, allowing us to deploy it across any type and size of provider, from single-physician practices to the most sophisticated multi-site health systems.
Our brand, as well as the tangible ROI that we deliver, drives strong client loyalty, as evidenced by our 110.1% Net Revenue Retention Rate for the year ended December 31, 2024. Many of our clients view us as a trusted vendor and support our success by recommending Waystar to other providers, further driving growth and adoption of our solutions.
Our brand, as well as the tangible ROI we deliver, drives strong client loyalty, as evidenced by our 112.0% Net Revenue Retention Rate for the year ended December 31, 2025. M any of our clients view us as a trusted vendor and support our success by recommending Waystar to other providers, further driving growth and adoption of our solutions.
Item 1. Business Our Mission Our mission is to simplify healthcare payments through our modern cloud-based software, enabling our healthcare clients to prioritize patient care and optimize their financial performance. Overview Waystar provides healthcare organizations with mission-critical cloud software that simplifies healthcare payments.
Item 1. Business Our mission is to simplify healthcare payments through our modern cloud-based software, enabling our healthcare clients to prioritize patient care and optimize their financial performance. Overview Waystar provides healthcare organizations with mission-critical AI-powered software that simplifies healthcare payments for providers across the continuum of care.
Employing these and many other strategies, we have achieved greater than 99.9% uptime for the Waystar platform. Our solutions are designed to meet the needs of the largest hospitals and health systems but can also be scaled to cost-effectively serve the needs of smaller providers.
We utilize resilient and fully-virtualized hosting architecture, with multiple layers of redundancy. Employing these and many other strategies, we have achieved greater than 99.9% uptime for the Waystar platform. Our solutions are designed to meet the needs of the largest hospitals and health systems but can also be scaled to cost-effectively serve the needs of smaller providers.
This ease of integration enables our clients to quickly realize value from our solutions while avoiding costly and distracting implementation processes associated with other types of software and support services.
Our architecture seamlessly integrates with our clients’ existing systems and technology. This ease of integration enables our clients to quickly realize value from our solutions while avoiding costly and distracting implementation processes associated with other types of software and support services.
Within this multi-step workflow, the process for determining how much a provider should be reimbursed involves millions of permutations of variables, such as over 10,000 diagnosis codes that are constantly changing and unique payer contracts, each with individual rules, processes, and reimbursement requirements.
Within this multi-step workflow, the process for determining how much a provider should be reimbursed involves millions of permutations of variables, such as unique payer contracts, each with individual rules, processes, and reimbursement requirements.
Rather than attacking individual pain points for a client user, our solutions can meet the full demands of an entire organization, eliminating the need for point solutions, boosting productivity through a seamless end-user experience, and reducing the risk of loss of data or information. ● Seamless integrations .
By providing a unified platform rather than disparate solutions for a client user, our solutions can meet the full demands of an entire organization, eliminating the need for point solutions, boosting productivity through a seamless end-user experience, and reducing the risk of data or information loss. • Seamless integrations.
We believe our platform strengths and differentiation are most evident in our ability to win clients. We had an 83% win rate against our competitors for fiscal years 2022 through 2024 in situations where the client ultimately elected to switch vendors or purchase a new solution.
We believe our platform strengths and diffe rentiation are most evident in our ability to win clients. We had an average 85% win rate against our competitors for fiscal years 2023 through 2025 in situations where the client ultimately elected to switch vendors or purchase a new solution.
The proposed rule remains subject to public comment until March 2025. In April 2024, HHS OCR issued a final rule that amended HIPAA privacy regulations to prohibit the disclosure of PHI related to lawful reproductive health care in certain circumstances.
In April 2024, HHS OCR issued a final rule that amended HIPAA privacy regulations to prohibit the disclosure of PHI related to lawful reproductive health care in certain circumstances.
Such BAAs must, among other things, provide adequate written assurances as to how we will use and disclose PHI; that we will implement reasonable administrative, physical, and technical safeguards to protect such PHI from misuse; that we will enter into similar agreements with our agents and subcontractors that have access to the information; that we will report security incidents and other inappropriate uses or disclosures of PHI; and that we will assist the client with certain of its duties under HIPAA. 16 Table of Contents Regulation Our business is subject to extensive, complex, and rapidly changing federal and state laws, regulations, and industry standards.
Such BAAs must, among other things, provide adequate written assurances as to how we will use and disclose PHI; that we will implement reasonable administrative, physical, and technical safeguards to protect such PHI from misuse; that we will enter into similar agreements with our agents and subcontractors that have access to the information; that we will report security incidents and other inappropriate uses or disclosures of PHI; and that we will assist the client with certain of its duties under HIPAA.
Our tenured Product and Engineering teams consist of approximately 280 full- time employees, all relentlessly focused on driving improvements in our platform. Our product roadmap balances new feature enrichment with continued backend integration of acquired solutions and methodical technology modernization. ● Enterprise-grade security .
Our tenured Product and Engineering teams consist of more than 340 full-time team members, a ll relentlessly focused on driving improvements in our platform. Our product roadmap balances new feature enrichment with continued backend integration of acquired solutions and methodical technology modernization. • Enterprise-grade security.
As of December 31, 2024, we had approximately more than 280 team members dedicated to product and research and development. For the years ended December 31, 2024, 2023, and 2022 our research and development expense was $48.8 million, $35.3 million, and $32.8 million, respectively.
As of December 31, 2025, we had more than 340 team members dedicated to product and research and development. For the years ended December 31, 2025, 2024, and 2023, our research and development expense w as $54.6 million, $ 48.8 million, and $35.3 million, respectively.
We believe it is important to put our team members first, and we provide all of our team members competitive health benefits, 401(k) investment options, and paid family leave, and conduct mental health and other workshops for our team members.
We believe it is important to put our team members first, and we provide all of our team members competitive health benefits, 401(k) investment options, employee stock purchase plan, and paid family leave.
We believe we have good relationships with our team members, as evidenced by our 2024 Fortune Great Place to Work Survey, where 83% of participating team members indicated that they would recommend working at Waystar to friends and family.
We believe we have good relationships with our team members, as evidenced by our 2025 Great Place to Work Trust Index Survey results, in which 85% of participating team members indicated that they would recommend working at Waystar to friends and family.
We also have a “Waystar Day” every quarter that focuses on different initiatives such as kindness, diversity and inclusion, and volunteering, as well as education assistance opportunities in furtherance of self-advancement and development.
We also have a “Waystar Day” every quarter that focuses on different initiatives such as best work always, day of curiosity, practicing kindness, and volunteering. We provide education assistance opportunities in furtherance of self-advancement and development.
As a result of our broadly applicable model, our client base is highly diversified, and for the year ended December 31, 2024, our top 10 clients accounted for only 11.2% of our total revenue.
As a result of our broadly applicable model, our client base is highly diversified, and for the year ended December 31, 2025, our top 10 clients accounted for onl y 10.8% o f our total revenue.
The final rule included changes to better facilitate care coordination, updates to the fine structure for Part 2 violations to align with the civil and criminal enforcement authorities that apply to HIPAA violations, and increases in penalties for Part 2 violations to a $50,000 maximum penalty for failure to comply with the Part 2 requirements and a $250,000 maximum penalty for the wrongful disclosure of individually identifiable health information. 17 Table of Contents In December 2024, HHS Office for Civil Rights (“OCR”) issued a notice of proposed rulemaking to better protect the confidentiality, integrity, and availability of ePHI.
The final rule included changes to better facilitate care coordination, updates to the fine structure for Part 2 violations to align with the civil and criminal enforcement authorities that apply to HIPAA violations, and increases in penalties for Part 2 violations to a $50,000 maximum penalty for failure to comply with the Part 2 requirements and a $250,000 maximum penalty for the wrongful disclosure of individually identifiable health information.
We will continue to evaluate acquisition opportunities that improve our offering and accelerate our growth. Our Solutions Our comprehensive solution set streamlines the complex and disparate processes relating to payments received by healthcare providers and addresses related pain points for providers, patients, and payers. Our solutions include: ● Financial clearance .
Our Solutions Our comprehensive solution set streamlines the complex and disparate processes relating to payments received by healthcare providers and addresses related pain points for providers, patients, and payers. Our solutions include: • Financial clearance.
We have procedures in place to monitor for potential infringement of our intellectual property, and it is our policy to take appropriate action to enforce our intellectual property, taking into account the strength of our claim, likelihood of success, cost, and overall business priorities.
In addition, we have registered the www.waystar.com domain name, which we use in connection with our platform. 16 Table of Contents We have procedures in place to monitor for potential infringement of our intellectual property, and it is our policy to take appropriate action to enforce our intellectual property, taking into account the strength of our claim, likelihood of success, cost, and overall business priorities.
Our clients utilize our software to manage pre-encounter workflows such as eligibility checks and prior authorization approvals, as well as mid- and post-encounter workflows such as co-pay collection, claims submission and monitoring, and payer remittances.
Our clients utilize our software to manage pre-encounter workflows such as eligibility checks and prior authorization approvals, as well as mid-encounter workflows such as utilization management, coding and documentation accuracy, and back-end activities including co-pay collection, payer claims submission and monitoring, and denied claims appeals.
Many healthcare providers may also rely on manual tasks and labor, without the use of technology enabled systems.
Some may partner with established technology vendors to build custom solutions. Many healthcare providers may also rely on manual tasks and labor, without the use of technology enabled systems.
We may require our clients and other counterparties to maintain adequate insurance, and we currently maintain errors, omissions, and professional liability insurance coverage with limits we believe to be appropriate. The coverage provided by such insurance may not be adequate for all claims made and such claims may be contested by applicable insurance carriers.
We may require our clients and other counterparties to maintain adequate insurance, and we currently maintain errors, omissions, and professional liability insurance coverage with limits we believe to be appropriate.
Generally, 30% of our revenue comes from hospitals and health systems, while 70% comes from ambulatory and alternate sites of care. The over 30,000 clients we currently serve also vary significantly in size and represent over one million distinct providers in total, including 16 of the top 20 U.S. News Best Hospitals.
The over 30,000 clients we currently serve also vary significantly in size and represent over one million distinct providers in total, including 13 Table of Contents 16 of the top 20 U.S. News Best Hospitals.
To estimate our market opportunity, we categorized the United States healthcare provider market into tiers based on setting of care and size of practice. We then applied our average pricing by product, accounting for pricing differences at varying sized providers, and multiplied the average product price by the corresponding practice count per setting of care to determine our TAM.
We then applied our average pricing by product, accounting for pricing differences at providers of varying sizes, and multiplied the average product price by the corresponding practice count per care setting to determine our TAM.
This strength is evidenced by our high NPS of 74 and #1 rank versus competitors in percentage of clients indicating the highest level of satisfaction with our services, based on a third-party survey commissioned by us in 2023.
The Waystar brand is synonymous with quality, reliability, robust analytics, exceptional customer service, and a deep and interconnected network. This strength is evidenced by our high NPS of 74 and #1 ranking among competitors for the percentage of clients indicating the highest level of satisfaction with our services, based on a third-party survey commissioned by us in 2023.
According to a third-party survey commissioned by us in 2023, Waystar ranks #1 in satisfaction with rate of product innovation and vision and 94% of clients are satisfied with our capabilities in automation.
According to a third-party survey commissioned by us in 2025, Waystar ran ks #1 in satisfaction for rate of product innovation and vision and 95% of clients are satisfied with our capabilities in automation. • Experienced leadership and technology teams with a track record of execution.
However, we believe that due to the breadth, depth, and quality of our products, as well as the significant time and resources it takes to switch to a different healthcare payments provider, we will be able to retain our existing clients and upsell and cross-sell to them, as evidenced by our Net Revenue Retention Rate of 110.1% for the year ended December 31, 2024. 13 Table of Contents Our People, Values, and Culture As of December 31, 2024, we employed over 1,500 full-time team members, all of which are located in the United States.
However, we believe that due to the breadth, depth, and quality of our products, as well as the significant time and resources it takes to switch to a different healthcare payments provider, we will be able to retain our existing clients and upsell and cross-sell to them, as evidenced by our Net Revenue Retention Rate of 112.0% f or the year ended December 31, 2025.
We are proud of our strong company culture and investment in long-term career growth for our people, which is evidenced by the long tenure of many of our team members with our organization.
News & World Report, achieving a Great Place to Work recertification and being recognized as a Fast Company Best Workplace for Innovators. We are proud of our strong company culture and investment in long-term career growth for our people, which is evidenced by the long tenure of many of our team members with our organization.
These laws and regulations can vary significantly from jurisdiction to jurisdiction, and interpretation and enforcement of existing laws and regulations by governmental and regulatory authorities may change periodically.
Regulation Our business is subject to extensive, complex, and rapidly changing federal and state laws, regulations, and industry standards. These laws and regulations can vary significantly from jurisdiction to jurisdiction, and interpretation and enforcement of existing laws and regulations by governmental and regulatory authorities may change periodically.
Our enterprise-grade platform streamlines the complex and disparate processes our healthcare provider clients must manage to be reimbursed correctly, while improving the payments experience for providers, patients, and payers.
Our enterprise-grade platform streamlines the complex and disparate processes providers must manage to ensure accurate reimbursement and improves the payments experience for providers, patients, and payers.
The architecture, design, deployment, and management of our platform are centered on the following areas: ● Modern, cloud-based architecture . We leverage a modern multi-tenant, event-driven micro-services architecture that enables a high degree of scalability and interoperability across the platform. We utilize resilient and fully-virtualized hosting architecture, with multiple layers of redundancy.
Our solutions are deeply integrated into our clients’ workflows, providing an elegant and intuitive user experience. The architecture, design, deployment, and management of our platform are centered on the following areas: • Modern, cloud-based architecture. We leverage a modern multi-tenant, event-driven micro-services architecture that enables a high degree of scalability and interoperability across the platform.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurther, our clients may expect us to comply with more stringent privacy, data storage, and data security requirements than those imposed by laws, regulations or self-regulatory requirements, and we may be obligated contractually to comply with additional or different standards relating to our handling or protection of data. 41 Table of Contents Any failure or perceived failure by us to comply with domestic laws or regulations, industry standards, or other legal obligations, or any actual or suspected breach or privacy or security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personally identifiable information or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines, and penalties or adverse publicity and could cause our clients to lose trust in us, which could have an adverse effect on our reputation and business.
