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WAY 8-K filings, explained
Every material Form 8-K Waystar Holding has filed with the SEC since November 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Waystar Holding Corp. reported third-quarter 2026 revenue of $325.6 million, up 21% from a year earlier, with GAAP net income of $31.0 million, essentially flat with $30.6 million a year earlier. GAAP diluted earnings per share were $0.16, down from $0.17, while adjusted EBITDA rose to $139.3 million from $112.7 million. The company also set full-year 2026 guidance, which the filing does not compare with any prior outlook.
Q3 2026 revenue of $325.6 million, up 21% year over year; subscription revenue of $180.7 million, up 34%
GAAP net income of $31.0 million and diluted EPS of $0.16, versus $0.17 a year earlier; non-GAAP net income of $87.1 million
Full-year 2026 guidance: total revenue of $1.277 billion to $1.287 billion; adjusted EBITDA of $543 million to $549 million; diluted non-GAAP EPS of $1.63 to $1.71
Q3 adjusted EBITDA adjustments included $1.4 million of costs tied to a cybersecurity incident
Waystar reported second-quarter 2026 revenue of $319.7 million, up 18% from a year earlier, and GAAP net income of $40.9 million, up from $32.2 million. The company raised its revenue and adjusted EBITDA guidance for full-year 2026, which points to stronger expected results for shareholders.
Q2 2026 revenue of $319.7 million, up 18% year-over-year; diluted GAAP EPS of $0.21 versus $0.18 a year earlier
Q2 2026 net income of $40.9 million versus $32.2 million in Q2 2025; non-GAAP net income of $83.3 million, or $0.43 per diluted share
Full-year 2026 guidance: total revenue of $1.276 billion to $1.294 billion and adjusted EBITDA of $535 million to $545 million
Adjusted EBITDA for the quarter excludes $1.6 million of costs tied to a cybersecurity incident, per the filing
Waystar reported first-quarter 2026 revenue of $313.9 million, up 22% from a year earlier, and GAAP net income of $43.3 million, or $0.22 per diluted share, compared with $29.3 million, or $0.16, in the prior-year quarter. The company also gave full-year 2026 guidance for revenue of $1.274 billion to $1.294 billion and adjusted EBITDA of $530 million to $540 million, which shareholders can use as a benchmark for future results.
Q1 2026 revenue was $313.9 million, up 22% year-over-year from $256.4 million.
GAAP net income was $43.3 million, or $0.22 per diluted share, versus $29.3 million, or $0.16, a year earlier.
Non-GAAP net income was $81.2 million, or $0.42 per diluted share, versus $0.32 in Q1 2025.
FY2026 guidance: revenue of $1.274 billion to $1.294 billion; adjusted EBITDA of $530 million to $540 million; non-GAAP diluted EPS of $1.59 to $1.68.
Waystar reported fourth-quarter and full-year 2025 results and gave full-year 2026 guidance. Revenue grew 24% in the quarter and 17% for the year, and full-year net income was $112.1 million, compared with a loss of $19.1 million in 2024. Quarterly diluted EPS of $0.10 was slightly below the $0.11 reported a year earlier.
Q4 2025 revenue was $303.5 million, up 24% year-over-year; Q4 net income was $20.0 million, or $0.10 diluted EPS
FY 2025 revenue was $1,099.3 million, up 17%; FY net income was $112.1 million versus a $19.1 million loss in 2024
2026 guidance: revenue of $1.274 billion to $1.294 billion and adjusted EBITDA of $530 million to $540 million
2026 non-GAAP diluted EPS guidance is $1.59 to $1.68
Waystar Holding Corp. disclosed that Chief Business Officer Eric (Ric) Sinclair III notified the company on February 2, 2026 of his intention to resign effective March 2, 2026, to join another company. The company says the departure is not due to any disagreement over its operations, policies, or practices, and he will receive his 2025 annual bonus with no other severance.
Resignation notified February 2, 2026; effective March 2, 2026
Role: Chief Business Officer
No disagreement with the company or its Board cited as the reason
Separation payment limited to his 2025 annual bonus, paid under standard practices; no other severance
Waystar reported third-quarter 2025 revenue of $268.7 million, up 12% year over year, and net income of $30.6 million, or $0.17 per diluted share, compared with $5.4 million, or $0.03, a year earlier. The company also raised its full-year 2025 revenue and adjusted EBITDA guidance, which signals management's confidence in the rest of the year.
Q3 revenue was $268.7 million, up from $240.1 million in Q3 2024.
