DEF 14A of Waystar Holding Corp., Apr 17, 2026

DEF 14A of Waystar Holding Corp.

Filed Apr 17, 2026 · FY20250001990354-26-000013

Open on EDGAR

  1. Attending the Annual Meeting

    | 52 | EXECUTIVE COMPENSATION TABLES | | | | 52 | Summary Compensation Table | | | 53 | Grants of Plan-Based Awards | | | 54 | Outstanding Equity Awards | | | 56 | Option Exercises and Stock Vested | | | 57 | Potential Payments upon Termination or CIC | | | 60 | Pay versus Performance | | 63 | SECURITY OWNERSHIP | | | | 64 | Beneficial Ownership Table | | | 67 | Equity Compensation Plan Information | | | 68 | Certain Relationships and Related-Party Transactions | | 71 | PROPOSALS | | | | 72 | Proposal 1: Elect Four Class II Directors | | | 73 | Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm | | | 76 | Proposal 3: Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers | | 77 | OTHER INFORMATION | | | | 78 | General Information and FAQ | | 83 | APPENDIX | |

  2. CLASS II DIRECTORS (TERM EXPIRING AT THE 2026 ANNUAL MEETING)*

    CLASS II DIRECTORS (TERM EXPIRING AT THE 2026 ANNUAL MEETING)*

  3. CLASS II DIRECTORS (TERM EXPIRING AT THE 2026 ANNUAL MEETING)*

    | Name | Age | Independent | Principal Occupation | Director Since | Committee Memberships | | Robert A. DeMichiei | 61 | Yes | Former CFO, UPMC | 2020 | Audit (Chair) | | John Driscoll | 66 | Yes | Chair, Magnit Global | 2019 | Nominating & Corporate Governance | | Paul G. Moskowitz | 39 | Yes | Principal, Bain Capital | 2019 | None | | Lauren Young | 40 | Yes | Managing Director of Advent International, L.P. | 2025 | None |

  4. CLASS III DIRECTORS (TERM EXPIRING AT THE 2027 ANNUAL MEETING)

    CLASS III DIRECTORS (TERM EXPIRING AT THE 2027 ANNUAL MEETING)

  5. CLASS III DIRECTORS (TERM EXPIRING AT THE 2027 ANNUAL MEETING)

    | Name | Age | Independent | Principal Occupation | Director Since | Committee Memberships | | Aashima Gupta | 54 | Yes | Global Director, Healthcare Strategy and Solutions at Google Cloud | 2025 | Audit | | Matthew J. Hawkins | 54 | No | CEO, Waystar Holding Corp. | 2017 | None | | Heidi G. Miller | 72 | Yes | Retired President, JPMorgan International | 2021 | Compensation (Chair), Nominating & Corporate Governance | | Ethan Waxman | 37 | Yes | Partner, EQT | 2024 | Compensation |

  6. CLASS I DIRECTORS (TERM EXPIRING AT THE 2028 ANNUAL MEETING)

    CLASS I DIRECTORS (TERM EXPIRING AT THE 2028 ANNUAL MEETING)

  7. CLASS I DIRECTORS (TERM EXPIRING AT THE 2028 ANNUAL MEETING)

    | Name | Age | Independent | Principal Occupation | Director Since | Committee Memberships | | Samuel Blaichman | 50 | Yes | Managing Director, Head of Direct Private Equity, CPPIB | 2024 | Compensation, Nominating & Corporate Governance | | Priscilla Hung | 59 | Yes | Former President and Chief Operating Officer, Guidewire Software, Inc. | 2024 | Audit, Compensation | | Vivian E. Riefberg | 65 | Yes | Professor, UVA Darden School of Business | 2023 | Audit, Compensation | | Michael Roman | 65 | Yes | Former Chief Executive Officer of 3M Company | 2025 | Audit, Nominating & Corporate Governance |

  8. CLASS I DIRECTORS (TERM EXPIRING AT THE 2028 ANNUAL MEETING)

    *Waystar entered into a Stockholders Agreement with certain investors and members of management (as amended to date, the "Stockholders Agreement") in connection with our IPO. The Stockholders Agreement provides, among other things, that EQT will have the right to nominate to our Board (i) two nominees for so long as EQT beneficially owns 25% or greater of our common stock and (ii) one nominee for so long as EQT beneficially owns 5% or greater, but less than 25%, of our common stock. In accordance with the Stockholders Agreement and EQT's current percentage ownership in Waystar, Eric Liu is not being nominated for re-election at the 2026 Annual Meeting. 2025 Executive Compensation Highlights In 2025, our Named Executive Officer (NEO) compensation program remained consistent with prior years and emphasized a balanced structure across three primary components: base salary, annual cash incentive, and equity awards. This structure aligns executive compensation with Company performance and stockholder interests. Although the overall framework remains unchanged, we made an important adjustment to our equity award practices. In 2025, we transitioned from granting stock options to providing time-based restricted stock units (RSUs) for all NEOs. For our Chief Executive Officer, we also introduced performance-based restricted stock units (PSUs) tied to Total Shareholder Return (TSR), further strengthening the link between executive compensation and long-term value creation. Looking ahead to 2026, we are evolving our equity compensation strategy to better support our business objectives and enhance alignment with stockholder outcomes. Beginning in 2026, NEO equity awards will consist of both RSUs and PSUs. This structure balances retention incentives with performance-driven rewards and reinforces our commitment to maintaining a competitive and effective compensation program that motivates our leadership team while supporting sustainable growth and value creation for our stockholders.

  9. Submission of Stockholder Proposals and Board Nominees

    Submission of Stockholder Proposals and Board Nominees If you would like to include a proposal for stockholder consideration in our 2027 proxy statement or bring business before our annual meeting of stockholders in 2027, you must send notice to Greg Packer, Secretary, 1550 Digital Drive, #300, Lehi, Utah 84043, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.

  10. Directors

    Directors This section provides stockholders with an overview of the Board’s composition, the qualifications and selection criteria for directors, along with skill and demographic information for all directors, including the nominees for election at the 2026 Annual Meeting. It also details the compensation structure designed to attract and retain qualified Board members. 262026 Proxy Statement Directors and Nominees for Election

  11. Board Composition

    Board Composition Our Board is divided into three classes of directors, with each class of directors consisting, as nearly as possible, of one-third of the total number of directors, and with Class II directors standing for election this year. A majority of our directors are independent under applicable Nasdaq and SEC rules. In addition to independence, we consider various backgrounds, experiences, and skills when evaluating Board composition. We have stockholders with rights to appoint directors under existing agreements, and the Nominating and Corporate Governance Committee ensures compliance with these rights while maintaining a balanced and qualified Board. The size of our Board is set by Board resolution unless certain preferred stockholder rights apply. Some of our stockholders — Advent, EQT, CPPIB, and Bain — each have rights to nominate directors based on their ownership levels. As of April 6, 2026, each of Advent, EQT, CPPIB, and Bain have the right to one director nominee pursuant to our Certificate of Incorporation and the Stockholders Agreement. Any Board resolution to change the size of our Board must be signed by the appointees from EQT, CPPIB, and Bain. Our Board must include sufficient seats to accommodate these stockholder nominees, five independent directors, and our CEO. These institutional investors may also fix the number of directors by resolution if they collectively hold at least 40% of our then-outstanding common stock.

