v3.26.1
Stock-based Compensation
 6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation Stock-based Compensation
Equity incentive plans
On October 22, 2019, the Board of Directors approved the Waystar Holding Corp. 2019 Stock Incentive Plan (“2019 Waystar Holding Plan”). Under this plan, we can issue up to 9.9 million options or other equity awards. The granted awards contain service criteria, performance criteria, market conditions, or a combination thereof for vesting and have a 10-year contractual term. Options with a service condition generally vest over 5 years with 20% vesting in equal vesting installments. Options with a performance condition and a market condition vest based upon a change in control, initial public offering, or a sponsor distribution or deemed return if the investors have achieved specified levels of return on investment. In addition, as part of a change in control in 2019, 2.1 million fully vested rollover options remain outstanding.
The Board of Directors approved the Waystar Holding Corp. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), effective as of June 6, 2024, the date of pricing of our IPO. Under this plan, we can issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares of our Common Stock, restricted stock units, performance-based stock units, and other equity-based awards tied to the value of our shares. Under this plan, we can issue up to 10 million options and other equity awards, subject to annual increases as outlined under the plan. The number of shares available to be issued automatically increases on the first day of each fiscal year beginning in 2025 by a number of shares equal to the lesser of the positive difference, if any, between 5% of the outstanding common stock on the last day of the immediately preceding fiscal year, minus the plan share reserve on the last day of the immediately preceding fiscal year or such lesser number of shares as may be determined by the Board of Directors. Options with a service condition generally vest over 5 years with 20% vesting in equal vesting installments. The restricted stock units (“RSUs”) under the 2024 Equity Incentive Plan generally vest over 4 or 5 years with 25% or 20% vesting, respectively, in equal vesting installments. The performance-based stock units (“PSUs”) under the 2024 Equity Incentive Plan that include market-based conditions vest between 0% and 200% based on our total shareholder return (“TSR”) relative to a designated peer group as defined in the respective agreement over a four-year performance period. PSUs under the 2024 Equity Incentive Plan that include performance-based conditions vest between 0% and 200% based on the probable outcome of achieving cumulative revenue and Adjusted EBITDA targets over a three-year performance period. As of June 30, 2026, 8.0 million shares were available for future grants under this plan.
The Board of Directors approved the Waystar Holding Corp. 2024 Employee Stock Purchase Plan (the “ESPP”), effective as of June 6, 2024, the date of pricing of our IPO. A total of 3,250,000 shares of common stock are initially reserved for the ESPP. The number of shares available to be issued for the ESPP will automatically increase each fiscal year beginning in 2025 by a number of shares equal to the lesser of the positive difference, if any, between 1% of the outstanding common stock on the last day of the immediately preceding fiscal year and the number of shares of common stock available for the issuance of shares pursuant to the plan on the last day of the immediately preceding fiscal year or such lesser number of shares as may be determined by the Board of Directors. The number of shares available to be issued for the ESPP will not exceed 27,000,000 as outlined in the plan agreement. Our employees contribute funds via payroll deductions during the offering periods, which are used to buy shares of our common stock at a discount of up to 15% of the purchase price at the purchase date. Offerings to purchase shares are granted twice annually on or about June 30 and December 31. During the three months ended June 30, 2026 and 2025, zero shares of our common stock were issued as part of the ESPP. During the six months ended June 30, 2026 and 2025, 51,221 and zero shares of our common stock were issued as part of the ESPP, respectively. For the three months ended June 30, 2026 and 2025, expense of $0.1 million and $0.2 million, respectively, and for the six months ended June 30, 2026 and 2025, expense of $0.2 million and $0.2 million, respectively, has been recorded which represents the 15% discount given to the employees under the ESPP.
Stock Options
We utilize the Black-Scholes option pricing model to estimate the fair value of the service condition options under all plans and the Monte Carlo pricing model to estimate the fair value of the performance condition options under the 2019 Waystar Holding Corp. Plan. We value both types of options at the grant date using the following assumptions:
•Risk-free interest rate—reflects the average rate on the United States Treasury bond with maturity equal to the expected term of the option;
•Expected dividend yield—as we do not currently pay dividends or expect to pay dividends in the near future, the expected dividend yield is zero;
•Expected term of stock award – under the 2024 Equity Incentive Plan, we utilized the simplified method due to the lack of historical experience activity for Waystar. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. Under the 2019 Waystar Holding Corp. Plan, it is based on historical experience that is modified based on expected future changes; and
•Expected volatility in stock price—reflects the historical volatility of comparable public companies over the expected term of the stock option.
No options were granted during the three and six months ended June 30, 2026. The weighted average grant date fair value of options granted during the three and six months ended June 30, 2025 was $18.69. As of June 30, 2026, we had 6.9 million fully vested options with a weighted average exercise price of $16.16 per share, an aggregate intrinsic value of $45.0 million and an average remaining contractual term of 4.0 years. The total fair value of options vested for the three months ended June 30, 2026 and 2025 was $9.6 million and $11.3 million, respectively and $11.1 million and $13.6 million for the six months ended June 30, 2026 and 2025, respectively.