Biggest changeAny failure or perceived failure by us to comply with domestic laws or regulations, industry standards, or other legal obligations, or any actual or suspected breach or privacy or security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personally identifiable information or other data, may result in governmental enforcement actions and prosecutions, private litigation (including class actions), fines, and penalties or adverse publicity and could cause our clients to lose trust in us, which could have an adverse effect on our reputation and business.
The market price of our common stock has fluctuated in the past and may continue to fluctuate substantially due to a number of factors such as those listed in Part I, Item 1A, “Risk Factors—Risks Related to our Business and our Industry” and the following: ● results of operations that vary from the expectations of securities analysts and investors; ● results of operations that vary from those of our competitors; ● changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors, or failure of securities analysts to initiate or maintain coverage of our common stock; ● changes in economic conditions for companies in our industry; ● changes in market valuations of, or earnings and other announcements by, companies in our industry; 50 Table of Contents ● declines in the market prices of stocks generally, particularly those of healthcare technology companies or SaaS companies regardless of industry; ● additions or departures of key management personnel; ● strategic actions by us or our competitors; ● announcements by us, our competitors, dispositions, joint ventures, other strategic relationships, or capital commitments; ● future sales of our common stock by our officers, directors, and significant stockholders; ● expiration of market standoff or lock-up agreements; ● changes in preference of our clients and our market share; ● changes in general economic or market conditions or trends in our industry or the economy as a whole; ● changes in business or regulatory conditions; ● future sales of our common stock or other securities; ● investor perceptions of or the investment opportunity associated with our common stock relative to other investment alternatives; ● the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; ● changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business; ● announcements, claims and/or allegations relating to litigation, governmental investigations, or compliance with applicable laws and regulations; ● guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; ● the development and sustainability of an active trading market for our stock; ● changes in accounting principles; and ● other events or factors, including those resulting from informational technology system failures and disruptions, data security incidents or breaches, natural disasters, war, including the ongoing conflict in Ukraine, acts of terrorism, or responses to these events.
The market price of our common stock has fluctuated in the past and may continue to fluctuate substantially due to a number of factors such as those listed in Part I, Item 1A, “Risk Factors—Risks Related to our Business and our Industry” and the following: • results of operations that vary from the expectations of securities analysts and investors; • results of operations that vary from those of our competitors; • changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors, or failure of securities analysts to initiate or maintain coverage of our common stock; • changes in economic conditions for companies in our industry; • changes in market valuations of, or earnings and other announcements by, companies in our industry; • declines in the market prices of stocks generally, particularly those of healthcare technology companies or SaaS companies regardless of industry; • additions or departures of key management personnel; • strategic actions by us or our competitors; • announcements by us, our competitors, dispositions, joint ventures, other strategic relationships, or capital commitments; • future sales of our common stock by our officers, directors, and significant stockholders; • expiration of market standoff or lock-up agreements; • changes in preference of our clients and our market share; • changes in general economic or market conditions or trends in our industry or the economy as a whole; • changes in business or regulatory conditions; • future sales of our common stock or other securities; • investor perceptions of or the investment opportunity associated with our common stock relative to other investment alternatives; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business; 50 Table of Contents • announcements, claims and/or allegations relating to litigation, governmental investigations, or compliance with applicable laws and regulations; • guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; • the development and sustainability of an active trading market for our stock; • changes in accounting principles; and • other events or factors, including those resulting from informational technology system failures and disruptions, data security incidents or breaches, natural disasters, war, including the ongoing conflict in Ukraine, acts of terrorism, or responses to these events.
These risks and uncertainties include, but are not limited to, those relating to: ● our ability to maintain relationships with the clients and suppliers of the acquired business; ● our ability to retain or replace key personnel of the acquired business; ● potential conflicts in payer, client, partner, vendor, or marketing relationships; ● our ability to coordinate organizations that are geographically diverse and may have different business cultures; ● the acceptance of acquired company clients of product upgrades and platform changes; ● the diversion of management’s attention to the integration of the operations of businesses or other assets we have acquired; ● difficulties in the integration or migration of IT systems, including secure data sharing across networks securely, and maintaining the security of the IT systems; ● incurrence of debt or assumption of known and unknown liabilities; ● write-off of goodwill, client lists, and amortization of expenses related to intangible assets; and ● compliance with regulatory, contracting, and other requirements, including internal control over financial reporting.
These risks and uncertainties include, but are not limited to, those relating to: • our ability to maintain relationships with the clients and suppliers of the acquired business; • our ability to retain or replace key personnel of the acquired business; • potential conflicts in payer, client, partner, vendor, or marketing relationships; • our ability to coordinate organizations that are geographically diverse and may have different business cultures; • the acceptance of acquired company clients of product upgrades and platform changes; • the diversion of management’s attention to the integration of the operations of businesses or other assets we have acquired; • difficulties in the integration or migration of IT systems, including securely sharing data across networks, and maintaining the security of the IT systems; • incurrence of debt or assumption of known and unknown liabilities; • write-off of goodwill, client lists, and amortization of expenses related to intangible assets; and • compliance with regulatory, contracting, and other requirements, including internal control over financial reporting.
The current U.S. macroeconomic environment is characterized by recent record-high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets, and growing recession risk. Such economic volatility could adversely affect our business, financial condition, results of operations and cash flows, and future market disruptions could negatively impact us.
The current U.S. macroeconomic environment is characterized by recent record-high inflation, supply chain challenges, tariffs, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets, and growing recession risk. Such economic volatility could adversely affect our business, financial condition, results of operations and cash flows, and future market disruptions could negatively impact us.
We have policies and procedures in place to address the proper handling, use, and disclosure of data, but could face claims that our practices occur in a manner not permitted under applicable laws or our agreements with or obligations to data providers, individuals, or other third parties.
We have policies and procedures in place designed to address the proper handling, use, and disclosure of data, but could face claims that our practices occur in a manner not permitted under applicable laws or our agreements with or obligations to data providers, individuals, or other third parties.
These provisions provide for, among other things: ● a classified board of directors until the second annual meeting of stockholders after the date on which the Institutional Investors collectively own less than 15% in voting power of the then- outstanding power of the then-outstanding shares of stock of our Company entitled to vote generally in the election of directors, as a result of which our board of directors will be divided into three classes until such time, with each class serving for staggered three-year terms; ● the ability of our board of directors to issue one or more series of preferred stock; ● advance notice requirements for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; ● certain limitations on convening special stockholder meetings and taking stockholder action by written consent; ● during a protective period commencing on the day on which the Institutional Investors collectively beneficially own less than 40% in voting power of the then-outstanding shares of our common stock and ending at the second annual meeting of stockholders after the date on which the Institutional Investors collectively own less than 15% in voting power of the then-outstanding power of our common stock (such period, the “Protective Period”), the removal of directors only for cause and only upon the affirmative vote of the holders of at least 662∕3% of the shares of common stock entitled to vote generally in the election of directors; and ● during the Protective Period, the required approval of at least 662∕3% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, or repeal certain provisions of our amended and restated certificate of incorporation.
These provisions provide for, among other things: • a classified board of directors until the second annual meeting of stockholders after the date on which the Institutional Investors collectively own less than 15% in voting power of the then- outstanding power of the then-outstanding shares of stock of our Company entitled to vote generally in the election of directors, as a result of which our board of directors will be divided into three classes until such time, with each class serving for staggered three-year terms; • the ability of our board of directors to issue one or more series of preferred stock; • advance notice requirements for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • certain limitations on convening special stockholder meetings and taking stockholder action by written consent; • during a protective period commencing on the day on which the Institutional Investors collectively beneficially own less than 40% in voting power of the then-outstanding shares of our common stock and ending at the second annual meeting of stockholders after the date on which the Institutional Investors collectively own less than 15% in voting power of the then-outstanding power of our common stock (such period, the “Protective Period”), the removal of directors only for cause and only upon the affirmative vote of 52 Table of Contents the holders of at least 662∕3% of the shares of common stock entitled to vote generally in the election of directors; and • during the Protective Period, the required approval of at least 662∕3% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, or repeal certain provisions of our amended and restated certificate of incorporation.
These estimates and forecasts may be impacted by economic uncertainty that is outside our control, including macroeconomic trends such as domestic supply chain risks, inflationary pressure, interest rate increases, and declines in consumer confidence that impact our clients.
These estimates and forecasts may be impacted by economic uncertainty that is outside our control, including macroeconomic trends such as domestic supply chain risks, tariffs, inflationary pressure, interest rate increases, and declines in consumer confidence that impact our clients.
We may be subject to claims that us or our employees, consultants, or independent contractors have inadvertently or otherwise improperly used or disclosed confidential information of these third parties or our employees’ or contractors’ former employers.
We may be subject to claims that we or our employees, consultants, or independent contractors have inadvertently or otherwise improperly used or disclosed confidential information of these third parties or our employees’ or contractors’ former employers.
Our amended and restated certificate of incorporation provides that none of the Institutional Investors, any of their respective affiliates, or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate.
Our amended and restated certificate of incorporation provides that none of these investors, any of their respective affiliates, or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate.
We are contractually required to comply with Bank Secrecy Act and Anti-Money Laundering (“BSA/AML”) laws and regulations as a payment facilitator in certain instances. We are contractually required to comply with certain anti-money laundering laws and regulations.
We are contractually required to comply with the Bank Secrecy Act and Anti-Money Laundering (“BSA/AML”) laws and regulations as a payment facilitator in certain instances. We are contractually required to comply with certain anti-money laundering laws and regulations.
CPPIB has the right to nominate to our board of directors one nominee for so long as CPPIB beneficially owns 5% or greater of our then-outstanding common stock. Bain has the right to nominate to our board of directors one nominee for so long as Bain beneficially owns 5% or greater of our then-outstanding common stock.
CPPIB has the right to nominate to our board of directors one nominee for so long as CPPIB beneficially owns 5% or greater of our then-outstanding common stock.
As a result, the Institutional Investors are able to control or influence actions to be taken by us, including future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, amendments to our organizational documents, and the approval of significant corporate transactions, including mergers, sales of substantially all of our assets, distributions of our assets, the incurrence of indebtedness, and any incurrence of liens on our assets.
As a result, these investors are able to control or influence actions to be taken by us, including future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, amendments to our organizational documents, and the approval of significant corporate transactions, including mergers, sales of substantially all of our assets, distributions of our assets, the incurrence of indebtedness, and any incurrence of liens on our assets.
So long as the Institutional Investors continue to own a significant amount of our outstanding common stock, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions and, so long as each of the Institutional Investors continues to own shares of our outstanding common stock, they will have the ability to nominate individuals to our board of directors.
So long as these investors continue to own a significant amount of our outstanding common stock, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions and, so long as each of these investors continues to own shares of our outstanding common stock, they will have the ability to nominate individuals to our board of directors.
In addition, the Revolving Credit Facility requires us to maintain a first lien leverage ratio, to be tested on the last day of each fiscal quarter for which financial statements have been delivered, but only if, on the last day of such fiscal quarter, the aggregate amount of loans under the Revolving Credit Facility and certain letters of credit (in each case subject to certain exceptions specified therein) which are outstanding and/or issued, as applicable, exceeds 35% of the total amount of the commitments in respect of the Revolving Credit Facility.
In addition, the Revolving Credit Facility requires us to maintain a first lien leverage ratio, to be tested on the last day of each fiscal quarter for which financial statements have been delivered, but only if, on the last day of such fiscal quarter, the aggregate amount of loans under the Revolving Credit Facility and certain letters of credit (in each case subject 47 Table of Contents to certain exceptions specified therein) which are outstanding and/or issued, as applicable, exceeds 35% of the total amount of the commitments in respect of the Revolving Credit Facility.
The interests of the Institutional Investors may be materially different than the interests of our other stakeholders. In addition, the Institutional Investors may have an interest in pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to other stockholders.
The interests of these investors may be materially different than the interests of our other stakeholders. In addition, these investors may have an interest in pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to other stockholders.
If we were to become involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. 51 Table of Contents Future issuances of our common stock may dilute the percentage ownership of existing owners, which could reduce their influence over matters on which stockholders vote.
If we were to become involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. Future issuances of our common stock may dilute the percentage ownership of existing owners, which could reduce their influence over matters on which stockholders vote.
We may also be liable for privacy and security breaches and failures of our business associates and subcontractors. Even though we provide for appropriate protections through our agreements with our subcontractors, we still have limited control over their actions and practices.
We may also be liable for privacy and security breaches and failures of our business associates and subcontractors. Even though we provide for certain protections through our agreements with our subcontractors, we still have limited control over their actions and practices.
Recent and future government actions, including federal government cost-cutting, efficiency, and fraud and abuse initiatives may also result have a significant adverse impact on our business, and legislation or executive actions could limit or attempt to limit government spending for Medicare and Medicaid programs, limit payments to healthcare providers, initiate new and expanded value-based care reimbursement programs, impose price controls, and create other programs that potentially could have an adverse effect on our clients and the other entities with which we have a business relationship.
Recent and future government actions, including federal government cost-cutting, efficiency, and fraud and abuse initiatives may also result have a significant adverse impact on our business, and legislation or executive actions could limit or attempt to limit government spending for Medicare and Medicaid programs, limit payments to healthcare providers, initiate new and expanded value-based care reimbursement programs, impose price 43 Table of Contents controls, and create other programs that potentially could have an adverse effect on our clients and the other entities with which we have a business relationship.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation. 49 Table of Contents Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business and stock price.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation. Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business and stock price.
The 38 Table of Contents sale of these technologies, or their use by us or by our clients or partners, may also subject us to additional risks, including reputational harm, competitive harm, or legal liabilities. Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs.
The sale of these technologies, or their use by us or by our clients or partners, may also subject us to additional risks, including reputational harm, competitive harm, or legal liabilities. Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs.
However, any failure to comply with such contractual requirements could subject us to potential liability for breach of contract, which could adversely affect our business or financial condition. 43 Table of Contents Existing laws regulate our ability to engage in certain marketing activities. We rely on a variety of marketing techniques, including email and telephone marketing.
However, any failure to comply with such contractual requirements could subject us to potential liability for breach of contract, which could adversely affect our business or financial condition. Existing laws regulate our ability to engage in certain marketing activities. We rely on a variety of marketing techniques, including email and telephone marketing.
We have also observed the effect of inflation on our labor and cost structure. If these trends continue, our business, results of operations, financial condition, and cash flows may be materially adversely affected.
We have also observed the effect of inflation or tariffs on our labor and cost structure. If these trends continue, our business, results of operations, financial condition, and cash flows may be materially adversely affected.