  12. Director Qualification and Selection

    Director Qualification and Selection When considering whether directors and nominees have the experience, qualifications, attributes, or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, our Board focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In evaluating director candidates, we consider factors deemed appropriate, including strength of character, maturity of judgment, industry knowledge or experience, ability to work collegially with the other members of the Board, existing professional and board commitments, potential conflicts of interest, legal considerations, subject matter expertise, varying backgrounds, any other relevant qualifications, attributes or skills that our Board considers appropriate, all in light of the size, composition, and combined expertise of our existing Board.

  13. Director Skills

    Director Skills The following table highlights the mix of key skills and experiences of our Board, contributing in part to our Board's and Nominating and Corporate Governance Committee's decision to recommend the Class II nominees for election to the Board. The table depicts notable areas of experience for each director based on the current composition of the Board. Not having an indicator does not mean that a particular director does not possess that qualification or skill. Our directors have developed competencies through education, experience, and other oversight responsibilities. Additional biographical information on each nominee is set out in their individual biographies following the table. 2026 Proxy Statement27

  14. Director Skills

    | | Leadership | Public Board | Financial Acumen | P&L Management | Technology and Innovation | Healthcare Industry | Risk Management | M&A and Capital Markets | | Blaichman | | • | • | | | | | • | | DeMichiei | | • | • | | | • | | | | Driscoll | | • | • | • | | • | | | | Gupta | | • | | | • | • | | | | Hawkins | • | • | • | • | • | • | • | | | Hung | • | • | | • | • | | | • | | Liu* | | • | • | | | • | | • | | Miller | • | • | • | • | | | • | | | Moskowitz | | | • | | | • | | • | | Riefberg | | • | | | | • | | | | Roman | • | • | • | • | | • | • | • | | Waxman | | • | • | | | • | | • | | Young | | • | • | | | • | | • |

  15. Director Skills

    *Mr. Liu is not being nominated for reelection at the 2026 Annual Meeting. The attributes above are defined as follows:

  16. Director Nominees

    Director Nominees Our Board has nominated the following four directors for election as Class II Directors for a three-year term expiring at the 2029 Annual Meeting.

  17. Director Nominees

    | | Key Skills and Qualifications Mr. DeMichiei brings robust financial leadership and healthcare industry expertise through his service as Chief Financial Officer of a large nonprofit health system and insurer, as well as board leadership and strategic planning expertise through his service on other boards including two other public companies. Work Experience Mr. DeMichiei served as the Executive Vice President and Chief Financial Officer of UPMC, a large nonprofit health system and leading health care provider and insurer, from 2004 to 2020, where he led the Finance, RCM and Supply Chain functions. Prior to joining UPMC, Mr. DeMichiei held several executive roles with the General Electric Company from 1997 to 2004 in their Transportation and Energy Divisions. He was with PricewaterhouseCoopers from 1987 to 1997, serving the manufacturing, software and transportation industries. He is a former Chairman and a current board member of several charitable organizations. Mr. DeMichiei graduated magna cum laude with a B.A. in Business Economics from the University of Pittsburgh. Other Boards: Current: Ardent Health (Board Member), Ampco-Pittsburgh Corporation (Board Member and Audit Committee Chair), AAA Inc. (Board Member), Automobile Club of Southern California (Board Member), Health Catalyst and Omega Healthcare Management Services (Strategic Advisor) | | ROBERT A. DEMICHIEI | | | Director since 2020 | | | Audit (Chair) | |

  18. Director Nominees

    2026 Proxy Statement29

  19. Director Nominees

    | | Key Skills and Qualifications Mr. Driscoll brings expertise in corporate governance and leadership in the healthcare industry through his experience in executive roles at Walgreens, CareCentrix, Castlight Health and others in addition to prior board service. Work Experience Mr. Driscoll has served as Chair of our Board since 2019. Previously, Mr. Driscoll served as President, U.S. Healthcare and Executive Vice President of Walgreens Boots Alliance Inc, from 2022 to 2024, as Chief Executive Officer of CareCentrix, a healthcare benefits management company, from 2013 to 2022, as President of Castlight Health, a healthcare technology company, from 2012 to 2013, and as Group President for Medco, a pharmacy benefits management company, from June 2003 to April 2012. Mr. Driscoll also previously founded and chaired the Surescripts ePrescribing Network, a national health information network, from 2004 to 2007, served as Advisor to Oak Investment Partners, a venture capital firm, and served as Vice President for government programs at Oxford Health Plans, a part of the UnitedHealthcare insurance company. Other Boards: Current: Magnit Global - Chair (since 2024), RIS Rx, LLC - Chair (since 2026), Wheel Health, Inc. (since 2025), Infinitus Systems, Inc. (since 2025) Previous: Press Ganey (Audit Committee Chair) (2016-2019) | | JOHN DRISCOLL | | | Director since 2019 | | | Independent Board Chairman, Nominating & Corporate Governance | |

  20. Director Nominees

    | | Key Skills and Qualifications Mr. Moskowitz brings extensive experience as a management consultant and private equity investor and his extensive knowledge and understanding of the healthcare, retail, and business services industries. Work Experience Mr. Moskowitz is a Principal at Bain Capital, a global alternative asset management firm headquartered in Boston. He joined Bain Capital in 2011 and helps to lead their healthcare investment efforts in the U.S. The firm is currently investing out of Bain Capital XII, a $9.4 billion private equity fund raised in 2017. Mr. Moskowitz co-led the firm’s investments in Aveanna, Zelis, and Waystar. Prior to joining Bain Capital, he worked at Bain & Company, from 2009 to 2011, where he was involved in private equity and strategy consulting engagements in the healthcare sector. Mr. Moskowitz received an MBA from Harvard Business School, where he was a Baker Scholar. He graduated magna cum laude with an AB in Public Policy from Princeton University. Other Boards: Current: LeanTaas, PartsSource | | PAUL G. MOSKOWITZ | | | Director since 2019 | |

  21. Director Nominees

    302026 Proxy Statement

  22. Director Nominees

    | | Key Skills and Qualifications Ms. Young brings extensive experience in private equity and technology investments, strategic growth, capital allocation, and governance for technology-driven businesses through her service as a principal of a private equity firm focusing on the technology sector. Work Experience Ms. Young is a Managing Director of Advent International, L.P. (Advent), a global private equity firm, where she focuses on investments in the technology sector. She joined Advent in 2011. Prior to Advent, Ms. Young was a member of the U.S. buyout fund at The Carlyle Group, concentrating on software and financial technology investments. She also served as an analyst at McColl Partners from 2004 to 2006. Ms. Young holds a B.A. from Davidson College and an M.B.A. from Harvard Business School. Other Boards: Current: Definitive Healthcare Corp. Previous: CCC Intelligent Solutions Holdings Inc. | | LAUREN YOUNG | | | Director since 2025 | |

  23. Continuing Directors

    Continuing Directors The following sets forth biographical information for our Class III and Class I directors, whose terms will expire at our annual meetings to be held in 2027 and 2028, respectively.