Q3 net income was $30.6 million, or $0.17 per diluted share, versus $5.4 million, or $0.03, a year earlier.
Full-year 2025 revenue guidance is $1.085 billion to $1.093 billion, and adjusted EBITDA guidance is $451 million to $455 million, both raised.
Q3 non-GAAP net income was $67.8 million, or $0.37 per diluted share.
Waystar completed its acquisition of Iodine Software on October 1, 2025, paying about $458.6 million in cash and issuing 16,639,906 shares of common stock to Iodine equityholders. The company funded part of the cash payment with $250.0 million of incremental term loans, and it raised its revolving credit facility from $400.0 million to $500.0 million. For shareholders, the deal adds Iodine's client base of more than 1,000 hospitals and health systems, and the company expects it to be accretive to gross margin and adjusted EBITDA margin immediately.
Acquisition of Iodine completed October 1, 2025, under a Merger Agreement dated July 23, 2025.
Consideration of about $458.6 million in cash plus 16,639,906 Waystar shares, with each share valued at $37.31 under the Merger Agreement.
Amendment No. 12 added $250.0 million of incremental term loans and raised the revolver from $400.0 million to $500.0 million.
Lauren Young, a Managing Director at Advent International, was appointed a Class II director, expanding the board from twelve to thirteen members.
Waystar subsidiaries entered Amendment No. 11 to their First Lien Credit Agreement on August 12, 2025, refinancing all $1,157,711,636 of existing term loans at a lower interest rate. The filing states there was no change to the company's outstanding indebtedness. The lower borrowing cost is favorable for shareholders, and the company also plans $250 million of incremental term loans that are tied to the closing of its Iodine Software acquisition.
Existing term loans of $1,157,711,636 refinanced; adjusted Term SOFR spread cut to 2.00% from 2.25%, or alternate base rate margin cut to 1.00% from 1.25%
Repricing within six months after the Amendment No. 11 closing date triggers a customary 1.00% premium on the affected loans
$250 million of incremental term loans on the same terms, subject to closing of the Iodine Software acquisition
Filing states there was no change to the company's outstanding indebtedness in connection with Amendment No. 11
Waystar reported second-quarter 2025 revenue of $270.7 million, up 15% from a year earlier, and GAAP net income of $32.2 million, compared with a net loss of $27.7 million in the same quarter of 2024. The company raised its full-year 2025 revenue and adjusted EBITDA guidance, though the guidance excludes its previously announced Iodine Software acquisition.
Q2 2025 revenue of $270.7 million, up 15% year-over-year from $234.5 million
GAAP net income of $32.2 million, or $0.18 per diluted share, versus a net loss of $27.7 million a year earlier
Full-year 2025 revenue guidance of $1.030 billion to $1.042 billion, and adjusted EBITDA guidance of $418 million to $426 million, both raised
Guidance excludes the previously announced acquisition of Iodine Software
Waystar signed a merger agreement to acquire Iodine Software, a clinical intelligence software company, for an enterprise value of $1.25 billion, consisting of about $625 million in cash and Waystar common stock. The company also reported preliminary second quarter 2025 revenue of approximately $271 million, up about 15% year over year, and said the deal will bring Iodine's equity holders about 8% of the combined company. Closing is subject to customary conditions and regulatory approvals, with a termination date of November 23, 2025.
Enterprise value of $1.25 billion, including about $625 million in cash consideration plus Waystar shares issued to Iodine's Parent equityholders
Current Waystar shareholders expected to own about 92% of the combined company; Iodine equity holders about 8%
Estimated adjusted net leverage ratio at closing of about 3.5x; closing expected by year-end 2025
Preliminary Q2 2025 revenue of about $271 million, about 15% year-over-year growth; full results due July 30, 2025
On June 4, 2025, Waystar stockholders approved a charter amendment removing the ten-person limit on board size. The board then expanded from ten to twelve directors and appointed Aashima Gupta and Michael Roman, both deemed independent under Nasdaq rules. The changes add two directors and remove the charter cap on future board size, and the stockholders also re-elected three Class I directors.
Stockholders approved the Certificate of Amendment on June 4, 2025, removing the ten-person board size limit; it took effect that day.
Board expanded from ten to twelve directors. Aashima Gupta was appointed Class III director and Michael Roman Class I director.
Ms. Gupta joined the Audit & Risk Committee; Mr. Roman joined the Audit & Risk and Nominating and Corporate Governance Committees.
Samuel Blaichman, Priscilla Hung and Vivian Riefberg were re-elected as Class I directors to serve until 2028; the amendment received 125,355,523 votes in favor, 72.5% of shares outstanding at the record date.