Finally, recent changes in law could impact the cost and availability of necessary internet infrastructure. Increased costs and/or decreased availability would negatively affect our results of operations. Our business would be adversely affected if we cannot obtain, process, use, disclose, or distribute the highly regulated data we require to provide our solutions.
Finally, recent changes in law could impact the cost and availability of necessary internet infrastructure. Increased costs and/or decreased availability would negatively affect our results of operations. 30 Table of Contents Our business would be adversely affected if we cannot obtain, process, use, disclose, or distribute the highly regulated data we require to provide our solutions.
If we are determined to have violated any of these laws, we may be required to give our clients the right to terminate our services agreements with them and/or required to refund portions of our base fee revenues and incentive payment revenues, any of which could have a material adverse effect on our business and results of operations.
If we are determined to have violated any of these laws, we may be required to give our clients the right to terminate 40 Table of Contents our services agreements with them and/or required to refund portions of our base fee revenues and incentive payment revenues, any of which could have a material adverse effect on our business and results of operations.
Recently, several states have enacted consumer health data laws, which generally require consent for the collection, use, or sharing of any “consumer health data,” which is typically defined as personal information that is linked or reasonably linkable to a consumer and that identifies a consumer’s past, present, or future physical or mental health. Other states have enacted similar bills.
Recently, several states have enacted consumer health data laws, which generally require consent for the collection, use, or sharing of any “consumer health data,” which is typically defined as personal information that is linked or reasonably linkable to a consumer and that identifies a consumer’s past, present, or future physical or mental health.
Failure to successfully address any of the foregoing risks could have a significant negative impact on our business, financial condition, and results of operations. 24 Table of Contents We must accurately assess the risks related to acquisitions and successfully integrate acquired businesses. We have historically acquired, and in the future may acquire, businesses, technologies, product lines, and other assets.
Failure to successfully address any of the foregoing risks could have a significant negative impact on our business, financial condition, and results of operations. We must accurately assess the risks related to acquisitions and successfully integrate acquired businesses. We have historically acquired, and in the future may acquire, businesses, technologies, product lines, and other assets.
Litigation may be necessary to defend against these and other claims challenging our right to and use of confidential and proprietary information. In addition to paying monetary damages, if we fail in defending against any such claims we may lose our rights therein, which could have a material adverse effect on our business.
Litigation may be necessary to defend against these and other claims challenging our right to and use of confidential and proprietary information. In addition to paying monetary damages, if we fail in defending against any such claims we may lose our rights therein, which could have a material adverse effect on our 39 Table of Contents business.
These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities. 52 Table of Contents If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities. If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
Such proceedings are inherently unpredictable, and the outcome can result in verdicts and/or injunctive relief that may affect how we operate our business or we may enter into settlements of claims for monetary payments. In some cases, substantial non-economic remedies or punitive damages may be sought.
Such proceedings are inherently unpredictable, and the outcome can result in verdicts and/or injunctive relief that may affect 44 Table of Contents how we operate our business or we may enter into settlements of claims for monetary payments. In some cases, substantial non-economic remedies or punitive damages may be sought.
Further, like all internet-based solutions, our solutions are vulnerable to software bugs, computer viruses, malware, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of- service, or other attacks or similar disruptions from unauthorized use of our and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data, or the unauthorized acquisition of or access to data.
Further, like all internet-based solutions, our solutions are vulnerable to software bugs, computer viruses, malware, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of- service, or other attacks or similar disruptions from unauthorized use of our and third-party computer systems, any of which could lead to system interruptions, delays or shutdowns, loss of critical data, unauthorized acquisition of or access to data, or the compromise of our information technology systems.
Any of these factors could materially and adversely impact our business, financial condition, and operating results. 26 Table of Contents We face a selling cycle of variable length to secure new client agreements. We face a selling cycle of variable length, which can span from weeks to 18 months or longer, to secure a new agreement with a client.
Any of these factors could materially and adversely impact our business, financial condition, and operating results. We face a selling cycle of variable length to secure new client agreements. We face a selling cycle of variable length, which can span from weeks to 18 months or longer, to secure a new agreement with a client.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders which may discourage lawsuits with respect to such claims.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders 53 Table of Contents which may discourage lawsuits with respect to such claims.
In addition to extracting personal information and other sensitive or confidential information, such attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, security, and availability of our information or information technology systems.
In addition to extracting personal information and other sensitive or confidential information, such attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect 34 Table of Contents service reliability and threaten the confidentiality, integrity, security, and availability of our information or information technology systems.
See Part I, Item 1, “Business— Regulation—Healthcare fraud and abuse provisions.” 39 Table of Contents We are subject to health care laws and data privacy and security laws and regulations governing our Processing of personal information, including PHI, personal health records, and payment card data.
See Part I, Item 1, “Business— Regulation—Healthcare fraud and abuse provisions.” We are subject to health care laws and data privacy and security laws and regulations governing our Processing of personal information, including PHI, personal health records, and payment card data.
In addition, volatility or lack of performance in our stock price may affect our ability to attract replacements should key personnel depart. The estimates and assumptions we use to determine the size of our total addressable market may prove to be inaccurate.
In addition, volatility or lack of performance in our stock price may affect our ability to attract replacements should key personnel depart. 28 Table of Contents The estimates and assumptions we use to determine the size of our total addressable market may prove to be inaccurate.
We collect, create, receive, maintain, process, use, transmit, disclose, transfer, alter, and store (collectively, “Process”) significant amounts of personal information of patients received in connection with the utilization of our platform and otherwise in connection with the operation of our business, and other sensitive, confidential, and proprietary information such as payment data and PHI.
We collect, create, receive, maintain, process, use, transmit, disclose, transfer, alter, and store (collectively, “Process”) significant amounts of patients' personal information (including PHI) received in connection with the utilization of our platform and otherwise in connection with the operation of our business, as well as other sensitive, confidential, and proprietary information such as payment data.
In addition, vertical integration whereby healthcare provider organizations acquire EHR, PM, revenue management cycle, or similar systems may make it more challenging to establish new relationships with such providers or may lead to such provider organizations replacing our solutions with those offered by systems that they acquire.
In addition, vertical integration whereby healthcare provider organizations acquire EHR, PM, revenue 27 Table of Contents management cycle, or similar systems may make it more challenging to establish new relationships with such providers or may lead to such provider organizations replacing our solutions with those offered by systems that they acquire.
Competition for qualified management and employees in our industry is intense and identifying and recruiting qualified personnel and training them requires significant time, expense, and attention. Many of the companies with which we compete for personnel have greater financial and other resources than we do.
Competition for qualified management and employees in our industry is intense, especially for employees with expertise in AI and software, and identifying and recruiting qualified personnel and training them requires significant time, expense, and attention. Many of the companies with which we compete for personnel have greater financial and other resources than we do.
If a client or sales partner fails to comply with the applicable requirements of card networks, we could be subject to a variety of fines or penalties that may be levied by card networks.
If a client or sales partner fails to comply with the applicable requirements of card networks, we could be subject to a variety of fines or 33 Table of Contents penalties that may be levied by card networks.
The security measures that we and our third-party vendors and subcontractors have in place to ensure compliance with privacy and data protection laws may not protect our facilities and systems from security breaches or incidents, acts of vandalism or theft, computer viruses, misplaced or lost data, malfeasance, programming, and human errors or other similar events.
The security measures that we and our third-party vendors and subcontractors have in place designed to comply with privacy and data protection laws may not protect our facilities and systems from security breaches or incidents, including acts of vandalism or theft, computer viruses, misplaced or lost data, malfeasance, programming, and human errors or other similar events.
As a result, we expect even greater scrutiny by federal and state regulators, partners, and consumers of our Processing of health information, particularly with our AI-enabled solutions.
As a result, we 42 Table of Contents expect even greater scrutiny by federal and state regulators, partners, and consumers of our Processing of health information, particularly with our AI-enabled solutions.
If we encounter complications related to network configurations or settings, we may have to modify our solutions to enable them to interoperate with our clients’ and their vendors’ networks and manage clients’ transactions in the manner intended.
If we encounter complications related to network 29 Table of Contents configurations or settings, we may have to modify our solutions to enable them to interoperate with our clients’ and their vendors’ networks and manage clients’ transactions in the manner intended.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Item 1B. Unresolved Staff Comments None.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.
There can be no assurance as to the outcome of these examinations or that our assessments of the likelihood of an adverse outcome will be correct.
There can be no assurance as to the outcome 45 Table of Contents of these examinations or that our assessments of the likelihood of an adverse outcome will be correct.
The Institutional Investors also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
These investors also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
Our substantial indebtedness may: ● make it difficult for us to satisfy our financial obligations, including with respect to our indebtedness; ● limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes; ● require us to use a substantial portion of our cash flow from operations to make debt service payments instead of other purposes, thereby reducing the amount of cash flow available for future working capital, capital expenditures, acquisitions, or other general business purposes; ● expose us to the risk of increased interest rates as certain of our borrowings, including under our secured credit facilities, are at variable rates of interest; ● limit our ability to pay dividends; ● limit our flexibility to plan for, or react to, changes in our business and industry; ● place us at a competitive disadvantage compared with our less-leveraged competitors; 45 Table of Contents ● increase our vulnerability to the impact of adverse economic, competitive, and industry conditions; and ● increase our cost of borrowing.
As of December 31, 2025, there is no outstanding balance on our Revolving Credit Facility. 46 Table of Contents Our substantial indebtedness may: • make it difficult for us to satisfy our financial obligations, including with respect to our indebtedness; • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments instead of other purposes, thereby reducing the amount of cash flow available for future working capital, capital expenditures, acquisitions, or other general business purposes; • expose us to the risk of increased interest rates as certain of our borrowings, including under our Credit Facilities, are at variable rates of interest; • limit our ability to pay dividends; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared with our less-leveraged competitors; • increase our vulnerability to the impact of adverse economic, competitive, and industry conditions; and • increase our cost of borrowing.
The risk of state-supported and geopolitical-related cyber-attacks may increase in connection with the war in Ukraine and any related political or economic responses and counter-responses. In addition, competitors in our industry have suffered successful cyberattacks in the past, which may lead to us facing additional scrutiny, and we may face similar attacks ourselves.
The risk of state-supported and geopolitical-related cyber-attacks may increase in connection with political or economic conflicts. In addition, competitors in our industry have suffered successful cyberattacks in the past, which may lead to us facing additional scrutiny, and we may face similar attacks ourselves.
The terms of these indemnification agreements are generally perpetual. See Part I, Item 1, “Business—Indemnification and Insurance.” Moreover, our products and solutions may contain defects, errors, bugs, vulnerabilities, or failures that are not detected until after the software is introduced or updates and new versions are released.
See Part I, Item 1, “Business—Indemnification and Insurance.” Moreover, our products and solutions may contain defects, errors, bugs, vulnerabilities, or failures that are not detected until after the software is introduced or updates and new versions are released.
Also, some of our products and solutions rely on technologies and software developed by or licensed from third parties.
Also, some of our 36 Table of Contents products and solutions rely on technologies and software developed by or licensed from third parties.
We serve our clients primarily from third-party data-hosting facilities. These facilities are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, and similar misconduct.
We serve our clients primarily from third-party data-hosting facilities. These facilities are vulnerable to damage or interruption from climate change or extraordinary events, including adverse weather, earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, terrorism, and similar misconduct.
Recent federal government cost-cutting, efficiency, and fraud and abuse initiatives may also result in reductions in healthcare reimbursement, healthcare spending, and the federal workforce that oversees healthcare programs, which may have a significant adverse impact on our business.
Federal government healthcare reforms, cost-cutting, efficiency, and fraud and abuse initiatives, and other proposed or future changes may also result in reductions in healthcare reimbursement, healthcare spending, and the federal workforce that oversees healthcare programs, which may have a significant adverse impact on our business.
These industry participants may try to use their market power to negotiate price reductions for our products and solutions. Further, consolidation of management and billing services through integrated delivery systems may decrease demand for our products.
These industry participants may try to use their market power to negotiate price reductions for our products and solutions or otherwise exert downward pressure on prices of our products and solutions. Further, consolidation of management and billing services through integrated delivery systems may decrease demand for our products.
We incurred net losses of $19.1 million, $51.3 million, and $51.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. Our operating expenses may increase substantially in the foreseeable future, as we increase investments in our business.
We have a history of losses and we may not achieve or maintain profitability in the future. We incurred net losses of $19.1 million, $51.3 million, and $51.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. Our operating expenses may increase substantially in the foreseeable future, as we increase investments in our business.
If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our results of operations.
If 49 Table of Contents we are unable maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, expose us to increased risk of fraud or reputational harm, or harm our results of operations.
Since shares of our common stock were sold in our IPO in June 2024 at a price of $21.50 per share, our stock price has ranged from $20.26 to $42.56 through February 12, 2025.
Since shares of our common stock were sold in our IPO in June 2024 at a price of $21.50 per share, our stock price has ranged from $20.26 to $48.11 through February 11, 2026.
In addition, our ability to increase our client base will be critical to our future growth. In order to retain existing clients and attract new clients, we must provide solutions that enable our existing and prospective clients to simplify and improve the payment process, increase speed and efficiencies, and deliver exceptional client service.
In order to retain existing clients and attract new clients, we must provide solutions that enable our existing and prospective clients to simplify and improve the payment process, increase speed and efficiencies, and deliver exceptional client service.
These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
Geopolitical instability, including the conflict between Russia and Ukraine, actual and potential shifts in U.S. and foreign, trade, economic, and other policies, and rising trade tensions between the United States and China, as well as other global events, have significantly increased macroeconomic uncertainty at a global level.
General Risk Factors Our business is significantly impacted by general macroeconomic conditions. Geopolitical instability, including the conflict between Russia and Ukraine, actual and potential shifts in U.S. and foreign, trade, economic, and other policies, and rising trade tensions between the United States and other countries as well as other global events, have significantly increased macroeconomic uncertainty at a global level.
An economic downturn or increased uncertainty may also lead to increased credit and collectability risks, higher borrowing costs or reduced availability of capital and credit markets, reduced liquidity, adverse impacts on our suppliers, failures of counterparties including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments. 47 Table of Contents We have a history of losses and we may not achieve or maintain profitability in the future.
An economic downturn or increased uncertainty may also lead to increased credit and collectability risks, higher borrowing costs or reduced availability of capital and credit markets, reduced liquidity, adverse impacts on our suppliers, failures of counterparties including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments.