  24. Class III Directors with terms expiring at the 2027 annual meeting

    Class III Directors with terms expiring at the 2027 annual meeting

  25. Class III Directors with terms expiring at the 2027 annual meeting

    | | Key Skills and Qualifications Ms. Gupta brings expertise in AI, cloud technologies, digital transformation in healthcare, and strong insight into innovation and technology strategy through her leadership at Google Cloud and prior roles driving digital health initiatives. Work Experience Ms. Gupta leads AI strategy and solutions for the healthcare industry at Google Cloud, where she drives digital transformation initiatives and leverages advanced models such as Gemini. She joined Google Cloud in November 2016 and assumed her current role in November 2018. Previously, she served as Vice President of Digital Transformation – Healthcare at Apigee and as Executive Director of Digital Health at Kaiser Permanente. Ms. Gupta holds two patents in computer applications (20100287458, 20090299784) and has been recognized as one of the Most Influential Women in Healthcare IT by HIMSS and among the Top 10 Executives to Watch by Modern Healthcare. She earned a B.S. in Computer Science from Delhi University and a Master’s in Computer Applications from IMT Ghaziabad, India. Other Boards: Current: Neogen Corporation (since 2022) Additional Roles: Board of Directors, Molnlycke Healthcare (private); Board of Advisors, HIMSS (non-profit) | | AASHIMA GUPTA | | | Director since 2025 | | | Audit | |

  26. Class III Directors with terms expiring at the 2027 annual meeting

    2026 Proxy Statement31

  27. Class III Directors with terms expiring at the 2027 annual meeting

    | | Key Skills and Qualifications Mr. Hawkins brings expertise in executive leadership and healthcare technology through his service as Chief Executive Officer of our Company since 2017 and prior leadership roles in health information technology and software industries. Work Experience Mr. Hawkins has served as our Chief Executive Officer and as a member of our Board since October 2017. Prior to joining us, he was President of Sunquest Information Systems, a developer of medical laboratory and diagnostic software, from May 2014 to October 2017. Mr. Hawkins was previously an operational leader with Vista Equity Partners, a private equity firm, where he served as President and board member of Greenway Health, a vendor of health information technology, Chief Executive Officer and board member of Vitera Healthcare Solutions, a provider of electronic health records, preventative maintenance systems, and financial and clinical transaction processing, and Chief Executive Officer and board member of SirsiDynix, a library software automation company. From 2004 to 2007, Mr. Hawkins was Vice President and General Manager of Henry Schein Practice Solutions, a global health care distribution company. Matt received an MBA from Harvard Business School and a Bachelor’s Degree with University Honors from Brigham Young University. Other Boards: LeanTaaS (since 2023), Cambia (since 2024), Avetta (since 2025) | | MATTHEW J. HAWKINS | | | Director since 2017 | | | Chief Executive Officer | |

  28. Class III Directors with terms expiring at the 2027 annual meeting

    | | Key Skills and Qualifications Ms. Miller brings expertise in global banking, financial services, and executive leadership through her service as president of JPMorgan International and prior senior roles in treasury, finance, and strategic management at major financial institutions. Work Experience Ms. Miller has served as a member of our Board since 2021. Prior to retiring in 2012, she was President of JPMorgan International, a division of JPMorgan Chase & Co., from 2010 to 2012. Previously, she served as Chief Executive Officer of JPMorgan Chase’s Treasury and Security Services from 2004 to 2010. Earlier, Ms. Miller was Executive Vice President and Chief Financial Officer for Bank One Corporation from 2002 to 2004, Chief Financial Officer for Citigroup from 1998 to 2001, and Chief Financial Officer for the Travelers Group from 1995 to 1998. Ms. Miller graduated from Princeton University with a bachelor’s degree in history and completed her doctorate in history at Yale University in 1979. Other Boards: Previous: Fiserv (2019-2025); HSBC Holdings PLC (2014–2021); General Mills Inc. (1999–2019); Progressive Corp. (2011–2014) | | HEIDI G. MILLER | | | Director since 2021 | | | Compensation (Chair), Nominating & Corporate Governance | |

  29. Class III Directors with terms expiring at the 2027 annual meeting

    322026 Proxy Statement

  30. Class III Directors with terms expiring at the 2027 annual meeting

    | | Key Skills and Qualifications Mr. Waxman brings expertise in finance, capital markets, and healthcare industry insights through his service as a Partner at EQT and experience advising multiple portfolio companies. Work Experience Mr. Waxman has served as a member of our Board since June 2024. He is a Partner at EQT, where he has worked since 2015. Mr. Waxman currently serves on the board of Zeus Industrial Products, Inc., a supplier of custom components to the medical device industry, since 2024, and previously served on the board of Certara, Inc., a leading provider of software and scientific consulting services, from August 2020 to December 2022. Mr. Waxman earned an A.B. in History from Harvard College. Other Boards: Current: Zeus Industrial Products, Inc. (since 2024) Previous: Certara (2020-2022) | | ETHAN WAXMAN | | | Director since 2024 | | | Compensation | |

  31. Class I Directors with terms expiring at the 2028 annual meeting

    Class I Directors with terms expiring at the 2028 annual meeting

  32. Class I Directors with terms expiring at the 2028 annual meeting

    | | Key Skills and Qualifications Mr. Blaichman brings expertise in private equity investing and corporate strategy through his service as Managing Director and Head of Direct Private Equity at CPPIB and prior experience in management consulting and corporate finance. Work Experience Mr. Blaichman has served as a member of our Board since April 2024. He is Managing Director and Head of Direct Private Equity at CPPIB, which he joined in 2007. Previously, Mr. Blaichman worked at Bain & Company as a management consultant and in the Corporate Finance and Assurance groups at PricewaterhouseCoopers. Other Boards: Current: Ascot Group Previous: The Gates Corporation; Air Distribution Technologies; Wilton Re; Berlin Packaging | | SAMUEL BLAICHMAN | | | Director since 2024 | | | Compensation, Nominating & Corporate Governance | |

  33. Class I Directors with terms expiring at the 2028 annual meeting

    2026 Proxy Statement33

  34. Class I Directors with terms expiring at the 2028 annual meeting

    | | Key Skills and Qualifications Ms. Hung brings expertise in technology and platform-based services through her leadership roles at Guidewire Software and prior experience in global operations, product development, corporate strategy, information systems technology and security, cloud operations, and customer success at major technology companies. Work Experience Ms. Hung served in various roles at Guidewire Software, Inc. from 2005 to 2025, including President and Chief Operating Officer, Chief Administrative Officer, Senior Vice President of Corporate Development, Vice President of Operations, and Vice President of Corporate Development. Prior to joining Guidewire, Ms. Hung held several management positions at SAP Ariba, a software and information technology services company, Sun Microsystems, Inc., a manufacturer of computer workstations, servers, and software, and Oracle Corporation, a database and enterprise management company. Other Boards: Current: Veeva Systems Inc.; Ethos Technologies, Inc.; Xerox Holdings Corporation; Cast and Crew LLC Previous: Vonage Holdings Corp. (2019–2022) | | PRISCILLA HUNG | | | Director since 2024 | | | Audit, Compensation | |

  35. Class I Directors with terms expiring at the 2028 annual meeting

    | | Key Skills and Qualifications Ms. Riefberg brings expertise in healthcare across public and private sectors and significant management experience through her leadership roles at McKinsey & Company and current academic and advisory positions. Work Experience Ms. Riefberg has served as a member of our Board since October 2023. Since August 2020, she has served as the David C. Walentas Jefferson Scholars Foundation Professorship Chair and is a Professor of Practice at the University of Virginia Darden School of Business and since 2023 a Fellow at The Miller Center at UVA. Previously, Ms. Riefberg held a variety of senior roles at McKinsey & Company from September 1987 to July 1988 and December 1989 to May 2020, including leading the Public Sector Practice for the Americas and co-leading the U.S. Health Care practice. Other Boards: Current: ONWARD Medical N.V. (since 2022); Lightrock (since 2022); Accompany Health, Inc. (since 2023); K Health Inc. (since 2021) Previous: Signify Health, Inc. (2020–2023) Additional Roles: Public Broadcasting Service (since 2018); Johns Hopkins Medicine (since 2020); Advisory Council, Smithsonian American Women’s History Museum (since 2025); Former Board of Governors, NIH Clinical Center (2000–2004) | | VIVIAN E. RIEFBERG | | | Director since 2023 | | | Audit, Compensation | |

