Sinclair III Eric L. (Ric) 4

What Happened

• Ric (Eric L.) Sinclair, Chief Business Officer of Waystar Holding Corp. (WAY), exercised stock options to acquire a total of 40,225 shares (7,562 shares at $18.19 and 32,663 shares at $4.14) and then sold 40,225 shares in the open market on January 20, 2026. The exercise cost was $272,778 in the aggregate (7,562×$18.19 + 32,663×$4.14) and the sale generated gross proceeds of about $1,210,077 (weighted average sale price $30.08), before fees and taxes.

Key Details

• Transaction date: January 20, 2026; Form 4 filed January 22, 2026 (appears timely — within the 2-business-day reporting window).
• Option exercises (code M): 7,562 shares @ $18.19 (acquired), 32,663 shares @ $4.14 (acquired).
• Open-market sale (code S): 40,225 shares sold at a weighted average price of $30.08 (range $30.00–$30.23 per footnote).
• Derivative disposal entries at $0.00 reflect conversion/settlement of the options upon exercise (not additional cash sales).
• Filing notes that these trades occurred automatically under a 10b5-1 plan adopted August 24, 2025 (footnote F2).
• Ownership after the transaction is not specified in the provided summary; footnote F1 indicates reported holdings include unvested RSUs. Footnotes F4/F5 describe option grant and vesting status (some performance-vested; options are currently vested).

Context

• This was effectively a cashless outcome: Sinclair exercised vested options (paying the exercise prices) and sold the resulting shares the same day. Such paired exercise-and-sell transactions are common for insiders monetizing vested option gains and, when done under a 10b5-1 plan, are pre-arranged and automatic rather than discretionary.