Information pertaining to option activity under all plans (including rollover options) during the six months ended June 30, 2026 and 2025 is as follows:
Number of
options		Weighted average
exercise price per
share		Weighted
average
remaining
contractual life
Outstanding December 31, 202513,992,173$18.71 5.1
Granted—— 
Exercised(433,775)15.80 
Forfeited(1,738,159)21.43 
Outstanding June 30, 202611,820,239$18.42 4.5
Number of
options		Weighted average
exercise price per
share		Weighted
average
remaining
contractual life
Outstanding December 31, 202416,511,128$17.57 5.8
Granted132,06536.94 
Exercised(1,577,468)9.55 
Forfeited(83,792)27.28 
Outstanding June 30, 202514,981,933$18.54 5.4
The following is a summary of the significant assumptions used in estimating the fair value of options granted during the three and six months ended June 30, 2026 and 2025:
Three months ended June 30,Six months ended June 30,
2026202520262025
Risk free interest rateN/A3.95 %N/A3.95 %
Expected dividend yieldN/A0 %N/A0 %
Expected term of stock awardN/A6.2N/A6.2
Expected volatility in stock priceN/A46.24 %N/A46.24 %
The aggregate intrinsic value of options exercised (the difference between the fair market value of our stock on the date of exercise and the exercise price) was approximately $1.1 million and $23.9 million for the three months ended June 30, 2026 and 2025, respectively, and $2.1 million and $48.9 million for the six months ended June 30, 2026 and 2025, respectively.
We expect to incur compensation expense of approximately $20.7 million over a weighted average of 2.5 years for all unvested time-based awards outstanding on June 30, 2026.
RSUs
The RSUs granted on June 10, 2024 in conjunction with the IPO were valued at the IPO price. Subsequent RSU grants have been valued using our common stock price as of the grant date based on the publicly traded value per NASDAQ, and are expensed on a straight-line basis over the applicable vesting period. All vesting is contingent on continued service.
The following table summarizes RSU activity during the six months ended June 30, 2026 and 2025.
Number of
shares		Weighted
average grant
date fair value
Outstanding December 31, 20254,220,158$31.65 
Granted2,130,19524.63 
Vested(510,848)26.36 
Forfeited(1,125,310)31.24 
Outstanding June 30, 20264,714,195$29.15 
Number of
shares		Weighted
average grant
date fair value
Outstanding December 31, 20242,089,241$21.91 
Granted2,240,01737.38 
Vested(460,362)21.50 
Forfeited(48,350)27.38 
Outstanding June 30, 20253,820,546 $30.96 
We expect to incur compensation expense of $122.5 million over a weighted average of 3.1 years for all unvested RSUs outstanding on June 30, 2026.
PSUs
We utilize the Monte Carlo pricing model to estimate the fair value of the market-based condition PSUs at the grant date under the 2024 Equity Incentive Plan. The Monte Carlo model incorporates assumptions regarding expected volatility, correlation between performance of our stock price and that of publicly traded peer companies, expected dividend yields and the risk-free interest rate. The Monte Carlo pricing model simulates potential future stock price paths yielding a grant
date fair value that reflects the likelihood of varying outcomes. These awards are expensed on a straight-line basis over the applicable vesting period utilizing the fair value at the grant date. There were no market-based condition PSUs granted during the three and six months ended June 30, 2026.
The following is a summary of the significant assumptions used in estimating the fair value of PSUs granted during the three and six months ended June 30, 2025.
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Risk free interest rateN/A3.92 %N/A3.92 %
Expected dividend yieldN/A0 %N/A0%
Expected term of stock awardN/A4.0N/A4.0
Expected volatility in stock priceN/A40.00 %N/A40.00 %
For PSUs granted with performance-based conditions, they have been valued using our common stock price as of the grant date. The number of shares to be issued ranges from 0% to 200% based on the achievement of certain cumulative revenue and Adjusted EBITDA targets. Expense is recognized over the three-year vesting period based on the probable achievement of these targets at the end of the three-year performance period, as outlined in the agreement. If the targets are not met, no expense is recognized, and any previously recognized expense is reversed.
The following table summarizes PSU activity during the six months ended June 30, 2026 and 2025.
Number of
shares		Weighted
average grant
date fair value
Outstanding December 31, 2025396,197$61.67 
Granted1,388,03025.21 
Vested—— 
Forfeited(101,808)25.62 
Outstanding June 30, 20261,682,419$33.77 
Number of
shares		Weighted
average grant
date fair value
Outstanding December 31, 2024—$— 
Granted396,19761.67 
Vested—— 
Forfeited—— 
Outstanding June 30, 2025396,197$61.67 
We expect to incur compensation expense of $44.2 million over a weighted average of 2.6 years for all unvested PSUs outstanding on June 30, 2026.
Stock-based Compensation
We recorded stock-based compensation expense of $13.8 million and $11.5 million for the three months ended June 30, 2026 and 2025, respectively, and $25.2 million and $18.3 million for the six months ended June 30, 2026 and 2025, respectively.
Stock-based compensation expense was recorded in the following cost and expense categories in the consolidated statements of operations:
Three months ended June 30,Six months ended June 30,
2026202520262025
Cost of revenue$594 $415 $1,029 $646 
General and administrative9,565 7,094 18,317 11,200 
Sales and marketing2,738 2,414 2,347 3,806 
Research and development906 1,607 3,556 2,622 
Total$13,803 $11,530 $25,249 $18,274