  36. Class I Directors with terms expiring at the 2028 annual meeting

    342026 Proxy Statement

  37. Class I Directors with terms expiring at the 2028 annual meeting

    | | Key Skills and Qualifications Mr. Roman brings extensive experience leading a multinational public company, manufacturing, supply chain, technology, finance, corporate strategy, and risk management through his service as Executive Chairman and Chairman of the Board, President, and Chief Executive Officer of 3M Company. Work Experience Mr. Roman served as Executive Chairman of the Board of 3M Company, a global manufacturing and technology company, from May 2024 to March 2025. He was Chairman of the Board, President, and Chief Executive Officer of 3M from May 2019 to April 2024 and Chief Executive Officer from July 2018 to May 2019. Prior to that, Mr. Roman held several senior leadership roles at 3M, including Chief Operating Officer and Executive Vice President from July 2017 to June 2018, Executive Vice President of the Industrial Business Group from June 2014 to July 2017, Senior Vice President of Business Development from May 2013 to June 2014, and Vice President and General Manager of the Industrial Adhesives and Tapes Division from September 2011 to May 2013. He joined 3M in 1988 and served in a variety of roles during his tenure. Other Boards: Current: Abbott Laboratories (since April 2021) | | MICHAEL ROMAN | | | Director since 2025 | | | Audit, Nominating & Corporate Governance | |

  38. Class I Directors with terms expiring at the 2028 annual meeting

    There are no family relationships among any of our directors or executive officers. 2026 Proxy Statement35 Director Compensation Our director compensation program is designed to attract and retain highly qualified non-employee directors who are not affiliated with our Institutional Investors (Advent, Bain, CPPIB and EQT) and to align their interests with those of our stockholders. The Compensation Committee reviews the program annually, considering peer group practices, market data, and input from independent compensation consultants to ensure competitiveness and alignment with best practices. The Committee then recommends any changes to the full Board for approval. Directors affiliated with Institutional Investors and Company employees do not receive compensation for Board or committee service.

  39. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table provides summary information concerning compensation paid to, or accrued by us, on behalf of, our non-employee directors for services rendered during 2025.

  40. 2025 DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) | Stock Awards(1) ($) | Total ($) | | Samuel Blaichman(2) | — | — | — | | Robert A. DeMichiei | 75,000 | 203,358 | 278,358 | | John Driscoll | 160,000 | 203,358 | 363,358 | | Aashima Gupta(3)(4) | 32,500 | 203,358 | 235,858 | | Priscilla Hung | 75,000 | 203,358 | 278,358 | | Eric C. Liu(2)(5) | — | — | — | | Heidi G. Miller | 72,500 | 203,358 | 275,858 | | Paul G. Moskowitz(2) | — | — | — | | Vivian E. Riefberg | 70,000 | 203,358 | 273,358 | | Michael Roman(3)(6) | 35,000 | 203,358 | 238,358 | | Ethan Waxman(2) | — | — | — | | Lauren Young(2)(7) | — | — | — |

  41. 2025 DIRECTOR COMPENSATION

    (1)In accordance with SEC rules, the amounts shown represent the aggregate grant date fair value of RSUs granted to non-employee directors in 2025, calculated under FASB ASC Topic 718. The grant date fair value is based on the closing price of our common stock on the grant date. Each non-employee director serving on June 16, 2025, received an RSU award with a grant date fair value per RSU of $39.61. RSUs vest in full on the earlier of (i) the first anniversary of the grant date or (ii) the date of the first annual meeting of stockholders following the grant date, subject to continued service through the vesting date. As of December 31, 2025, the non-employee directors held the following RSUs: Mr. Driscoll - 90,757; Mr. DeMichiei - 36,896; Ms. Gupta - 5,134; Ms. Hung -13,829; Ms. Miller - 31,614; Ms. Riefberg - 13,829; and Mr. Roman - 5,134. As of December 31, 2025, our non- employee directors held the following options (both exercisable and unexercisable): Mr. Driscoll – options to purchase 241,999 shares; Ms. Miller and Mr. DeMichiei - each held options to purchase 80,050 shares; and Ms. Riefberg and Ms. Hung - each held options to purchase 24,200 shares. (2)These directors are affiliated with our Institutional Investors and do not receive compensation for Board or committee service. (3)Ms. Gupta and Mr. Roman were appointed as directors on June 4, 2025. (4)Ms. Gupta elected to defer 50% of her 2025 cash compensation under our Non-Employee Director Deferral Program. See the section entitled “Deferred Compensation Plan—Deferral elections” for a description of the Non-Employee Director Deferral Program and deferred stock units issued thereunder. (5)Mr. Liu is not being nominated for reelection at the 2026 Annual Meeting. (6)Mr. Roman elected to defer his 2025 cash compensation under our Non-Employee Director Deferral Program. See the section entitled “Deferred Compensation Plan—Deferral elections” for a description of the Non-Employee Director Deferral Program and deferred stock units issued thereunder. (7)Ms. Young was appointed as a director on October 1, 2025. 382026 Proxy Statement

  42. Long-Term Alignment and Market Competitiveness

    Long-Term Alignment and Market Competitiveness We prioritize long-term alignment through equity awards that foster ownership and encourage sustained value creation. By reviewing peer company practices, we strive to maintain market competitiveness and ensure our ability to recruit and retain top talent. Our approach is straightforward and designed to meet investor expectations while promoting stability and retention through both time-based and performance- based equity awards.

  43. Key Practices and Policies

    | Vesting requirements for dividend equivalents | Dividend equivalents will not be paid unless and until the vesting or performance conditions for the underlying equity award are met. | | No pension benefits | We do not provide pension benefits. | | Independent compensation consultant | The Compensation Committee directly retains an independent compensation consultant that performs no other services for the Company. |

  44. Annual Cash Incentives

    Annual Cash Incentives Annual cash incentives are designed to reward executives for achievement of financial and strategic goals that drive Company performance. The 2025 Annual Incentive Plan (AIP) was structured to reinforce accountability for revenue growth, profitability, and operational execution. Additional details regarding the AIP can be found below in the section entitled "2025 Compensation Decisions, Performance Metrics and Results — Annual Cash Incentive Measures and Payout."

  45. Equity Awards

    Equity Awards A substantial portion of our NEO compensation is delivered through long-term equity awards—specifically, RSUs and PSUs for our CEO. Together, RSUs and PSUs serve as key tools to attract, retain, and incentivize top leadership while aligning their interests with those of our stockholders. For additional information and details on our 2025 equity awards, see the section entitled "2025 Compensation Decisions, Performance Metrics and Results - 2025 Equity Awards."

  46. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee engages an independent compensation consultant to support its oversight of executive compensation. This consultant brings objective market data, peer comparisons, and expert advice on our compensation program design. In 2025, the independent compensation consultant, Korn Ferry, regularly attended Committee meetings and participated in discussions. They provided input on the structure of equity awards and the design of incentive plans, ensuring these programs are competitive and aligned with market practices. Additionally, the consultant assists the Committee with compliance matters and governance reviews, helping to ensure that all compensation decisions meet regulatory requirements and reflect best practices.