Waystar's compensation committee granted CEO Matt Hawkins a target of 396,197 performance stock units tied to relative total shareholder return over April 1, 2025 to April 1, 2029. The company also plans to add two directors, Aashima Gupta and Michael Roman, if shareholders approve removing the board size limit at the 2025 annual meeting.
CEO Matt Hawkins received a target grant of 396,197 PSUs, vesting from 0% to 200% of target based on relative TSR against the S&P SmallCap 600 Information Technology index
Performance period runs April 1, 2025 to April 1, 2029
Board would expand from ten to twelve directors, adding Aashima Gupta (Class III) and Michael Roman (Class I), subject to stockholder approval and board action
Roman, a former 3M CEO, would join the Audit and Risk and Nominating committees; Gupta would join the Audit and Risk Committee
Waystar reported first-quarter 2025 revenue of $256.4 million, up 14% year-over-year, and net income of $29.3 million, compared with a net loss of $15.9 million a year earlier. The company also raised its full-year 2025 revenue and adjusted EBITDA guidance, which signals management's confidence in the rest of the year for shareholders.
Q1 2025 revenue of $256.4 million, up 14% from $224.8 million a year earlier
Net income of $29.3 million, or $0.16 per diluted share, versus a net loss of $15.9 million, or $0.13 per share, in Q1 2024
Full-year 2025 total revenue guidance set at $1.006 billion to $1.022 billion, and adjusted EBITDA guidance at $406 million to $414 million, both raised per the release
Adjusted EBITDA of $107.7 million, with an adjusted EBITDA margin of 42%
Waystar reported fourth-quarter and full-year 2024 results on February 18, 2025. Fourth-quarter revenue rose 18% to $244.1 million, and the company reported GAAP net income of $19.1 million, compared with a net loss of $14.4 million a year earlier; the full-year net loss narrowed to $19.1 million from $51.3 million. The company also issued fiscal 2025 guidance of $1.0 billion to $1.016 billion in revenue and $399 million to $407 million in adjusted EBITDA, giving shareholders a first forward view.
Q4 2024 revenue of $244.1 million, up 18% year over year; net income of $19.1 million, or $0.11 per diluted share, versus a $14.4 million loss a year earlier
Full-year 2024 revenue of $943.5 million, up 19%; adjusted EBITDA of $383.5 million, up 15%
2025 guidance: revenue of $1.0 billion to $1.016 billion; adjusted EBITDA of $399 million to $407 million; diluted non-GAAP net income per share of $1.29 to $1.32
Full-year 2024 net loss narrowed to $19.1 million from $51.3 million in 2023
Waystar subsidiaries signed Amendment No. 10 to the First Lien Credit Agreement on December 30, 2024, refinancing all $1,166,772,750 of existing term loans at lower interest rates. The revolving credit facility's maximum borrowing capacity also rose from $342.5 million to $400.0 million, and its interest rates were reduced. The filing states there was no change to the company's outstanding indebtedness, so the change mainly affects borrowing costs and available credit.
Term loans of $1,166,772,750 refinanced at Adjusted Term SOFR plus 2.25%, down from 2.75%, with a 0.00% SOFR floor
Revolving credit facility capacity increased from $342.5 million to $400.0 million
Revolver initial rate cut to Adjusted Term SOFR plus 1.75%, from 2.25%, with later adjustments between 1.75% and 2.50% tied to leverage ratios
A customary 1.00% premium applies if a Repricing Transaction occurs within six months of the Amendment No. 10 closing date
Waystar reported third-quarter 2024 results for the period ended September 30, 2024, with revenue of $240.1 million, up 22% from $197.3 million a year earlier. The company swung to GAAP net income of $5.4 million from a net loss of $15.5 million in the same quarter of 2023. It also issued full-year 2024 guidance of $926 million to $934 million in revenue and $374 million to $378 million in Adjusted EBITDA, which shareholders can compare with future results.
Revenue of $240.1 million, up 22% year over year; subscription revenue $118.0 million and volume-based revenue $120.7 million
GAAP net income of $5.4 million, or $0.03 per diluted share, versus a loss of $0.13 per share a year earlier
Non-GAAP net income of $25.3 million, or $0.14 per diluted share; Adjusted EBITDA of $96.7 million, a 40% margin
Full-year 2024 guidance: revenue of $926 million to $934 million; Adjusted EBITDA of $374 million to $378 million
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Waystar Holding filing is on SEC EDGAR ↗. 8-K briefs of other companies →