If we do not de-identify PHI in accordance with HIPAA’s safe harbor method or if we do not have rights or permissions to de-identify PHI, but de-identify PHI for such purposes, a regulator or client may consider such actions to be a breach of HIPAA’s requirements or of contractual requirements, and we may be subject to criminal and civil liability or other actions and our clients may not renew or terminate their contracts with us. 40 Table of Contents Many states are also enacting legislation on the use, creation, and deployment of AI.
If we do not de-identify PHI in accordance with HIPAA’s safe harbor method or if we do not have rights or permissions to de-identify PHI, but de-identify PHI for such purposes, a regulator or client may consider such actions to be a breach of HIPAA’s requirements or of contractual requirements, and we may be subject to criminal and civil liability or other actions and our clients may not renew or terminate their contracts with us.
On occasion, we enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology.
Pursuant to these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third party with respect to its technology. The terms of these indemnification agreements are generally perpetual.
While we believe we have taken reasonable steps to protect such data, techniques used to gain unauthorized access to or acquisitions of data and systems, disable or degrade service, or sabotage systems, are constantly evolving, and we may be unable to anticipate such techniques or implement adequate preventative measures to avoid unauthorized access, acquisitions of, or other adverse impacts to such data or our systems.
Techniques used to gain unauthorized access to or acquisitions of data and systems, disable or degrade service, or sabotage systems, are constantly evolving (including through the use of AI), and we may be unable to anticipate such techniques or implement adequate preventative measures to avoid unauthorized access, acquisitions of, or other adverse impacts to such data or our systems.
While certain of these rules benefit us in that certain EHR vendors will no longer be permitted to interfere with our attempts at integration, they may also make it easier for other similar companies to enter the market, creating increased competition and reducing our market share.
While certain of these rules benefit us in that certain EHR vendors will no longer be permitted to interfere with our attempts at integration, they may also make it easier for other similar companies to enter the market, creating increased competition and reducing our market share.Changes to the legal, regulatory or political environment may require management’s attention, divert resources from other areas, and expose us to potential liability.
For example, in March 2024, Utah enacted the Artificial Intelligence Policy Act, which requires disclosures to consumers about the use of AI in certain circumstances, including advance AI use disclosures by physicians and individuals in other regulated occupations. In Connecticut, proposed legislation would regulate the development, deployment, and use of certain AI systems.
Many states are also enacting legislation on the use, creation, and deployment of AI. For example, in March 2024, Utah enacted the Artificial Intelligence Policy Act, which requires disclosures to consumers about the use of AI in certain circumstances, including advance AI use disclosures by physicians and individuals in other regulated occupations.
See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy.” As a result, stockholders may not receive any return on an investment in our common stock unless they sell our common stock for a price greater than their purchase price.
See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy.” As a result, stockholders may not receive any return on an investment in our common stock unless they sell our common stock for a price greater than their purchase price. 51 Table of Contents Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
Any theft, loss, or misappropriation of, or access to, clients’, or other proprietary data, or other breach of our third-party service providers’ or vendors’ information technology systems could result in fines, legal claims, or proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, which could disrupt our operations, damage our reputation, and expose us to claims from clients, individuals, and others, any of which could have a material adverse effect on our business, financial condition, and results of operations.
Additionally, any such event could result in fines, legal claims, or proceedings, including regulatory investigations and class actions, or liability for failure to comply with privacy and information security laws, which could disrupt our operations, damage our reputation, and expose us to claims from clients, individuals, and others, any of which could have a material adverse effect on our business, financial condition, and results of operations.
Any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our products, or failure to prevent software bugs and other corruptants such as those listed above, to the satisfaction of our clients or their patients, may harm our reputation and our ability to retain existing clients, negatively affect our clients and their patients, and adversely impact our business, results of operations, and financial condition. 33 Table of Contents In addition, some of our third-party service providers and vendors also Process our personal information and other sensitive information such as our clients’ data on our behalf.
Any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our products, or failure to prevent software bugs and other corruptants such as those listed above, to the satisfaction of our clients or their patients, may harm our reputation and our ability to retain existing clients, negatively affect our clients and their patients, and adversely impact our business, results of operations, and financial condition.
We depend upon licenses from third parties for some of the technology and data used in our products and solutions, and for some of the technology platforms upon which these products and solutions are built and operate.
Our business depends on our ability to use or license data and integrate third-party technologies. We depend upon licenses from third parties for some of the technology and data used in our products and solutions, and for some of the technology platforms upon which these products and solutions are built and operate.
While we believe the information on which we base our total addressable market and the underlying estimates and assumptions is generally reliable, such information is inherently imprecise.
While we believe the information on which we base our total addressable market and the underlying estimates and assumptions is generally reliable, such information is inherently imprecise. We cannot assure you that these assumptions will prove to be accurate.
See Part III, Item 13, “Certain Relationships and Related Transactions and Director Independence—Stockholders Agreement.” In addition, the Institutional Investors, acting together, will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company.
In addition, these investors, acting together, will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our Company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our Company.
Any requirement to disclose our proprietary source code or pay damages for breach of contract could have a material adverse effect on our business, financial condition, and results of operations and could help our competitors develop products and solutions that are similar to or better than ours.
Any requirement to disclose our proprietary source code or pay damages for breach of contract could have a material adverse effect on our business, financial condition, and results of operations and could help our competitors develop products and solutions that are similar to or better than ours. 38 Table of Contents Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights.
If providers of EHR or PM solutions amend, terminate, or fail to perform their obligations under their agreements with us, we may need to seek other ways of integrating our platform with the EHR and PM systems of our clients, which could be costly and time consuming, and could adversely affect our business results. 25 Table of Contents In addition, we have entered into contracts with channel partners to market and sell certain of our solutions, which are generally on a non-exclusive basis.
If providers of EHR or PM solutions amend, terminate, or fail to perform their obligations under their agreements with us, we may need to seek other ways of integrating our platform with 26 Table of Contents the EHR and PM systems of our clients, which could be costly and time consuming, and could adversely affect our business results.
If competitive practices prevent us from passing along the higher fees to our clients in the future, we may have to absorb all or a portion of such increases, which may increase our operating costs and adversely impact our results of operations. 32 Table of Contents Further, any future regulations on processing rates being capped when applied to transaction refunds could have a negative impact on our business.
If competitive practices prevent us from passing along the higher fees to our clients in the future, we may have to absorb all or a portion of such increases, which may increase our operating costs and adversely impact our results of operations.
In addition, we are required, pursuant to Section 404(a) of the Sarbanes-Oxley Act (“Section 404”), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of our initial public offering.
In addition, we are required, pursuant to Section 404(a) of the Sarbanes-Oxley Act (“Section 404”), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
There is also risk that additional legislation at the federal and state level will give rise to major third-party payors leveraging this legislation or related changes as an opportunity to terminate and renegotiate existing reimbursement rates, which may also adversely affect our business, financial condition, results of operations, and cash flows. 42 Table of Contents Additionally, there have been numerous federal legislative and administrative actions that have affected government programs, including adjustments that have reduced or increased payments to physicians and other healthcare providers and adjustments that have affected the complexity of our work.
There is also risk that additional legislation at the federal and state level will give rise to major third-party payors leveraging this legislation or related changes as an opportunity to terminate and renegotiate existing reimbursement rates, which may also adversely affect our business, financial condition, results of operations, and cash flows.
As of December 31, 2024, we had outstanding indebtedness of approximately $1.2 billion, consisting of $1.2 billion outstanding under our First Lien Credit Facility and $80 million outstanding under our Receivables Facility and not including $12 million of finance lease obligations. Additionally, we had $400 million of availability under our Revolving Credit Facility as of December 31, 2024.
As of December 31, 2025, we had outstanding indebtedness of approximately $1.5 billion, consisting of $1.4 billion outstanding under our First Lien Credit Facility and $80 million outstanding under our Receivables Facility. Additionally, we had $500 million of availability under our Revolving Credit Facility as of December 31, 2025.
Our dependence on these third parties to support key functions of our business creates numerous risks, in particular, the risk that we may not maintain service quality, control, or effective management with respect to these operations, which, among other things, could result in our inability to meet certain obligations to our clients.
We also rely third parties with respect to internet, mobile, and other infrastructure as described under “—The successful operation of our business depends upon the performance and reliability of internet, mobile, and other infrastructure, none of which are under our control” below. 31 Table of Contents Our dependence on these third parties to support key functions of our business creates numerous risks, in particular, the risk that we may not maintain service quality, control, or effective management with respect to these operations, which, among other things, could result in our inability to meet certain obligations to our clients.
See Part I, Item 1A, “Risk Factors—Risks Related to Information Technology Systems, Cybersecurity, Data Privacy, and Intellectual Property—Privacy concerns or security breaches or incidents relating to our platform could result in economic loss, damage to our reputation, deter users from using our products, expose us to legal penalties and liability, and otherwise adversely affect our business” and Part I, Item 1A, “Risk Factors—Risks Related to Legal and Governmental Regulation—We are subject to health care laws and data privacy and security laws and regulations governing our Processing of personal information, including PHI, personal health records, and payment card data.” 29 Table of Contents Additionally, to the extent we are permitted to de-identify personal information, including PHI, and use and disclose such de-identified information for our purposes, we must determine whether such PHI has been sufficiently de-identified to comply with our contractual obligations and the privacy standards under HIPAA.
See Part I, Item 1A, “Risk Factors—Risks Related to Information Technology Systems, Cybersecurity, Data Privacy, and Intellectual Property—Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity and Part I, Item 1A, “Risk Factors—Risks Related to Legal and Governmental Regulation—We are subject to health care laws and data privacy and security laws and regulations governing our Processing of personal information, including PHI, personal health records, and payment card data.” Additionally, to the extent we are permitted to de-identify personal information, including PHI, and use and disclose such de-identified information for our purposes, we must determine whether such PHI has been sufficiently de-identified to comply with our contractual obligations and the privacy standards under HIPAA.
Conversely, if we do not reduce our pricing, we could lose clients and be unable to attract new clients to our platform, which would adversely affect our business and our results of operations.
Conversely, if we do not reduce our pricing, we could lose clients and be unable to attract new clients to our platform, which would adversely affect our business and our results of operations. 24 Table of Contents These competitive pressures could have a material adverse impact on our business, financial condition, and results of operations.
For example, Washington’s My Health My Data Act broadly defines consumer health data, creates a private right of action to allow individuals to sue for violations of the law, imposes stringent consent requirements, and grants consumers certain rights with respect to their health data, including to request deletion of their information. 34 Table of Contents In addition, varying jurisdictional requirements could increase the costs and complexity of our compliance efforts and violations of applicable data privacy laws can result in significant penalties.
For example, Washington’s My Health My Data Act broadly defines consumer health data, creates a private right of action to allow individuals to sue for violations of the law, imposes stringent consent requirements, and grants consumers certain rights with respect to their health data, including to request deletion of their information.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also undergo independent System and Organization Controls 2 (SOC 2) Type 2 audits and assessments to validate compliance with the Payment Card Industry Data Security Standard (PCI DSS) requirements. We carry a HITRUST certification and PCI certification.
Biggest changeOur program also includes independent assessments to validate compliance with the Payment Card Industry Data Security Standard (PCI DSS), for which we maintain PCI certification. The results of these audits and assessments are reported to our Board of Directors where deemed appropriate. .
To protect our information systems from cybersecurity threats, we employ technical processes as a crucial component of our multi-layered cybersecurity risk management program. These processes include firewalls, intrusion detection and prevention systems, access controls, endpoint protection, data encryption, vulnerability management, security information event management, data loss prevention, regular security assessments, and penetration testing.
To protect our information systems from cybersecurity threats, we employ technical processes as a crucial component of our multi-layered cybersecurity risk management program. These processes include firewalls, intrusion detection and prevention systems, access controls, endpoint protection, data encryption, vulnerability management, security information event management, data loss prevention, security assessments, and penetration testing.
Our cybersecurity team’s functions include security operations, vulnerability management, security engineering and architecture, compliance and audit support, threat intelligence, security awareness training, and policy development. Our cybersecurity team is also responsible for developing and executing the incident response plan.
Our cybersecurity team’s functions include security operations, vulnerability management, security engineering and architecture, risk management, compliance and audit support, threat intelligence, security awareness training, and policy development. Our cybersecurity team is also responsible for developing and executing the incident response plan.
Through this integration, we aim to optimize resource allocation, improve risk identification, and strengthen our cybersecurity governance. 54 Table of Contents Our cybersecurity risk management program is based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0) and is aimed to assess, identify, and manage risks from cybersecurity threats.
Through this integration, we aim to optimize resource allocation, improve risk identification, and strengthen our cybersecurity governance. Our cybersecurity risk management program is based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0) and is aimed to assess, identify, and manage risks from cybersecurity threats.
Our DISO’s responsibilities include managing cybersecurity risk, leading the cybersecurity team, staying informed about threats, reporting on cybersecurity performance, promoting a culture of security, and compliance and audit support. Our DISO regularly updates senior management and the Board of Directors on the performance of the cybersecurity program and the state of cybersecurity risk.
Our DISO’s responsibilities include managing cybersecurity risk, leading the cybersecurity team, staying informed about threats, reporting on cybersecurity performance, promoting a culture of security, and compliance and audit support. Our DISO regularly updates senior management and the Board of Directors on the performance of the cybersecurity program and the state of 55 Table of Contents cybersecurity risk.
We have also established procedures for promptly informing the Board of Directors of any material cybersecurity incidents outside of these scheduled briefings.
We have also established procedures for informing the Board of Directors of certain cybersecurity incidents outside of these scheduled briefings.
The processes comprising our cybersecurity risk management program include risk assessments, vulnerability scanning and penetration testing, threat intelligence monitoring, and employee training and awareness programs. To respond to and handle cybersecurity incidents, we have implemented and maintain a comprehensive incident response process that is regularly tested and updated.
The processes comprising our cybersecurity risk management program include risk assessments, vulnerability scanning and penetration testing, threat intelligence monitoring, and employee training and awareness programs. We have also implemented and maintain an incident response process designed to respond to and manage cybersecurity incidents.
Our DISO reports directly to our CTO who provides executive leadership and support for the overall technology and cybersecurity strategy. 55 Table of Contents To promote strong governance and oversight in managing cybersecurity risk, we have established a Cyber Risk Council, which is composed of our CTO, DISO, Chief Privacy Officer, Chief Financial Officer, Chief Legal & Administrative Officer, and representatives of our technology and cybersecurity teams.