  47. Peer Group

    Peer Group We evaluate executive compensation against a peer group of companies selected based on industry relevance, revenue, market capitalization, and talent competition. Our peer group includes companies in healthcare technology, SaaS, and related sectors. The Committee reviews the peer group annually and adjusts as needed. The peer group used for making 2025 compensation decisions included the following companies:

  48. Peer Group

    | ACI Worldwide, Inc. | AspenTech Corporation* | Bentley Systems, Inc. | Bill Holdings, Inc. | | Blackbaud, Inc. | BlackLine, Inc. | CCC Intelligent Solutions Holdings Inc. | Certara, Inc. | | Clearwater Analytics Holdings, Inc. | Doximity, Inc. | EverCommerce Inc. | Evolent Health, Inc. | | Guidewire Software, Inc. | HealthEquity, Inc. | PTC Inc. | Tyler Technologies, Inc. | | Veeva Systems Inc. | | | |

  49. Peer Group

    *AspenTech was removed from our peer group to be used for 2026 compensation decisions due to its acquisition by Emerson in March 2025. Our strong positioning across key financial metrics in the peer group—revenue, market capitalization, EBITDA, EBITDA margin, and TSR—reinforces the appropriateness of the selected peer group for compensation decisions. Our 2025 revenue places us near the median of the peer group, with profitability near the top quartile. Market capitalization has grown significantly post-IPO and sits above the peer group median. TSR has been strong, with Waystar outperforming consensus expectations every quarter since our IPO in 2024 and beating all but two peer companies in one-year TSR. Our consistent EBITDA growth and EBITDA margin compare favorably to the peer group. These metrics validate the peer group’s comparability and underscore our leadership position, providing a solid foundation for compensation decisions that align executive rewards with stockholder value.

  50. Annual Cash Incentive Measures and Payout

    Annual Cash Incentive Measures and Payout Our Annual Cash Incentive Plan is designed to motivate and reward our NEOs for delivering strong performance against annual financial and operational priorities. For 2025, the Compensation Committee again emphasized financial results that reflect the core drivers of Waystar’s growth, profitability, and long‑term value creation. The Committee selected revenue and adjusted EBITDA as the financial performance measures for the 2025 awards, which comprised 75% of our NEO Annual Cash Incentive opportunity. These metrics are widely recognized indicators of our scale and operational efficiency and align closely with the factors that investors and other stakeholders use to evaluate our performance on a quarterly and annual basis. The other 25% of the target under our Annual Cash Incentive Plan focused on ten Management by Objectives (MBOs), which are more fully described below. Payouts under the Annual Cash Incentive Plan are determined quantitatively based on a 37.5% weighting for revenue, a 37.5% weighting for adjusted EBITDA, and a 25% weighting for MBOs. For 2025, the target payout opportunity under the Annual Cash Incentive Plan was 110% of annual base salary for Messrs. Hawkins, Oreskovich, Bridge, and Schremser, and 160% of annual base salary for Mr. Sinclair. In 2024, Mr. Sinclair was also eligible for a commission based on the estimated gross margin of 2024 bookings. For 2025, this commission was removed and Mr. Sinclair's total Annual Cash Incentive target was adjusted from 100% of his base salary in 2024 to 160% of his base salary in 2025. Threshold performance under the plan results in a payout equal to 50% of target, and maximum performance results in a payout equal to 150% of target for each of the revenue and adjusted EBITDA metrics. If threshold performance for a metric is not achieved, no payout is earned for that metric. In establishing the 2025 performance goals, the Committee considered a range of business factors expected to influence Waystar’s operating environment during the year. These included anticipated healthcare market conditions, expected customer volume trends, capital requirements to support our business strategies and product roadmap, and the evolving macroeconomic environment. The Committee focused primarily on setting goals that align executive compensation with financial performance reflecting disciplined execution, sustainable growth, and stockholder value creation under the projected conditions for 2025. The Committee selected threshold goals representing the minimum level of performance necessary for an NEO to earn an annual incentive payout. Target goals were calibrated to reflect strong expected performance based on the Company’s operating plan, while maximum goals were set to represent exceptional execution and financial outcomes based on the business scenarios evaluated. 482026 Proxy Statement

  51. Annual Cash Incentive Measures and Payout

    | Revenue Targets | | | | Achievement Threshold as % of Plan | $M Equivalent | % Paid | | —% | $0 | —% | | 98.0% | $996 | 50% | | 98.4% | $1,000 | 60% | | 99.2% | $1,008 | 80% | | 100.0% | $1,016 | 100% | | 103.0% | $1,046 | 120% | | 104.5% | $1,062 | 140% | | 106.0% | $1,077 | 150% |

  52. Annual Cash Incentive Measures and Payout

    | Adjusted EBITDA Targets | | | | Achievement Threshold as % of Plan | $M Equivalent | % Paid | | —% | $0 | —% | | 95.0% | $387 | 50% | | 96.0% | $391 | 60% | | 97.0% | $395 | 80% | | 100.0% | $407 | 100% | | 104.0% | $423 | 120% | | 106.5% | $433 | 140% | | 107.5% | $438 | 150% |

  53. Annual Cash Incentive Measures and Payout

    The MBO component of the Annual Cash Incentive Plan was designed to reinforce execution against key strategic, operational, and organizational priorities. The MBOs, which are set forth in the table below, consist of quantitative targets aligned with the Company’s operational goals and milestones. Each MBO is monitored throughout the year through regular operating updates and formal quarterly reports by management to the Chief Executive Officer and the Board, including in executive session.

  54. Annual Cash Incentive Measures and Payout

    | 2025 Management by Objectives | | | Gross Margin | Client Sat | | Gross Attrition | Regrettable Turnover | | Pricing | Platform stability - uptime | | Solution Adoption Revenue Attainment | Product quality - defect res. SLA | | Client NPS | Successfully launch new products |

  55. Annual Cash Incentive Measures and Payout

    For 2025, the Company delivered financial performance that exceeded target levels under the Annual Cash Incentive Plan for both the revenue and adjusted EBITDA metrics with actual revenue performance of $1.1 billion and actual adjusted EBITDA performance of $462.1 million. In determining the payout for the revenue and adjusted EBITDA metrics, the compensation committee used its discretion to exclude from the actual results of each metric a portion of the impact of Iodine results, which were not contemplated at the time of determination of target performance levels. MBO achievements resulted in a weighted average of 97% achievement. Based on performance across all financial and MBO metrics, the Annual Cash Incentive Plan payout for each of our NEOs was 135% of target.

  56. 2025 Equity Awards

    2025 Equity Awards When setting the value of equity awards for our NEOs, the Compensation Committee considers our size and performance relative to peer companies, the scope and complexity of our NEOs’ roles, prevailing market practices, and recommendations provided by our independent compensation consultant. In 2025, each NEO was granted a long-term equity award of RSUs. Mr. Hawkins was granted an additional long-term equity award consisting of PSUs as further described below. The equity awards granted in 2025 were granted under, and subject to, the terms of our 2024 Equity Incentive Plan.

  57. RSUs Granted in 2025

    RSUs Granted in 2025 RSUs promote retention and align executives with stockholder interests by encouraging long-term ownership. These awards vest over multiple years, reinforcing continuity and leadership stability. RSUs also offer predictable value at grant and are less dilutive, supporting our ownership culture and managing stockholder dilution. Time‑based RSUs granted to our NEOs on April 1, 2025 vest over four years, with 40% vesting in the third year and 60% vesting in the fourth year, subject to the terms of the applicable award agreements, including continued employment or service through the applicable vesting date. In setting the amount of each NEO’s RSU award, the Compensation Committee considered recommendations and information provided by its independent compensation consultant, such as executives’ roles and responsibilities, retention and 2026 Proxy Statement49 leadership continuity considerations, liquidity‑related retention risks, and competitive market positioning, including that certain members of the executive leadership team were positioned below market median in long‑term incentive opportunity. The Committee determined that granting equity awards in 2025, rather than deferring until 2026, with a back‑weighted vesting schedule, appropriately balanced retention objectives with long‑term stockholder alignment. The number of RSUs granted to each NEO was determined by dividing the Committee‑approved grant value by the 20‑day volume‑weighted average trading price of the Company’s common stock ending on the grant date.

  58. PSUs Granted in 2025

    PSUs Granted in 2025 PSUs are earned based on performance against financial goals and are designed to motivate executives to achieve strategic outcomes. PSUs vest based on our performance against outlined performance criteria, which is evaluated over a multi-year period. This structure supports our pay-for-performance philosophy and ties executive rewards directly to Company success. Mr. Hawkins received a standalone PSU grant with vesting contingent on TSR percentile rank relative to a peer group consisting of all companies in the S&P SmallCap 600 Information Technology sector index over a four-year performance period beginning on April 1, 2025 and ending on April 1, 2029. Subject to the terms of the award agreement, between zero and 200% of the target number of PSUs will vest on a date on which the Committee certifies the performance percentile ranking achieved (which certification will occur as soon as practicable, but in no event more than 60 days, following the end of the performance period), depending on our TSR percentile rank relative to a peer group, as follows:

  59. PSUs Granted in 2025

    | Performance Percentile Ranking | Percentage of PSUs that Vest | | Less than 30th percentile | 0% | | 30th percentile | 50% | | Above 30th but below 55th percentile | Linear interpolation between 50% and 100% | | 55th percentile | 100% | | Above 55th but below 80th percentile | Linear interpolation between 100% and 200% | | 80th percentile or greater | 200% |

  60. PSUs Granted in 2025

    For granted PSUs, we will provide updates and summarize performance results in future proxy statements over the course of the applicable performance period.

  61. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We do not have a formal policy that requires us to grant, or avoid granting, stock options, stock appreciation rights, or similar option-like instruments to our NEOs or other employees at certain times. We granted option awards to our executive officers and other employees in connection with our IPO, and since our IPO, we have only granted stock options in connection with non-NEO new hires, the timing of which has been tied to the employee's commencement of employment. As a result, in all cases since our IPO, the timing of stock option grants has occurred independent of the release of any material nonpublic information, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We anticipate that, in the event our Compensation Committee determines to make annual or other broad-based grants of stock options, stock appreciation rights, or similar option-like instruments in the future, it will consider whether to adopt such a policy at such time. During 2025, we did not grant any stock options, stock appreciation rights, or similar option-like instruments to our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  62. SUMMARY COMPENSATION TABLE — 2025, 2024, 2023

    SUMMARY COMPENSATION TABLE — 2025, 2024, 2023 The table below provides information regarding the total compensation paid to or earned by each of our NEOs for each of the fiscal years ended December 31, 2025, 2024, and 2023.

  63. SUMMARY COMPENSATION TABLE — 2025, 2024, 2023

    | Name and Principal Position | Year | Salary ($) | Option awards ($) | Stock awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | Matthew J. Hawkins | 2025 | 830,000 | — | 35,001,350 | 1,228,350 | 64,619 | 37,124,319 | | Chief Executive Officer | 2024 | 800,000 | 17,349,946 | 10,750,000 | 994,437 | 50,480 | 29,944,863 | | | 2023 | 771,458 | — | — | 712,828 | 59,011 | 1,543,297 | | Steven M. Oreskovich | 2025 | 463,750 | — | 7,805,570 | 686,346 | 66,438 | 9,022,104 | | Chief Financial Officer | | | | | | | | | T. Craig Bridge | 2025 | 463,750 | — | 9,756,999 | 686,346 | 44,237 | 10,951,332 | | Chief Transformation Officer | 2024 | 430,000 | 5,358,880 | 3,271,720 | 534,510 | 59,428 | 9,654,538 | | | 2023 | 412,000 | — | — | 380,733 | 14,337 | 807,070 | | Christopher L. Schremser | 2025 | 463,750 | — | 9,756,999 | 686,346 | 65,530 | 10,972,625 | | Chief Technology Officer | 2024 | 430,000 | 6,446,723 | 3,739,130 | 534,510 | 40,625 | 11,190,988 | | | 2023 | 412,000 | — | — | 380,733 | 13,359 | 806,092 | | Eric L. (Ric) Sinclair III | 2025 | 463,750 | — | 11,708,392 | 998,322 | 61,330 | 13,231,794 | | Chief Business Officer | 2024 | 430,000 | 6,446,723 | 3,739,130 | 945,621 | 36,080 | 11,597,554 | | | 2023 | 412,000 | — | — | 625,840 | 22,512 | 1,060,352 |

  64. SUMMARY COMPENSATION TABLE — 2025, 2024, 2023

    (1)The amounts reported represent the grant-date fair value of RSUs granted during the year covered, computed in accordance with Topic 718. For Mr. Hawkins, his 2025 amount also includes the grant-date fair value of PSUs granted during the year, computed in accordance with Topic 718. The grant-date fair value of this award (assuming the highest level of performance conditions) was $48,866,938. For additional information see the "Grants of Plan-Based Awards" table. For a discussion of the assumptions made in the valuation of the PSUs, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2025. (2)The amounts reported represent the annual bonuses earned by each NEO under the Annual Cash Incentive Plan for 2025. (3)The amounts reported in this column for 2025 represent the following for each NEO: Mr. Hawkins: employer matching contributions to our 401(k) plan ($6,833), perquisites consisting of travel vouchers or gift cards, spousal travel to employee incentive trips and executive (and spouse) physical examinations, and tax reimbursements related to executive gifts ($26,714). Mr. Oreskovich: employer matching contributions to our 401(k) plan ($13,008), perquisites consisting of travel vouchers or gift cards, spousal travel to employee incentive trips and executive (and spouse) physical examinations, and tax reimbursements related to executive gifts ($27,855). Mr. Bridge: employer matching contributions to our 401(k) plan ($14,000), perquisites consisting of travel vouchers or gift cards and spousal travel to employee incentive trips, and tax reimbursements related to executive gifts ($27,047). Mr. Schremser: employer matching contributions to our 401(k) plan ($13,008), perquisites consisting of travel vouchers or gift cards and spousal travel to employee incentive trips, and tax reimbursements related to executive gifts ($27,629). Mr. Sinclair: employer matching contributions to our 401(k) plan ($14,000), perquisites consisting of travel vouchers or gift cards and spousal travel to employee incentive trips, and tax reimbursements related to executive gifts ($27,855). 2026 Proxy Statement53

  65. GRANTS OF PLAN-BASED AWARDS — 2025

    GRANTS OF PLAN-BASED AWARDS — 2025 The following table provides information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2025.