To promote strong governance and oversight in managing cybersecurity risk, we have established a Cyber Risk Council, which is composed of our CTO, DISO, Chief Privacy Officer, Chief Financial Officer, Chief Legal Officer, and representatives of our technology and cybersecurity teams.
Our cybersecurity risk management program is an important component of, and integrated with, our overall enterprise risk management framework, which addresses legal, compliance, operational, and financial risks, alongside cybersecurity risks.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We have developed a cybersecurity risk management program intended to assess risks from cybersecurity threats and manage those risks. Our cybersecurity risk management program is an important component of, and integrated with, our overall enterprise risk management framework, which addresses legal, compliance, operational, and financial risks, alongside cybersecurity risks.
Because we rely on third-party vendors, including for information technology services, we have processes to oversee and identify risks from cybersecurity threats associated with our third-party vendors. These processes include vendor screening and due diligence, contractual requirements, security assessments and audits, incident response planning requirements, and ongoing monitoring.
Because we rely on third-party vendors, including for information technology services, we have processes to oversee and identify risks from cybersecurity threats associated with key third-party vendors, based on our assessment of their criticality to our operations and respective risk profile.
Our technical processes are regularly reviewed and updated. As part of our cybersecurity risk management program, we undergo regular assessments and audits by external and independent auditors. These include assessments following the Health Information Trust Alliance (HITRUST) Common Security Framework.
As part of our cybersecurity risk management program, we undergo assessments and audits by external and independent auditors. These include evaluations against the HITRUST Common Security Framework (CSF), where we have achieved the HITRUST Risk-based, 2-year (R2) Certification—the highest level of HITRUST assurance.
Removed
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We have developed a cybersecurity risk management program to regularly assess risks from cybersecurity threats and monitor our systems to manage those risks.
Added
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF 2.0 54 Table of Contents framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Removed
The results of these audits and assessments are reported to our Board of Directors, and we adjust our cybersecurity policies, standards, processes, and practices as necessary or appropriate based on the information provided by these assessments and audits.
Added
Additionally, we undergo audits in accordance with the SSAE 18 framework, specifically the System and Organization Controls 2 (SOC 2) Type 2 audit, which is designed for service organizations to demonstrate effective controls over security, availability, and confidentiality.
Added
These processes may include vendor screening and due diligence, contractual requirements, security assessments and audits, incident response planning requirements, and ongoing monitoring.
Added
Our DISO reports directly to our CTO who provides executive leadership and support for the overall technology and cybersecurity strategy.
Added
Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are co-located in Lehi, Utah and Louisville, Kentucky. In addition to our headquarters, we have offices in Atlanta, Georgia and Duluth, Georgia. All of our facilities are leased and none of our facilities are used for any purpose other than general office use.
Biggest changeItem 2. Properties Our corporate headquarters are co-located in Lehi, Utah and Louisville, Kentucky. In addition to our headquarters, we have offices in Atlanta, Georgia, Duluth, Georgia and Austin, Texas. All of our facilities are leased, and none of our facilities are used for any purpose other than general office use.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe comparisons in the graph below are based on historical data and are not indicative of, nor intended to forecast, future performance of our common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 7, June 30, July 31, August 31, September 30, October 31, ​ November 30, ​ December 31, ​ ​ 2024 ​ 2024 ​ 2024 ​ 2024 ​ 2024 ​ 2024 ​ 2024 ​ 2024 WAY ​ $ 100.00 ​ $ 103.86 ​ $ 111.11 ​ $ 131.50 ​ $ 134.73 ​ $ 137.83 ​ $ 149.18 ​ $ 177.29 Nasdaq Composite Index ​ 100.00 ​ 103.55 ​ 102.79 ​ 103.55 ​ 106.40 ​ 105.88 ​ 112.54 ​ 113.16 S&P 600 Information Technology Index ​ 100.00 ​ 101.69 ​ 106.31 ​ 104.18 ​ 104.09 ​ 98.84 ​ 109.86 ​ 103.61 *$100 invested on June 7, 2024, including reinvestment of dividends.
Biggest changeThe comparisons in the graph below are based on historical data and are not indicative of, nor intended to forecast, future performance of our common stock. 57 Table of Contents June 7, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 WAY $ 100.00 $ 103.86 $ 134.73 $ 177.29 $ 180.48 $ 197.44 $ 183.19 $ 158.21 Nasdaq Composite Index 100.00 103.55 106.40 113.16 101.54 119.78 133.45 137.08 S&P 600 Information Technology Index 100.00 101.72 104.18 103.76 87.24 100.74 115.81 123.55 __________________________________________ * $100 invested on June 7, 2024, including reinvestment of dividends.
Data for the Nasdaq Global Composite Index and the S&P 600 Information Technology Index assumes reinvestment of dividends. We did not declare cash dividends on our common stock in 2024.
Data for the Nasdaq Global Composite Index and the S&P 600 Information Technology Index assumes reinvestment of dividends. We did not declare cash dividends on our common stock in 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the Nasdaq Global Select Market under the symbol “WAY.” As of February 12, 2025, there were approximately 21 shareholders of record. This does not include persons whose stock is held in nominee or “street name” accounts through brokers.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the Nasdaq Global Select Market under the symbol “WAY.” As of February 11, 2026, there were approximately 114 stockholders of record. This does not include persons whose stock is held in nominee or “street name” accounts through brokers.
Purchases of Equity Securities by Issuer During the three months ended December 31, 2024, we did not repurchase any of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
Unregistered Sales of Equity Securities None. Purchases of Equity Securities by Issuer During the three months ended December 31, 2025, we did not repurchase any of our equity securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
Source Data : FactSet The performance graph and related information shall not be deemed “soliciting material”, is not deemed “filed” with the SEC, and is not to be incorporated by reference into any future filing under the Securities Act or Exchange Act.
Source Data: FactSet The performance graph and related information shall not be deemed “soliciting material”, is not deemed “filed” with the SEC, and is not to be incorporated by reference into any future filing under the Securities Act or Exchange Act. Item 6. Reserved 58 Table of Contents
If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time. ​ 57 Table of Contents Stock Performance Graph The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the Nasdaq Global Composite Index and the S&P 600 Information Technology Index, assuming an initial investment of $100 at the market close of June 7, 2024, the date our stock commenced trading on the Nasdaq.
Stock Performance Graph The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the Nasdaq Global Composite Index and the S&P 600 Information Technology Index, assuming an initial investment of $100 at the market close of June 7, 2024, the date our stock commenced trading on the Nasdaq.
Removed
Unregistered Sales of Equity Securities During the twelve months ended December 31, 2024, we granted an aggregate of 4,003,703 stock options which were not registered under the Securities Act to employees, directors, and consultants under our 2019 Stock Incentive Plan and 2024 Equity Incentive Plan, with per share exercise prices ranging from $21.50 to $37.20.
Added
If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time.
Removed
In addition, we issued 2,420 shares of common stock that were not registered under the Securities Act to employees, directors, or consultants under our 2019 Stock Incentive Plan upon the exercise of vested stock options with per share exercise prices ranging from $16.53 to $36.37.
Removed
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
Removed
The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.
Removed
The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were placed upon the stock certificates issued in these transactions.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations for the Years Ended December 31, 2024, 2023 and 2022 The following table provides consolidated operating results for the periods indicated and percentage of revenue for each line item: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ 2024 vs 2023 Change ​ 2023 vs 2022 Change ($in thousands) ($) (%) ($) (%) ($) (%) ($) (%) ($) (%) Revenue ​ 943,549 100.0 ​ 791,010 100.0 ​ 704,874 ​ 100.0 ​ 152,539 ​ 19.3 ​ 86,136 12.2 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue (exclusive of depreciation and amortization) ​ 315,730 33.5 ​ 249,767 31.6 ​ 214,891 ​ 30.5 ​ 65,963 ​ 26.4 ​ 34,876 16.2 Sales and marketing ​ 156,935 16.6 ​ 124,437 15.7 ​ 111,470 ​ 15.8 ​ 32,498 ​ 26.1 ​ 12,967 11.6 General and administrative ​ 111,753 11.8 ​ 62,924 8.0 ​ 73,089 ​ 10.4 ​ 48,829 ​ 77.6 ​ (10,165) (13.9) Research and development ​ 48,775 5.2 ​ 35,332 4.5 ​ 32,807 ​ 4.7 ​ 13,443 ​ 38.0 ​ 2,525 7.7 Depreciation and amortization ​ 186,631 19.8 ​ 176,467 22.3 ​ 183,167 ​ 26.0 ​ 10,164 ​ 5.8 ​ (6,700) (3.7) Total operating expenses ​ 819,824 86.9 ​ 648,927 82.0 ​ 615,424 ​ 87.3 ​ 170,897 ​ 26.3 ​ 33,503 5.4 Income from operations ​ 123,725 13.1 ​ 142,083 18.0 ​ 89,450 ​ 12.7 ​ (18,358) ​ (12.9) ​ 52,633 58.8 Other expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ (141,762) (15.0) ​ (198,309) (25.1) ​ (148,967) ​ (21.1) ​ 56,547 ​ (28.5) ​ (49,342) 33.1 Related party interest expense ​ (4,508) (0.5) ​ (7,608) (1.0) ​ (6,358) ​ (0.9) ​ 3,100 ​ (40.7) ​ (1,250) 19.7 Income/(loss) before income taxes ​ (22,545) (2.4) ​ (63,834) (8.1) ​ (65,875) ​ (9.3) ​ 41,289 ​ (64.7) ​ 2,041 (3.1) Income tax expense/(benefit) ​ (3,420) (0.4) ​ (12,500) (1.6) ​ (14,420) ​ (2.0) ​ 9,080 ​ (72.6) ​ 1,920 (13.3) Net income/(loss) ​ (19,125) (2.0) ​ (51,334) (6.5) ​ (51,455) ​ (7.3) ​ 32,209 ​ (62.7) ​ 121 (0.2) ​ Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 ​ 2023 ​ 2022 ​ 2024 vs 2023 Change ​ 2023 vs 2022 Change ($in thousands) ($) (%) ($) (%) ($) (%) ($) (%) ($) (%) Revenue ​ ​ ​ ​ ​ ​ ​ ​ Subscription revenue ​ 457,975 48.5 ​ 401,013 50.7 ​ 366,717 ​ 52.0 ​ 56,962 ​ 14.2 ​ 34,296 9.4 Volume-based revenue ​ 479,913 50.9 ​ 386,276 48.8 ​ 335,452 ​ 47.6 ​ 93,637 ​ 24.2 ​ 50,824 15.2 Services and other revenue ​ 5,661 0.6 ​ 3,721 0.5 ​ 2,705 ​ 0.4 ​ 1,940 ​ 52.1 ​ 1,016 37.6 Total Revenue ​ 943,549 100.0 ​ 791,010 100.0 ​ 704,874 ​ 100.0 ​ 152,539 ​ 19.3 ​ 86,136 12.2 ​ Revenue was $943.5 million for the year ended December 31, 2024 as compared to $791.0 million for the year ended December 31, 2023, an increase of $152.5 million, or 19.3%, of which $57.0 million was attributed to subscription revenue from new and existing clients, with $54.8 million generated by provider solutions, and $2.2 million generated from patient payments solutions.
Biggest changeThe following table provides consolidated operating results for the periods indicated and percentage of revenue for each line item: Years ended December 31, 2025 2024 2025 vs 2024 Change ($ in thousands) ($) (%) ($) (%) ($) (%) Revenue $ 1,099,278 100.0 % $ 943,549 100.0 % $ 155,729 16.5 % Operating expenses Cost of revenue (exclusive of depreciation and amortization) 348,162 31.7 315,730 33.5 32,432 10.3 Sales and marketing 178,017 16.2 156,935 16.6 21,082 13.4 General and administrative 128,623 11.7 111,753 11.8 16,870 15.1 Research and development 54,623 5.0 48,775 5.2 5,848 12.0 Depreciation and amortization 140,548 12.8 186,631 19.8 (46,083) (24.7) Total operating expenses 849,973 77.3 ` 819,824 86.9 30,149 3.7 Income from operations 249,305 22.7 123,725 13.1 125,580 101.5 Other expense Interest expense (74,063) (6.7) (141,762) (15.0) 67,699 (47.8) Related party interest expense (3,479) (0.3) (4,508) (0.5) 1,029 (22.8) Income/(loss) before income taxes 171,763 15.6 (22,545) (2.4) 194,308 NM Income tax expense/(benefit) 59,674 5.4 (3,420) (0.4) 63,094 NM Net income/(loss) $ 112,089 10.2 % $ (19,125) (2.0) % $ 131,214 NM Revenue Years ended December 31, 2025 2024 2025 vs 2024 Change ($ in thousands) ($) (%) ($) (%) ($) (%) Revenue Subscription revenue $ 558,408 50.8 % $ 457,975 48.5 % $ 100,433 21.9 % Volume-based revenue 534,755 48.6 479,913 50.9 54,842 11.4 Services and other revenue 6,115 0.6 5,661 0.6 454 8.0 Total Revenue $ 1,099,278 100.0 % $ 943,549 100.0 % $ 155,729 16.5 % Revenue was $1,099.3 million for the year ended December 31, 2025 as compared to $943.5 million for the year ended December 31, 2024, an increase of $155.7 million, or 16.5%, of which $100.4 million was attributed to subscription revenue from new and existing clients, almost all of which is generated by provider solutions.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of Waystar Holding Corp. (“Waystar”, the “Company”, “we”, “us”, and “our”) financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of Waystar Holding Corp. (“Waystar”, the “Company”, “we”, “us”, and “our”) should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K.
Income Tax Benefit Income tax benefit includes current income tax and income tax credits from deferred taxes. Income tax benefit is recognized in profit and loss except to the extent that it relates to items recognized in equity or other comprehensive income, in which case the income tax expense is also recognized in equity or other comprehensive income.
Income Tax Expense/(Benefit) Income tax expense/(benefit) includes current income tax and income tax credits from deferred taxes. Income tax expense/(benefit) is recognized in profit and loss except to the extent that it relates to items recognized in equity or other comprehensive income, in which case the income tax expense is also recognized in equity or other comprehensive income.
Non-GAAP Financial Measures We present adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income/(loss), and non-GAAP net income/(loss) per share as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.
Non-GAAP Financial Measures We present adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, and non-GAAP net income per share as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.