  66. GRANTS OF PLAN-BASED AWARDS — 2025

    | | | | Estimated future payouts under non- equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards ($)(2) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Matthew J. Hawkins | Cash Incentive | — | 479,325 | 913,000 | 1,255,375 | — | — | — | — | | | | RSUs | 05/09/25 | — | — | — | — | — | — | 264,131 | 10,567,881 | | | PSUs | 05/09/25 | — | — | — | 198,099 | 396,197 | 792,394 | — | 24,433,469 | | Steven M. Oreskovich | Cash Incentive | — | 267,816 | 510,125 | 701,422 | — | — | — | — | — | | | RSUs | 04/01/25 | — | — | — | — | — | — | 211,304 | 7,805,570 | | T. Craig Bridge | Cash Incentive | — | 267,816 | 510,125 | 701,422 | — | — | — | — | — | | | RSUs | 04/01/25 | — | — | — | — | — | — | 264,131 | 9,756,999 | | Christopher L. Schremser | Cash Incentive | — | 267,816 | 510,125 | 701,422 | — | — | — | — | — | | | RSUs | 04/01/25 | — | — | — | — | — | — | 264,131 | 9,756,999 | | Eric L. (Ric) Sinclair III | Cash Incentive | — | 389,550 | 742,000 | 1,020,250 | — | — | — | — | — | | | RSUs | 04/01/25 | — | — | — | — | — | — | 316,957 | 11,708,392 |

  67. GRANTS OF PLAN-BASED AWARDS — 2025

    (1)Represents awards that could be earned under our AIP. See the section entitled “2025 Compensation Decisions, Performance Metrics and Results — Annual Cash Incentive Measures and Payout.” (2)The grant date fair value for RSUs is calculated in accordance with FASB ASC 718 based on the closing price of our common stock on the date of grant. The grant date fair value for PSUs is calculated using a Monte-Carlo model for each award on the date of grant, determined under FASB ASC 718. 542026 Proxy Statement

  68. OUTSTANDING EQUITY AWARDS — 2025

    OUTSTANDING EQUITY AWARDS — 2025 The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  69. OUTSTANDING EQUITY AWARDS — 2025

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisab le | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | Matthew J. Hawkins (1) | 1,264,545 | — | — | $4.14 | 11/1/2027 | | | | | | (1) | 593,135 | — | — | $4.14 | 11/1/2027 | | | | | | (2) | 1,089,000 | — | 1,089,000 | $16.53 | 10/23/2029 | | | | | | (2) | 140,663 | 93,775 | 234,437 | $33.06 | 8/16/2032 | | | | | | (3) | 48,400 | 96,800 | — | $37.20 | 5/1/2034 | | | | | | (3) | 250,000 | 1,000,000 | — | $21.50 | 6/6/2034 | | | | | | (4) | | | | | | 400,000 | $13,100,000 | | | | (5) | | | | | | 264,131 | $8,650,290 | | | | (6) | | | | | | | | 396,197 | $12,975,452 | | Steven M. Oreskovich (1) | 101,205 | — | — | $4.14 | 9/17/2028 | | | | | | (2) | 204,188 | — | 204,187 | $16.53 | 10/23/2029 | | | | | | (2) | 30,250 | — | 30,250 | $18.19 | 8/9/2030 | | | | | | (2) | 4,538 | 3,025 | 7,562 | $33.06 | 8/16/2032 | | | | | | (3) | 12,705 | 25,410 | — | $37.20 | 5/1/2034 | | | | | | (3) | 76,086 | 304,348 | — | $21.50 | 6/6/2034 | | | | | | (4) | | | | | | 121,739 | $3,986,952 | | | | (5) | | | | | | 211,304 | $6,920,206 | | | | T. Craig Bridge (2) | 65,542 | — | 196,625 | $16.53 | 10/23/2029 | | | | | | (2) | 45,375 | — | 45,375 | $18.19 | 08/9/2030 | | | | | | (2) | 20,873 | 13,915 | 34,787 | $33.06 | 08/16/2032 | | | | | | (3) | 16,133 | 32,267 | — | $37.20 | 05/1/2034 | | | | | | (3) | 76,086 | 304,348 | — | $21.50 | 06/6/2034 | | | | | | (4) | | | | | | 121,739 | $3,986,952 | | | | (5) | | | | | | 264,131 | $8,650,290 | | | | Christopher L. Schremser (1) | 68,994 | — | — | $4.14 | 11/1/2027 | | | | | | (2) | 294,938 | — | 294,937 | $16.53 | 10/23/2029 | | | | | | (2) | 90,750 | — | 90,750 | $18.19 | 8/9/2030 | | | | | | (2) | 20,873 | 13,915 | 34,787 | $33.06 | 8/16/2032 | | | | | | (3) | 24,200 | 48,400 | — | $37.20 | 5/1/2034 | | | | | | (3) | 86,956 | 347,826 | — | $21.50 | 6/6/2034 | | | | | | (4) | | | | | | 139,131 | $4,556,540 | | | | (5) | | | | | | 264,131 | $8,650,290 | | | | Eric L. (Ric) Sinclair III (1) | 38,804 | — | — | $4.14 | 11/1/2027 | | | | | | (2) | 294,938 | — | 294,937 | $16.53 | 10/23/2029 | | | | | | (2) | 90,750 | — | 90,750 | $18.19 | 8/9/2030 | | | | | | (2) | 20,873 | 13,915 | 34,787 | $33.06 | 8/16/2032 | | | | | | (3) | 24,200 | 48,400 | — | $37.20 | 5/1/2034 | | | | | | (3) | — | 434,782 | — | $21.50 | 6/6/2034 | | | | | | (4) | | | | | | 139,131 | $4,556,540 | | | | (5) | | | | | | 316,957 | $10,380,341 | | |