For our annual goodwill impairment test during the year ended December 31, 2023, we elected to perform a qualitative assessment. Our assessment of relevant events and circumstances was designed to indicate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
For our annual goodwill impairment test during the year ended December 31, 2025, we elected to perform a qualitative assessment. Our assessment of relevant events and circumstances was designed to indicate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
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.
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-12 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 12-month period.
In connection with the closing of the IPO, we repaid $909.1 million outstanding principal amount and $2.8 million accrued interest on our First Lien Credit Facility and incurred debt extinguishment costs of $9.8 million related to the write-off of unamortized debt issuance costs.
Impacts of the IPO • Debt Repayment . In connection with the closing of the IPO, we repaid $909.1 million outstanding principal amount and $2.8 million accrued interest on our First Lien Credit Facility and incurred debt extinguishment costs of $9.8 million related to the write-off of unamortized debt issuance costs.
On July 5, 2024, pursuant to the option granted to the underwriters for a period of 30 days from the date of the prospectus to purchase up to 6,750,000 additional shares of common stock from us at the IPO price less the underwriting discount, the underwriters exercised the right to purchase 5,059,010 additional shares of common stock, resulting in additional net proceeds of $102.8 million, after deducting underwriting discounts and commissions of $6.0 million.
On July 5, 2024, pursuant to the option granted to the underwriters for a period of 30 days from the date of the prospectus to purchase up to 6,750,000 additional shares of common stock from us at the IPO price less the underwriting discount, the underwriters exercised the right to purchase 5,059,010 additional shares of common stock, resulting in additional net 59 Table of Contents proceeds of $102.8 million, after deducting underwriting discounts and commissions of $6.0 million.
In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties, and other factors outside the Company’s control, as well as assumptions, such as our plans, objectives, expectations, and intentions.
In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties, and other factors outside our control, as well as assumptions, such as our plans, objectives, expectations, and intentions.
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 the years ended December 31, 2024 and 2023.
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 the years ended December 31, 2025 and 2024.
In addition, the Borrower may elect to permanently terminate or reduce all or a portion of the revolving credit commitments and the letter of credit sub-limit under the revolving credit facility at any time without premium or penalty. The First Lien Credit Agreement also includes customary representations, warranties, covenants, and events of default (with customary grace periods, as applicable).
In addition, the Borrower may elect to permanently terminate or reduce all or a portion of the revolving credit commitments and the letter of credit sub-limit under the Revolving Credit Facility at any time without premium or penalty. 69 Table of Contents The First Lien Credit Agreement also includes customary representations, warranties, covenants, and events of default (with customary grace periods, as applicable).
We leverage AI as well as proprietary, advanced algorithms to automate payment-related workflow tasks and drive continuous improvement, which enhances claim and billing accuracy, enriches data integrity, and reduces labor costs for providers.
We leverage AI as well as proprietary, advanced algorithms to automate payment-related workflow tasks and drive continuous improvement, which enhances claim and billing accuracy, strengthens data integrity, and reduces labor costs for providers.
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.
To calculate our Net Revenue Retention Rate, we first accumulate the total amount invoiced during the 12 months ending with the prior period-end, or Prior Period Invoices. We then calculate the total amount invoiced to those same clients for the 12 months ending with the current period-end, or Current Period Invoices.
Our single operating segment is also our single reporting unit as we do not have segment managers and there is no discrete information reviewed at a level lower than the consolidated entity level. All of our assets and liabilities are assigned to this single reporting unit.
Our single operating segment is also our single reporting unit as 71 Table of Contents we do not have segment managers and there is no discrete information reviewed at a level lower than the consolidated entity level. All of our assets and liabilities are assigned to this single reporting unit.
Goodwill and Long-Lived Assets Goodwill and long-lived assets comprise 88.7% of our total assets as of December 31, 2024. Goodwill represents the excess of consideration paid over the estimated fair value of the net intangible and identifiable intangible assets acquired in business combinations. We evaluate goodwill for impairment annually on October 1st or whenever there is an impairment indicator.
Goodwill and Long-Lived Assets Goodwill and long-lived assets comprise 91.7% of our total assets as of December 31, 2025. Goodwill represents the excess of consideration paid over the estimated fair value of the net intangible and identifiable intangible assets acquired in business combinations. We evaluate goodwill for impairment annually on October 1st or whenever there is an impairment indicator.
Non-GAAP Net Income / (Loss) and Non-GAAP Net Income / (Loss) 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, IPO related costs, costs related to amended debt agreements and amortization of intangibles.
Non-GAAP Net Income / (Loss) and Non-GAAP Net Income / (Loss) 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 Secondary Offerings, costs related to amended debt agreements and amortization of intangibles.
The Borrower is required to repay installments on the first lien term loans in quarterly principal amounts equal to approximately $2.9 million on the last business day of each March, June, September, and December of each year, with the balance payable on October 22, 2029.
The Borrower is required to repay installments on the first lien term loans in quarterly principal amounts equal to approximately $3.5 million on the last business day of each March, June, September, and December of each year, with the balance payable on October 22, 2029.
As of December 31, 2024 and 2023, we were in compliance with the covenants under the First Lien Credit Agreement.
As of December 31, 2025 and 2024, we were in compliance with the covenants under the First Lien Credit Agreement.
Depreciation and Amortization Depreciation and amortization consists of the depreciation of property and equipment and amortization of certain intangible assets, including capitalized software. 61 Table of Contents Other Expense Other expense consists primarily of interest expense and related-party interest expense, inclusive of the impact of interest rate swaps.
Depreciation and Amortization Depreciation and amortization consists of the depreciation of property and equipment and amortization of certain intangible assets, including capitalized software. Other Expense Other expense consists primarily of interest expense and related-party interest expense, inclusive of the impact of interest rate swaps.
On December 31, 2024 and 2023, we had restricted cash of $22.4 million and $9.8 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.
On December 31, 2025 and 2024, we had restricted cash of $15.5 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.
On December 30, 2024, the Borrower and certain lenders amended the First Lien Credit Agreement to, among other things, (i) fully refinance the Borrower’s $1,166,772,750 aggregate outstanding principal amount of term loans under the Existing Credit Agreement with replacement term loans bearing reduced interest at a rate per annum equal to, at the election of the Borrower, either (a) Adjusted Term SOFR (as defined in the First Lien Credit Agreement) subject to a floor of 0.00%, plus an applicable rate of 2.25% (compared to the previous applicable rate of 2.75%) or (b) the Alternate Base Rate (as defined in the First Lien Credit Agreement) subject to a floor of 1.00%, plus an applicable rate of 1.25% (compared to the previous applicable rate of 1.75%), (ii) increase the maximum borrowing capacity under the Revolving Credit Facility from $342.5 million to $400.0 million and (iii) reduce the interest rates under the Revolving Credit Facility to (a) Adjusted Term SOFR, plus an initial applicable rate of 1.75% (compared to the previous applicable rate of 2.25%) with adjustments to an applicable rate between 1.75% and 2.50% and (b) the Alternate Base Rate, plus an initial applicable rate of 0.75% (compared to the previous applicable rate of 1.25%) with adjustments to an applicable rate between 0.75% and 1.50%.
On June 27, 2024, the Borrower and certain lenders amended the First Lien Credit Agreement to, among other things, reprice the outstanding balance to an interest rate of 2.75% per annum above the SOFR rate with a minimum base of 0.00%. 68 Table of Contents On December 30, 2024, the Borrower and certain lenders amended the First Lien Credit Agreement to, among other things, (i) fully refinance the Borrower’s $1,17 billion aggregate outstanding principal amount of term loans under the Existing Credit Agreement with replacement term loans bearing reduced interest at a rate per annum equal to, at the election of the Borrower, either (a) Adjusted Term SOFR (as defined in the First Lien Credit Agreement) subject to a floor of 0.00%, plus an applicable rate of 2.25% (compared to the previous applicable rate of 2.75%) or (b) the Alternate Base Rate (as defined in the First Lien Credit Agreement) subject to a floor of 1.00%, plus an applicable rate of 1.25% (compared to the previous applicable rate of 1.75%), (ii) increase the maximum borrowing capacity under the Revolving Credit Facility from $342.5 million to $400.0 million and (iii) reduce the interest rates under the Revolving Credit Facility to (a) Adjusted Term SOFR, plus an initial applicable rate of 1.75% (compared to the previous applicable rate of 2.25%) with adjustments to an applicable rate between 1.75% and 2.50% and (b) the Alternate Base Rate, plus an initial applicable rate of 0.75% (compared to the previous applicable rate of 1.25%) with adjustments to an applicable rate between 0.75% and 1.50%.
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.
Cost of revenue also includes costs for third-party technology such as 61 Table of Contents interchange fees and infrastructure related to the operations of our platform, including communicating and processing patient pa yments, and services to support the delivery of our solutions.
Adjusted EBITDA and Adjusted EBITDA Margin We define adjusted EBITDA as net loss before interest expense, net, income tax 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 related costs. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.
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 costs related to our IPO and the Secondary Offerings.
The invoices for acquired clients are included starting in the first full calendar quarter after the date of acquisition. Liquidity and Capital Resources Overview We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs.
The invoices for acquired clients are included starting in the first full calendar quarter after the date of acquisition. Our customer count as of December 31, 2025 includes 44 clients from the Iodine acquisition. Liquidity and Capital Resources Overview We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs.
As of December 31, 2024, we had $1,164 million of outstanding borrowings on the first lien term loan and $400 million of availability under the revolving credit facility under the First Lien Credit Agreement, and outstanding letters of credit of $0 million under the First Lien Credit Agreement.
As of December 31, 2025, we had $1,401.2 million of outstanding borrowings on the first lien term loan and $500 million of availability under the Revolving Credit Facility under the First Lien Credit Agreement, and outstanding letters of credit of $0 million under the First Lien Credit Agreement.
This incident and our response to it generated approximately $34 million in additional revenue in the year ended December 31, 2024 due to increased win rates above our historically competitive rates and associated accelerated implementation timeline. Impacts of the IPO ● Debt Repayment .
This incident and our response to it generated approximately $11 million in additional revenue in the year ended December 31, 2025 and $34 60 Table of Contents million in additional revenue in the year ended December 31, 2024 due to increased win rates above our historically competitive rates and associated accelerated implementation timeline.
See Part II, Item 8, “Financial Statements—Note 1 (Business)”, for more information. 59 Table of Contents Significant Items Affecting Comparability We believe that the future growth and profitability of our business, and the comparability of our results from period to period, depend on numerous factors, including the following: Our Ability to Expand our Relationship with Existing Clients As our clients grow their businesses and provide more services and see more patients, our volume-based revenues also increase.
Significant Items Affecting Comparability We believe that the future growth and profitability of our business, and the comparability of our results from period to period, depend on numerous factors, including the following: Our Ability to Expand our Relationship with Existing Clients As our clients grow their businesses and provide more services and see more patients, our volume-based revenues also increase.
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. 64 Table of Contents Adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income / (loss), and non-GAAP net income / (loss) per share 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.
Adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, and non-GAAP net income per share are not recognized terms under GAAP and should not be considered as an alternative to net income/(loss), net income/(loss) per share or net income/(loss) margin as measures of financial performance or cash provided by operating activities as a 64 Table of Contents measure of liquidity, or any other performance measure derived in accordance with GAAP.
The following table presents our Net Revenue Retention Rate for December 31, 2024, 2023 and 2022, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve months ended December 31, ($in thousands) 2024 ​ 2023 2022 Net Revenue Retention Rate 110.1 % 108.6 % 109.5 % ​ Our Net Revenue Retention Rate compares twelve months of client invoices for our solutions at two period end dates.
The following table presents our Net Revenue Retention Rate for December 31, 2025 and 2024, respectively: Twelve months ended December 31, ($in thousands) 2025 2024 Net Revenue Retention Rate 112.0 % 110.1 % Our Net Revenue Retention Rate compares 12 months of client invoices for our solutions at two period end dates.
We believe we have high visibility into our volume-based and subscription revenue from existing clients. We refer to the solutions our clients use to better process and understand their payment workflows from payers as provider solutions, and we refer to the products that assist healthcare providers in collecting payments from patients as patient payment solutions.
We refer to the solutions our clients use to better process and understand their payment workflows from payers as provider solutions, and we refer to the products that assist healthcare providers in collecting payments from patients as patient payment solutions.
For the twelve months ended December 31, 2024, our Net Revenue Retention Rate was 110.1% and we have 1,203 clients as of December 31, 2024 generating over $100,000 over the same twelve-month period.
For the 12 months ended December 31, 2025, our Net Revenue Retention Rate was 112.0% and we have 1,391 clients as of December 31, 2025 generating over $100,000 over the same 12-month period.
Cash Flows Used in Investing Activities Cash flows used in investing activities were $27.3 million for the year ended December 31, 2024 as compared to $61.5 million for the year ended December 31, 2023.
Net Cash Used in Investing Activities Cash flows used in investing activities were $680.9 million for the year ended December 31, 2025 as compared to $27.3 million for the year ended December 31, 2024.
These costs will generally be expensed under general and administrative expenses. 60 Table of Contents Components of Results of Operations Revenue We primarily generate two types of revenue: (i) subscription revenue and (ii) volume-based revenue, which account for 99% of total revenue for all periods presented.
These costs will generally be expensed under general and administrative expenses. Components of Results of Operations Revenue We primarily generate two types of revenue: (i) subscription revenue and (ii) volume-based revenue, which account for 99% of total revenue for all periods presented. We believe we have high visibility into our volume-based and subscription revenue from existing clients.
Customer Count with >$100,000 Revenue We also regularly monitor and review our count of clients who generate more than $100,000 of revenue. 66 Table of Contents The following table sets forth our count of clients who generate more than $100,000 of revenue for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, (For the 12 month period ended) ​ 2024 ​ 2023 ​ 2022 Customer Count with > $100,000 Revenue 1,203 1,046 982 ​ 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 following table sets forth our count of clients who generate more than $100,000 of revenue for the periods presented: Year ended December 31, (For the 12 month period ended) 2025 2024 Customer Count with > $100,000 Revenue 1,391 1,203 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 12 months.
Other Expense Total interest expense was $146.3 million for the year ended December 31, 2024 as compared to $205.9 million for the year ended December 31, 2023, a decrease of $59.6 million, or 29.0%. The decrease was driven by the First Lien Credit Facility paydown during 2024 totaling $1.0 billion and the full paydown of the Second Lien Credit Facility.