  70. OUTSTANDING EQUITY AWARDS — 2025

    2026 Proxy Statement55 (1)Represents substitute options granted under the Company's 2019 Stock Incentive Plan to the NEO in connection with the acquisition of the Company by investment vehicles affiliated with EQT, CPPIB, and Bain in 2019. On July 18, 2024, and April 28, 2025, Mr. Hawkins transferred 500,000 stock options and 250,000 stock options, respectively, to irrevocable trusts for which he serves as trustee. On August 1, 2025, Mr. Hawkins transferred 156,865 stock options from an irrevocable trust back to him directly. (2)Represents time‑vesting and performance‑vesting stock options granted to the NEO under the Company’s 2019 Stock Incentive Plan, with 50% subject to time‑based vesting and 50% subject to performance‑based vesting. The stock options have a ten‑year term and vest as follows: Time‑vesting stock options. The time‑vesting stock options vest over five years, with 20% vesting on each of the first five anniversaries of the applicable grant date — which for the grants in the table above were October 23, 2019, August 9, 2020, or August 16, 2022, subject to continued employment or service through each applicable vesting date; provided that, upon a change of control, all outstanding unvested time‑vesting stock options will vest in full immediately prior to the change of control. Performance‑vesting stock options. The performance‑vesting stock options begin to vest when and if investment vehicles affiliated with EQT, CPPIB, and Bain receive cash proceeds with respect to or in exchange for their equity securities of the Company equal to a 1.5× multiple on their collective investment, subject to the NEO’s continued employment or service with us through the applicable measurement date. 100% of the performance‑vesting stock options vest when and if investment vehicles affiliated with EQT, CPPIB, and Bain receive cash proceeds with respect to or in exchange for their equity securities of the Company equal to a 2.5× multiple on their collective investment, subject to continued employment or service with us through the applicable measurement date. To the extent the investment vehicles affiliated with EQT, CPPIB, and Bain receive cash proceeds between a 1.5× and 2.5× multiple on their collective investment, the performance‑vesting stock options vest based on linear interpolation between these performance levels. (3)Represents time‑vesting stock options granted to the NEO under the Company’s 2024 Equity Incentive Plan. These stock options have a ten‑year term and vest over five years, with 20% vesting on each of the first five anniversaries of the grant date, which was June 6, 2024, subject to the NEO’s continued employment or service with the Company through each applicable vesting date. (4)Represents RSUs granted to the NEO under the Company’s 2024 Equity Incentive Plan on June 10, 2024. Subject to the NEO’s continued employment or service with the Company through each applicable vesting date, these RSUs vest over five years, with 20% vesting on each of the first five anniversaries of the grant date. (5)Represents RSUs granted to the NEO under the Company’s 2024 Equity Incentive Plan on May 9, 2025. Subject to the NEO’s continued employment or service with the Company through each applicable vesting date, these RSUs vest over four years, with 40% vesting on the three-year anniversary of the grant date and 60% vesting on the four-year anniversary of the grant date. (6)Represents unvested PSUs granted on May 9, 2025. These PSUs vest based on the Company’s TSR relative to a peer group over a four-year performance period ending April 1, 2029. The number of PSUs shown reflects the threshold number; actual shares earned may range from 0% to 200% of target based on performance. See “Compensation Discussion and Analysis—2025 Equity Awards” for details. (7)The dollar amounts shown in these columns are determined by multiplying the number of RSUs and PSUs reported by the closing price for our common stock on December 31, 2025, which was $32.75 per share. 562026 Proxy Statement

  71. OPTION EXERCISES AND STOCK VESTED — 2025

    OPTION EXERCISES AND STOCK VESTED — 2025 The following table provides information regarding option exercises and stock vested for our NEOs during the year ended December 31, 2025.

  72. OPTION EXERCISES AND STOCK VESTED — 2025

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (2) | | Matthew J. Hawkins | 705,200 | 24,070,973 | 100,000 | 4,116,000 | | Steven M. Oreskovich | 33,332 | 1,154,322 | 30,434 | 1,252,663 | | T. Craig Bridge | 131,083 | 3,384,563 | 30,434 | 1,252,663 | | Christopher L. Schremser | 86,230 | 2,830,405 | 34,782 | 1,431,627 | | Eric L. (Ric) Sinclair III | 116,420 | 3,901,836 | 34,782 | 1,431,627 |

  73. OPTION EXERCISES AND STOCK VESTED — 2025

    (1)All amounts reported represent the aggregate dollar amount realized upon exercise, calculated by multiplying (i) the number of shares exercised by (ii) the difference between the closing price of our common stock on the date of exercise and the exercise price of the option. No amounts were deferred or transferred for value. (2)All amounts reported represent the aggregate dollar amount realized upon vesting of stock awards, calculated by multiplying the number of stock units that vested by the closing price of our common stock on the vesting date. All awards reported in this table vested on June 6, 2025, when the closing price of our common stock was $41.16 per share. No amounts were deferred or transferred for value. 2026 Proxy Statement57

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE

  75. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    PAY VERSUS PERFORMANCE — 2025, 2024, 2023 This pay versus performance section is presented in accordance with Regulation S-K requirements. It provides a summary of the relationship between compensation actually paid to our NEOs and our financial and stockholder return performance. The following disclosures highlight both the required and Company- selected metrics, illustrating how executive pay outcomes align with our performance results and compensation philosophy. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  76. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    | | | | | | Value of initial fixed $100 investment based on:(4) | | | | | Year | Summary compensation table total for PEO(1) ($) | Compensation actually paid to PEO(1),(2),(3) ($) | Average summary compensation table total for non-PEO named executive officers(1) ($) | Average compensation actually paid to non-PEO named executive officers(1),(2),(3) ($) | Total shareholder return ($) | Peer group total shareholder return ($) | Net income ($ Millions) | Revenue(5) ($ Millions) | | 2025 | 37,124,318 | 18,676,673 | 11,044,463 | 7,778,152 | 158.21 | 123.55 | 112.1 | 1,099.3 | | 2024 | 29,944,863 | 55,359,989 | 11,394,271 | 20,001,101 | 177.29 | 103.76 | -19.1 | 943.5 |

  77. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    (1)Mr. Hawkins was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for 2024 were Christopher L. Schremser and Eric (Ric) Sinclair III; for 2025, the Non-PEO NEOs were Steven M. Oreskovich, T. Craig Bridge, Christopher L. Schremser, and Eric (Ric) Sinclair III. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total for the applicable year with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table for the applicable year.

  78. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 37,124,318 | (35,001,350) | 16,553,705 | 18,676,673 | | 2024 | 29,944,863 | (28,099,946) | 53,515,072 | 55,359,989 |

  79. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 11,044,463 | (9,756,990) | 6,490,679 | 7,778,152 | | 2024 | 11,394,271 | (10,185,853) | 18,792,683 | 20,001,101 |

  80. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  81. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 23,339,655 | (7,574,504) | — | 788,554 | — | — | 16,553,705 | | 2024 | 50,532,677 | 1,974,938 | — | 1,007,457 | — | — | 53,515,072 |

  82. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    2026 Proxy Statement61

  83. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 8,650,282 | (2,402,976) | — | 243,373 | — | — | 6,490,679 | | 2024 | 17,961,862 | 562,950 | — | 267,871 | — | — | 18,792,683 |

  84. PAY VERSUS PERFORMANCE — 2025, 2024, 2023

    (4)The Peer Group TSR set forth in this table utilizes the S&P 600 Information Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting June 7, 2024, through the end of the listed year in the Company and in the S&P 600 Information Technology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. We may determine a different financial performance measure to be the most important financial performance measure in future years.

  85. Relationship Between Compensation Actually Paid and our Total Shareholder

    Relationship Between Compensation Actually Paid and our Total Shareholder

  86. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the two most recently completed fiscal years.

  87. Relationship Between Compensation Actually Paid and Revenue

    Relationship Between Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue during the two most recently completed fiscal years.

  88. Indemnification of Directors and Officers

    Indemnification of Directors and Officers We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the DGCL from and against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding. Additionally, we have agreed to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.

  89. Class II Director Nominees

    Class II Director Nominees

  90. Class II Director Nominees

    | Name | Age | Independent | Director Since | Committee Memberships | | Robert A. DeMichiei | 61 | Yes | 2020 | Audit (Chair) | | John Driscoll | 66 | Yes | 2019 | Nominating & Corporate Governance | | Paul G. Moskowitz | 39 | Yes | 2019 | None | | Lauren Young | 40 | Yes | 2025 | None |

  91. Class II Director Nominees

    Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of each of the Board's Class II Director nominees. If, for any reason, at the time of election any of the nominees named should decline or be unable to accept his or her nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our Board. Our Board, however, has no reason to believe that any of the nominees will be unable to serve as a director.

  92. Are all of the Company’s directors standing for election at the Annual Meeting?

    Are all of the Company’s directors standing for election at the Annual Meeting? No, only our Class II directors are standing for re-election at this time. Our Class III directors will stand for election in 2027 and our Class I directors will stand for election in 2028.