Interest Expense Total interest expense was $77.5 million for the year ended December 31, 2025 as compared to $146.3 million for the year ended December 31, 2024, a decrease of $68.7 million, or 47.0%. The decrease was driven by the First Lien Credit Facility paydown during 2024 totaling $1.0 billion and the full paydown of the Second Lien Credit Facility.
Revenues are recognized net of any taxes collected from clients and subsequently remitted to governmental authorities. We derive revenue primarily from providing access to our solutions for use in the healthcare industry and in doing so generate two types of revenue: (i) subscription revenue and (ii) volume-based revenue, which account for 99% of total revenue for all periods presented.
We derive revenue primarily from providing access to our solutions for use in the healthcare industry and in doing so generate two types of revenue: (i) subscription revenue and (ii) volume-based revenue, which account for 99% of total 70 Table of Contents revenue for all periods presented.
Due to the relocation of one of our offices, we reduced the useful life of the related finance lease and leasehold improvement assets which represented $17.9 million of accelerated depreciation for the year ended December 31, 2024. This was offset by several intangibles fully matured in 2024, driving a decrease in intangible amortization.
Due to the relocation of one of our offices, we reduced the useful life of the related finance lease and leasehold improvement assets, which represented $17.9 million of accelerated depreciation for the year ended December 31, 2024.
The accounts receivable owned by the Receivables Borrower are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. The Receivables Financing Agreement also contains customary representations, warranties, covenants, and default provisions. As of December 31, 2024, the Receivables Borrower had $80 million in outstanding borrowings under the Receivables Financing Agreement.
The Receivables Borrower pledges the receivables as security for loans. The accounts receivable owned by the Receivables Borrower are separate and distinct from our other assets and are not available to our other creditors should we become insolvent. The Receivables Financing Agreement also contains customary representations, warranties, covenants, and default provisions.
Implementation services are not considered performance obligations as they do not provide a distinct service to clients without the use of our software solutions. As such, implementation fees related to our solutions are billed upfront and recognized ratably over the contract term. Implementation fees and hardware sales represent less than 1% of total revenue for all periods presented.
As such, implementation fees related to our solutions are billed upfront and recognized ratably over the contract term. Implementation fees and hardware sales represent less than 1% of total revenue for all periods presented.
Another $50.8 million was attributed to volume-based revenue primarily related to expansion of existing client usage and acquired clients, of which $20.9 million was generated by provider solutions and $29.9 million by patient payments solutions.
Another $54.8 million of the increase in revenues was attributed to volume-based revenue, primarily related to expansion of existing client usage and acquired clients, of which $21.2 million of the volume-based increase was generated by provider solutions and $33.6 million by patient payments solutions.
Cash Flows Provided By (Used In) Financing Activities Cash flows provided by financing activities were $16.7 million for the year ended December 31, 2024 as compared to cash flows used of $17.2 million for the year ended December 31, 2023.
Net Cash Provided By Financing Activities Cash flows provided by financing activities were $243.5 million for the year ended December 31, 2025 as compared to $16.7 million for the year ended December 31, 2024.
Income Tax Expense/ (Benefit) Income tax benefit was $3.4 million for the year ended December 31, 2024, as compared to an income tax benefit of $12.5 million for the year ended December 31, 2023, a decrease of $9.1 million.
Income Tax Expense/ (Benefit) Income tax expense was $59.7 million for the year ended December 31, 2025, as compared to an income tax benefit of $3.4 million for the year ended December 31, 2024, an increase of $63.1 million.
Research and Development Research and development expense was $48.8 million for the year ended December 31, 2024 as compared to $35.3 million for the year ended December 31, 2023, an increase of $13.4 million, or 38.0%. The increase was driven by higher personnel costs, net of capitalized expenses, of $7.3 million increase and increased third party consulting and engineering efforts.
Research and Development Research and development expense was $54.6 million for the year ended December 31, 2025 as compared to $48.8 million for the year ended December 31, 2024, an increase of $5.8 million, or 12.0%. The increase was driven by higher personnel costs, net of capitalized expenses, of $5.0 million.
Overview Waystar provides healthcare organizations with mission-critical cloud software that simplifies healthcare payments. Our enterprise-grade platform streamlines the complex and disparate processes our healthcare provider clients must manage to be reimbursed correctly, while improving the payments experience for providers, patients, and payers.
Overview Waystar provides healthcare organizations with mission-critical AI-powered software that simplifies healthcare payments for providers across the continuum of care. Our enterprise-grade platform streamlines the complex and disparate processes our healthcare providers must manage to ensure accurate reimbursement and improves the payments experience for providers, patients, and payers.
Management uses these non-GAAP financial measures 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 these non-GAAP financial measures 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 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.
Long-lived assets are amortized over their useful lives. We evaluate the remaining useful life of long-lived assets periodically to determine if events or changes in circumstances warrant a revision to the remaining period of amortization.
As a result of this analysis, our fair value under each method exceeded our carrying value and therefore, no impairment was recorded. Long-lived assets are amortized over their useful lives. We evaluate the remaining useful life of long-lived assets periodically to determine if events or changes in circumstances warrant a revision to the remaining period of amortization.
Cost of Revenue (Exclusive of Depreciation and Amortization) Cost of revenue was $315.7 million for the year ended December 31, 2024 as compared to $249.8 million for the year ended December 31, 2023, an increase of $66.0 million, or 26.4%.
Cost of Revenue (Exclusive of Depreciation and Amortization) Cost of revenue was $348.2 million for the year ended December 31, 2025 as compared to $315.7 million for the year ended December 31, 2024, an increase of $32.4 million, or 10.3%. The increase was primarily driven by revenue growth.
For the year ended December 31, 2024, we generated revenue of $943.5 million (reflecting a 19.3% increase compared to revenue of $791.0 million for the same period in the prior year), net loss of $19.1 million (compared to net loss of $51.3 million for the same period in the prior year), and Adjusted EBITDA of $383.5 million (reflecting a 14.9% increase compared to Adjusted EBITDA of $333.7 million for the same period in the prior year).
For the year ended December 31, 2025, we generated revenue of $1,099.3 million (reflecting a 16.5% increase compared to revenue of $943.5 million for the prior year), net income of $$112.1 million (compared to net loss of $19.1 million for the prior year), and Adjusted EBITDA of $462.1 million (reflecting a 20.5% increase compared to Adjusted EBITDA of $383.5 million for the prior year).
Volume-based services are priced based on transaction, dollar volume, or provider count in a given period. Given the nature of the promise is based on unknown quantities or outcomes of services to be performed over the contract term, the volume-based fee is determined to be variable consideration.
Given the nature of the promise is based on unknown quantities or outcomes of services to be performed over the contract term, the volume-based fee is determined to be variable consideration. The volume-based transaction fees are recognized each day using a time-elapsed output method based on the volume or transaction count at the time the clients’ transactions are processed.
As each day of providing access to the software solutions is substantially the same and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services. 71 Table of Contents Revenue from our subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the client.
As each day of providing access to the software solutions is substantially the same and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services.
We utilized both an income approach and market approach to calculate a fair value of our single reporting unit, Waystar, and compared that value to the company’s carrying value as of October 1, 2024. As a result of this analysis, our fair value under each method exceeded our carrying value and therefore, no impairment was recorded.
Our most recent quantitative assessment was performed as of October 1, 2024. We utilized both an income approach and market approach to calculate a fair value of our single reporting unit, Waystar, and compared that value to our carrying value as of October 1, 2024.
The decrease was primarily driven by our net loss has decreased year over year, which is driven by a decrease in interest expense for the year ended December 31, 2024.
The increase was primarily driven by our net income/(loss) increase year over year, which was driven by an increase in operating net income and a decrease in interest expense for the year ended December 31, 2025. See explanations above for details.
Critical accounting policies are those that we consider to be the most important in portraying our financial condition and results of operations and also require the greatest amount of judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions.
Judgments or uncertainties regarding the application of these policies may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements.
This increase was largely driven by the changes in working capital, increases in revenue and profits, and decreases in the cash paid for interest due to the multiple paydowns on our First Lien Credit Facility in 2024. 67 Table of Contents Cash flows provided by operating activities were $51.5 million for the year ended December 31, 2023 as compared to $102.6 million for the year ended December 31, 2022.
This increase was largely driven by increases in revenue and profits, decreases in cash paid for interest due to the multiple paydowns on our First Lien Credit Facility in 2024, and changes in working capital.
Depreciation and Amortization Depreciation and amortization expense was $186.6 million for the year ended December 31, 2024, as compared to $176.5 million for the year ended December 31, 2023, an increase of $10.2 million, or 5.8%.
Depreciation and Amortization Depreciation and amortization expense was $140.5 million for the year ended December 31, 2025, as compared to $186.6 million for the year ended December 31, 2024, a decrease of $46.1 million, or 24.7%.
The increase was primarily driven by $28.5 million in increased costs stemming from higher transaction volume and associated third-party costs, including higher platform usage, of which approximately $9.5 million was from costs associated with provider solutions and $19.0 million from patient payments solutions. In addition, there was a $4.6 million increase in personnel costs.
The increase consists of $19.7 million in increased costs stemming from higher transaction volume and associated third-party costs, including higher platform usage, of which approximately $23.0 million was third-party costs with payment solutions.
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are described in Note 2, “Significant Accounting Policies,” of the accompanying consolidated financial statements included elsewhere in this report.
Critical Accounting Policies and Estimates The above discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and disclosures of contingent assets and liabilities.
The increase was due to the proceeds from our IPO net of third-party IPO issuance costs (see Part II, Item 8, “Financial Statements—Note 1”), as well as the issuance of debt, net of creditor fees (see Part II, Item 8, “Financial Statements—Note 11).
These increases were partially offset by a decrease due to the proceeds from our IPO net of third-party IPO issuance costs (see Part II, Item 8, “Financial Statements—Note 1”) during the year ended December 31, 2024, as well as the issuance of debt, net of creditor fees (see Part II, Item 8, “Financial Statements—Note 13) in the prior period.
Non-GAAP net income / (loss) per share is shown on both a basic and diluted basis and is defined as non-GAAP net income / (loss) divided by the basic or diluted weighted-average shares, respectively. 65 Table of Contents The following table presents a reconciliation of net loss to non-GAAP net income / (loss) and non-GAAP net income / (loss) per share for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ($in thousands) 2024 ​ 2023 2022 Net income/(loss) $ (19,125) ​ $ (51,334) $ (51,455) Stock-based compensation expense ​ 54,437 ​ 8,848 ​ 8,003 Acquisition and integration costs ​ 859 ​ 3,947 ​ 2,208 Asset and lease impairments (b) ​ ​ — ​ — ​ ​ 10,856 Costs related to amended debt agreements ​ 14,138 ​ 393 ​ 1,549 IPO related costs ​ 2,140 ​ 1,977 ​ 275 Other (a) ​ ​ 19,445 ​ — ​ ​ — Intangible amortization ​ ​ 147,887 ​ 159,406 ​ ​ 167,485 Tax effect of adjustments ​ (50,170) ​ (36,660) ​ (39,979) Non-GAAP net income/(loss) ​ $ 169,611 ​ $ 86,577 ​ $ 98,942 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP net income/(loss) per share: ​ ​ ​ ​ ​ Basic ​ $ 1.13 ​ $ 0.71 ​ $ 0.81 Diluted ​ $ 1.09 ​ $ 0.68 ​ $ 0.78 Weighted-average shares outstanding: ​ ​ ​ ​ ​ Basic ​ ​ 149,915,839 ​ 121,675,430 ​ ​ 121,684,771 Diluted ​ 155,677,094 ​ 126,888,989 ​ 126,504,566 (a) Adjustments relate to additional lease costs of $1.6 million and accelerated depreciation of $17.9 million due to the relocation of our Louisville office.
Non-GAAP net income / (loss) per share is shown on both a basic and diluted basis and is defined as non-GAAP net income / (loss) divided by the basic or diluted weighted-average shares, respectively. 65 Table of Contents The following table presents a reconciliation of net income / (loss) to non-GAAP net income / (loss) and non-GAAP net income / (loss) per share for the years ended December 31, 2025 and 2024: Years ended December 31, ($in thousands) 2025 2024 Net income/(loss) $ 112,089 $ (19,125) Stock-based compensation expense 42,069 54,437 Acquisition and integration costs 21,074 859 Costs related to amended debt agreements 2,580 14,138 IPO and Secondary Offering related expenses 4,657 2,140 Other (a) 1,913 19,445 Intangible amortization 118,609 147,887 Tax effect of adjustments (40,089) (50,170) Non-GAAP net income/(loss) $ 262,902 $ 169,611 Non-GAAP net income/(loss) per share: Basic $ 1.48 $ 1.13 Diluted $ 1.42 $ 1.09 Weighted-average shares outstanding: Basic 177,926,745 149,915,839 Diluted 184,783,285 155,677,094 ____________________________________ (a) For the year ended December 31, 2025, adjustments relate to additional lease costs due to the relocation of our Louisville office totaling $1.3 million and executive severance totaling $0.6 million.
Indebtedness First Lien Credit Facilities Our indirect wholly-owned subsidiary, Waystar Technologies, Inc., a Delaware corporation (the “Borrower”), is the Borrower under a first lien credit agreement, dated as of October 22, 2019 (as amended from time to time, the “First Lien Credit Agreement”), that initially provided for an $825.0 million senior secured first lien term loans and commitments under a revolving credit facility in an aggregate principal amount of $125.0 million, with a sub-commitment for issuance of letters of credit of $25.0 million.
Indebtedness First Lien Credit Facilities Our indirect wholly-owned subsidiary, Waystar Technologies, Inc., a Delaware corporation (the “Borrower”), is the Borrower under a first lien credit agreement, originally dated as of October 22, 2019 (as amended from time to time, the “First Lien Credit Agreement”).
The following table presents a reconciliation of net loss to adjusted EBITDA and net loss margin to adjusted EBITDA margin for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ($in thousands) ​ 2024 ​ 2023 2022 Net income/(loss) $ (19,125) $ (51,334) ​ $ (51,455) ​ Interest expense ​ 146,270 ​ 205,917 ​ 155,325 ​ Income tax expense/(benefit) ​ (3,420) ​ (12,500) ​ (14,420) ​ Depreciation and amortization ​ 186,631 ​ 176,467 ​ 183,167 ​ Stock-based compensation expense ​ 54,437 ​ 8,848 ​ 8,003 ​ Acquisition and integration costs ​ 859 ​ 3,947 ​ 2,208 ​ Asset and lease impairments (b) ​ ​ — ​ ​ — ​ ​ 10,856 ​ Costs related to amended debt agreements ​ 14,138 ​ 393 ​ 1,549 ​ IPO related costs ​ 2,140 ​ 1,977 ​ 275 ​ Other (a) ​ ​ 1,566 ​ ​ — ​ ​ — ​ Adjusted EBITDA ​ $ 383,496 ​ $ 333,715 ​ $ 295,508 ​ Revenue ​ $ 943,549 ​ $ 791,010 ​ $ 704,874 ​ Net income/(loss) margin ​ (2.0) % ​ (6.5) % ​ (7.3) % Adjusted EBITDA margin ​ ​ 40.6 % ​ 42.2 % ​ 41.9 % (a) Adjustments relate to additional lease costs due to the relocation of our Louisville office.
The following table presents a reconciliation of net income / (loss) to adjusted EBITDA and net income / (loss) margin to adjusted EBITDA margin for the years ended December 31, 2025 and 2024: Years ended December 31, ($in thousands) 2025 2024 Net income/(loss) $ 112,089 $ (19,125) Interest expense 77,542 146,270 Income tax expense/(benefit) 59,674 (3,420) Depreciation and amortization 140,548 186,631 Stock-based compensation expense 42,069 54,437 Acquisition and integration costs 21,074 859 Costs related to amended debt agreements 2,580 14,138 IPO and Secondary Offering related expenses 4,657 2,140 Other (a) 1,913 1,566 Adjusted EBITDA $ 462,146 $ 383,496 Revenue $ 1,099,278 $ 943,549 Net income/(loss) margin 10.2 % (2.0) % Adjusted EBITDA margin 42.0 % 40.6 % ____________________________________ (a) For the year ended December 31, 2025, adjustments relate to additional lease costs due to the relocation of our Louisville office totaling $1.3 million and executive severance totaling $0.6 million.
There were no indicators that it was more likely than not that the fair value of the asset did not exceed its carrying value.
There were no indicators that it was more likely than not that the fair value of the asset did not exceed its carrying value. In connection with our goodwill impairment testing performed as of December 31, 2025, 2024, and 2023, we concluded that there was no impairment to goodwill.
However, we elect to perform a goodwill impairment test utilizing a quantitative approach every fourth year in order to calculate a new fair value “base” to which future qualitative tests can be compared. Our most recent quantitative assessment was performed as of October 1, 2024.
Prior assessments have indicated that the fair value exceeds the carrying value for the reporting unit with reasonable headroom and no indication of impairment. However, we elect to perform a goodwill impairment test utilizing a quantitative approach every fourth year in order to calculate a new fair value “base” to which future qualitative tests can be compared.
Sales and Marketing Sales and marketing expense was $156.9 million for the year ended December 31, 2024 as compared to $124.4 million for the year ended December 31, 2023, an increase of $32.5 million, or 26.1%.
In addition, there was an $11.0 million increase in personnel costs, net of capitalized expenses. 63 Table of Contents Sales and Marketing Sales and marketing expense was $178.0 million for the year ended December 31, 2025 as compared to $156.9 million for the year ended December 31, 2024, an increase of $21.1 million, or 13.4%.
We consider the following policies to be the most critical in understanding the judgments that are involved in preparing the consolidated financial statements. Revenue Recognition Revenue is recognized for each performance obligation upon transfer of control of the software solutions to the client in an amount that reflects the consideration we expect to receive.
Revenue Recognition Revenue is recognized for each performance obligation upon transfer of control of the software solutions to the client in an amount that reflects the consideration we expect to receive. Revenues are recognized net of any taxes collected from clients and subsequently remitted to governmental authorities.
The remaining option to purchase additional shares expired unexercised at the end of the 30-day period.
The remaining option to purchase additional shares expired unexercised at the end of the 30-day period. See Part II, Item 8, “Financial Statements—Note 1 (Business)”, for more information.
General and Administrative General and administrative expense was $111.8 million for the year ended December 31, 2024 as compared to $62.9 million for the year ended December 31, 2023, an increase of $48.8 million, or 77.6%.
General and Administrative General and administrative expense was $128.6 million for the year ended December 31, 2025 as compared to $111.8 million for the year ended December 31, 2024, an increase of $16.9 million, or 15.1%. The increase was driven by an increase in third party professional fees, including $14.7 million in costs related to the acquisition of Iodine.
All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the accounts receivables and unbilled revenue of the Receivables Borrower. On October 31, 2023, the Borrower and Receivables Borrower amended the Receivables Financing Agreement to increase the aggregate borrowing availability to up to $80 million and extend the maturity date to October 30, 2026.
All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the accounts receivables and unbilled revenue of the Receivables Borrower. The current maturity date is October 31, 2026. In connection with the Receivables Financing Agreement, eligible accounts receivable of certain of our subsidiaries are sold to the Receivables Borrower.
The increase was driven by an increase in channel partner fees and amortization of the internal sales commission deferred contract costs assets of $16.3 million associated with revenue growth. Additionally, there was an increase of $10.6 million in stock-based compensation expense related to the recognition of performance condition options and new option and RSU grants related to the June IPO.
The increase was driven by an increase in channel partner fees and amortization of the internal sales commission deferred contract costs assets of $15.1 million associated with revenue growth.
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 institutions on the U.S. News Best Hospitals Honor Roll.
We currently serve over 30,000 cli ents of various sizes, representing over one million distinct providers practicing across a variety of care sites, including 16 of 20 U.S. News Best Hospitals list . Our business model aligns with our clients growth; as they to serve more patients, claims and transactional volumes increase, driving corresponding growth in our business.
Our cloud-based software is driven by a sophisticated, automated, and curated rules engine, employing AI to generate and incorporate real-time feedback from millions of network transactions processed through our platform each day. Every transaction we process provides additional data insights across providers, patients, and payers, which are embedded in updates that are deployed efficiently across our client base.
Our platform benefits from powerful network effects. Our cloud-based software is driven by a sophisticated, automated, and AI-powered engine to generate and incorporate real-time feedback from millions of network transactions processed through our platform each day.
If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the asset group, then the carrying amount of such assets is reduced to fair value. Recent Accounting Pronouncements Refer to Part II, Item 8, “Financial Statements—Note 2 (Summary of Significant Accounting Policies)”.
If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the asset group, then the carrying amount of such assets is reduced to fair value. Business Combinations The results of businesses acquired in business combinations are included in our consolidated financial statements from the date of the acquisition.
This results in cumulative benefits to us over time —as we capture more data from each transaction we process, we leverage that data to continue to improve the Waystar platform through embedded machine learning, advanced algorithms, and other in-house AI technologies to deliver added value to our clients.
Every transaction we process provides additional data insights across providers, patients, and payers, which are embedded in updates that are deployed efficiently across our platform. This results in cumulative benefits to us over time. As we capture more data from each transaction we process, we leverage those insights to continuously improve the platform through Waystar AltitudeAI, our proprietary AI engine.
On February 9, 2024, we utilized proceeds from the amended First Lien Credit Facility to paydown the remaining principal and interest on the Second Lien Credit Facility. 70 Table of Contents Receivables Facility On August 13, 2021, the Borrower, as servicer, and Waystar RC LLC, a wholly-owned “bankruptcy remote” special purpose vehicle, as “Receivables Borrower”, entered into a receivables financing agreement (the “Receivables Financing Agreement”), providing for an aggregate borrowing of up to $50 million.
Receivables Facility On August 13, 2021, the Borrower, as servicer, and Waystar RC LLC, a wholly-owned “bankruptcy remote” special purpose vehicle, as “Receivables Borrower”, entered into a receivables financing agreement (the “Receivables Financing Agreement”). As of December 31, 2025, Receivables Financing agreement has an interest rate of 1.61% per annum above SOFR.
Additionally, the obligations under First Lien Credit Agreement and such guarantees are secured on a first lien priority basis, subject to certain exceptions and excluded assets, by (i) the equity securities of the Borrower and of each subsidiary guarantor and (ii) security interests in, and mortgages on, substantially all personal property and material owned real property by the Borrower and each subsidiary guarantor. 69 Table of Contents Borrowings under the First Lien Credit Agreement currently bear interest at a rate per annum equal to, at the option of the Borrower, either (i) (x) the Term SOFR rate for the applicable interest period, with a floor of 0.00%, plus (y) an applicable margin rate of, for the first lien term loans, between 3.75% and 3.50% and, for loans under the revolving credit facility, between 3.00% and 2.25%, in each case, depending on the applicable first lien leverage ratio or (ii) (x) an alternate base rate (“ABR”), with a floor of 1.00%, plus (y) an applicable margin rate of, for the first lien term loans, between 2.75% and 2.50% and, for loans under the revolving credit facility, between 2.00% and 1.25%, in each case, depending on the applicable first lien leverage ratio (with the ABR determined as the greatest of (a) the prime rate, (b) the federal funds effective rate plus 0.50%, and (c) the Term SOFR rate plus 1.00%).
Additionally, the obligations under First Lien Credit Agreement and such guarantees are secured on a first lien priority basis, subject to certain exceptions and excluded assets, by (i) the equity securities of the Borrower and of each subsidiary guarantor and (ii) security interests in, and mortgages on, substantially all personal property and material owned real property by the Borrower and each subsidiary guarantor.
On June 27, 2024, the Borrower and certain lenders amended the First Lien Credit Agreement to, among other things, reprice the outstanding balance bearing an interest rate of 2.75% per annum above the SOFR rate with a minimum base of 0.00%.
Such adjustments will depend on the achievement of certain leverage ratios specified in the First Lien Credit Agreement. On August 12, 2025, we executed the Eleventh Amendment on the First Lien Credit Agreement whereby the outstanding balance was repriced bearing an interest rate of 2.00% per annum above the SOFR rate with a minimum base of 0.00%.
The historical results of operations of our acquisitions are only included starting from the date of closing of such acquisition.
Timing and Number of Acquisitions Since 2018, we have completed and successfully integrated ten acquisitions, one of which was Iodine that closed in the fourth quarter of 2025. The historical results of operations of our acquisitions are only included starting from the date of closing of such acquisition.
As of December 31, 2024 and 2023, we were in compliance with the covenants under the Receivables Financing Agreement. Critical Accounting Policies and Estimates The above discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements.
As of December 31, 2025, the Receivables Borrower had $80 million in outstanding borrowings under the Receivables Financing Agreement. As of December 31, 2025 and 2024, we were in compliance with the covenants under the Receivables Financing Agreement.
Cash Flows Cash flows from operating, investing, and financing activities for the years ended December 31, 2024, 2023 and 2022, are summarized in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 vs 2023 Change ​ 2023 vs 2022 Change ($in thousands) 2024 ​ 2023 2022 Amount ​ Change ​ Amount Change Net cash provided by operating activities $ 169,768 $ 51,460 $ 102,634 $ 118,308 NM $ (51,174) ​ NM Net cash used by investing activities ​ (27,268) ​ (61,517) ​ (17,433) ​ 34,249 NM ​ (44,084) ​ NM Net cash provided/ (used) by financing activities ​ 16,654 ​ (17,151) ​ (67,065) ​ 33,805 NM ​ 49,914 ​ NM Net increase in cash and restricted cash ​ $ 159,154 ​ $ (27,208) ​ $ 18,136 ​ $ 186,362 NM ​ $ (45,344) ​ NM ​ Cash Flows Provided by Operating Activities Cash flows provided by operating activities were $169.8 million for the year ended December 31, 2024 as compared to $51.5 million for the year ended December 31, 2023.
Depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all. 67 Table of Contents Cash Flows Cash flows from operating, investing, and financing activities for the years ended December 31, 2025 and 2024, are summarized in the following table: Years ended December 31, 2025 vs 2024 Change ($in thousands) 2025 2024 Amount Change Net cash provided by operating activities $ 309,673 $ 169,768 $ 139,905 82 % Net cash used by investing activities (680,896) (27,268) (653,628) 2397 % Net cash provided by financing activities 243,450 16,654 226,796 1362 % Net increase in cash and restricted cash $ (127,773) $ 159,154 $ (286,927) NM Net Cash Provided by Operating Activities Cash flows provided by operating activities were $309.7 million for the year ended December 31, 2025 as compared to $169.8 million for the year ended December 31, 2024.
The volume-based transaction fees are recognized each day using a time-elapsed output method based on the volume or transaction count at the time the clients’ transactions are processed. Our other services are generally related to implementation activities across all solutions and hardware sales to facilitate patient payments.
Our other services are generally related to implementation activities across all solutions and hardware sales to facilitate patient payments. Implementation services are not considered performance obligations as they do not provide a distinct service to clients without the use of our software solutions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCredit Risk Credit risk involves the possibility that a counterparty will not meet its obligations under a financial instrument or client contract, leading to a financial loss. Concentrations of credit risk with respect to our clients are limited due to our diversified client base.
Biggest changeSuch risks are principally associated with credit risk and interest rate risk. 72 Table of Contents Credit Risk Credit risk involves the possibility that a counterparty will not meet its obligations under a financial instrument or client contract, leading to a financial loss. Concentrations of credit risk with respect to our clients are limited due to our diversified client base.
A hypothetical 100 basis point increase or decrease in the current effective rate would have an impact on our interest expense of approximately $17.3 million for the year ended December 31, 2024. In order to limit exposure to risk, we maintain derivative instruments with creditworthy institutions to hedge against changing interest rate fluctuations.
A hypothetical 100 basis point increase or decrease in the current effective rate would have had an impact on our interest expense of approximately $13.2 million for the year ended December 31, 2025. In order to limit exposure to risk, we maintain derivative instruments with creditworthy institutions to hedge against changing interest rate fluctuations.
Interest Rate Risk Our exposure to interest rate risk is related to our First Lien Credit Facility, which bears interest at SOFR plus 2.25% as of December 31, 2024.
Interest Rate Risk Our exposure to interest rate risk is related to our First Lien Credit Facility, which bears interest at SOFR plus 2.00% as of December 31, 2025.
Item 7A. Qualitative and Quantitative Disclosures About Market Risk We are exposed to certain market risks arising from transactions in the normal course of our business. Such risks are principally associated with credit risk and interest rate risk.
Item 7A. Qualitative and Quantitative Disclosures About Market Risk We are exposed to certain market risks arising from transactions in the normal course of our business.