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10-K2026-02-17· merged:deepseek-v4-flash

WAY · Waystar Holding Corp.

0001990354-26-000011

SEC filing

Summary

Revenue grew 16.5% to $1.1B driven by subscription growth and Iodine acquisition; net income turned positive; adjusted EBITDA margin expanded.

Key takeaways

Full analysis

Business

Company Overview

Waystar Holding Corp. is a healthcare payments software company that provides an AI-powered cloud platform to simplify the complex reimbursement process for healthcare providers. The company's mission is to enable clients to prioritize patient care while optimizing financial performance. Waystar's platform streamlines pre-service, mid-service, and post-service workflows, including eligibility checks, prior authorization, claims submission, denial management, and patient payments. The company serves over 30,000 clients, representing more than one million providers, and processes over 7.5 billion healthcare payment transactions annually, representing over $2.4 trillion in gross claims.

Reporting Segments

Waystar does not report formal operating segments. However, the business description indicates that approximately one-third of revenue comes from hospitals and health systems, and two-thirds from ambulatory and alternate sites of care (physician practices, clinics, surgical centers, laboratories). Client contracts are typically two to three years with automatic renewals, and over 99% of revenue is recurring subscription or volume-based.

Products & Platforms

The core platform is the Waystar cloud-based system, built on a multi-tenant, event-driven microservices architecture. Key solution categories include Financial Clearance (eligibility, prior authorization, cost estimates), Patient Financial Care (digital statements, patient portal, flexible payments), Claims and Payer Payment Management (submission, scrubbing, remittance), Denials Prevention and Recovery (AI-driven appeal prioritization and root cause analysis), Clinical Integrity and Revenue Capture (coding, DRG, missing charges, agentic AI), and Analytics and Reporting (customizable dashboards). The company's proprietary AI engine, Waystar AltitudeAI, incorporates machine learning, large language models, and generative/agentic AI to automate workflows and improve over time.

Go-To-Market & Customers

Waystar uses a direct sales force of over 100 representatives, segmented by ambulatory and hospital clients, and augmented by channel partnerships with EHR/PM providers and outsourced RCM companies. The client base is highly diversified: the top 10 clients accounted for only 10.8% of 2025 revenue. The Net Revenue Retention Rate was 112.0% for 2025. Clients include 16 of the top 20 U.S. News Best Hospitals. Waystar's go-to-market also includes a client success team for large accounts and marketing to generate demand.

Competition

The market is fragmented. Competitors include revenue cycle technology vendors (legacy, limited breadth), point solution vendors, EHR/PM systems providers (some are partners), and internally developed software. Key competitive factors are AI/innovation, breadth of solutions, quality, ease of use, brand, price, and integration capabilities. Waystar highlights its modern cloud platform, high win rate (85% average from 2023-2025), and rapid adoption following a competitor's cybersecurity incident in 2024.

Strategy

Waystar's growth strategy consists of five pillars: expanding existing client relationships through cross-sell/up-sell (estimated potential to double revenue), growing the client base (addressing over 7.5 million providers), deepening channel partnerships, innovating adjacent solutions (especially agentic AI for autonomous revenue cycle), and selectively acquiring complementary technologies (10 acquisitions since 2018, including Iodine in 2025). The company invests heavily in R&D ($54.6 million in 2025) and daily code updates.

Human Capital

As of December 31, 2025, Waystar employed over 1,700 full-time team members, all located in the United States. None are covered by collective bargaining agreements. The product and engineering team comprises more than 340 members. Waystar emphasizes its values-driven culture, with awards including Great Place to Work certification and recognition as a Fast Company Best Workplace for Innovators.

Period Performance

Period Performance

Revenue for 2025 was $1,099.3 million, a 16.5% increase from $943.5 million in 2024. The growth was driven by a $100.4 million increase in subscription revenue (up 21.9%), largely from new and existing clients and including approximately $30 million from the Iodine acquisition completed in Q4 2025. Volume-based revenue rose $54.8 million (11.4%), with provider solutions contributing $21.2 million and patient payment solutions $33.6 million. Cost of revenue (exclusive of D&A) grew 10.3% to $348.2 million, primarily due to higher transaction volumes and third-party costs, resulting in gross margin expansion (not explicitly reported but implied by lower cost growth). Operating income surged 101.5% to $249.3 million, with operating margin improving from 13.1% to 22.7%, driven by revenue growth and operating leverage. Net income turned positive to $112.1 million from a net loss of $19.1 million in 2024, aided by a $68.7 million reduction in interest expense following debt repayments and refinancing. Adjusted EBITDA grew 20.5% to $462.1 million, with margin expanding 140 bps to 42.0%, reflecting strong cost discipline and scaling benefits.

Segment Dynamics

Waystar operates as a single reporting segment, but the MD&A discloses two revenue types: subscription (50.8% of total, primarily provider solutions) and volume-based (48.6%, split between provider and patient payment solutions). Subscription revenue continues to be the growth engine, driven by client expansion and the Iodine acquisition. Volume-based revenue growth was led by patient payment solutions, reflecting increased transaction volumes. The company noted that provider solutions constitute approximately 70% of total revenue, with patient payment solutions growing slightly faster as a mix. The Iodine acquisition is expected to bolster AI capabilities and automation, potentially accelerating volume-based growth in future periods.

Forward View

Management highlighted strategic priorities including expanding existing client relationships (evidenced by 112.0% Net Revenue Retention Rate and 1,391 clients with >$100K revenue), growing the client base through product leadership, and integrating acquisitions like Iodine to enhance AI and automation. The company expects to benefit from powerful network effects as transaction data improves platform performance. While no explicit quantitative guidance was provided, the focus on recurring revenue (>99% of total), operating leverage, and the Iodine acquisition integration suggest continued margin expansion and revenue growth. The cybersecurity incident tailwinds are expected to fade, but the company's competitive positioning remains strong. Interest expense will continue to benefit from debt refinancing and repayments, though future acquisitions may alter capital structure.

Notes & Operating Detail

Balance Sheet & Liquidity

As of December 31, 2025, Waystar held $61.4M in cash and equivalents plus $24.9M in short-term investment securities, totaling $86.3M in liquid assets. Total debt stood at $1,481.2M (gross), including $1,401.2M under the First Lien Credit Facility and $80.0M under the Receivables Facility. The debt increase relative to 2024 ($1,243.5M) primarily funded the Iodine acquisition. Shareholders' equity grew to $3,878.8M, driven by $112.1M net income and $620.8M in stock issued for Iodine.

Commitments & Contractual Obligations

The Notes disclose no significant purchase commitments beyond ordinary-course operating leases. Lease liabilities total $18.0M (present value), mainly for office space. No material off-balance-sheet commitments or supply agreements were reported.

Capital Allocation (buybacks, dividends, debt, capex)

Waystar did not repurchase any shares or pay dividends in 2025. Capital expenditures totaled $26.5M (2.4% of revenue), including $16.8M in capitalized software development costs. Debt management included $390.1M in new issuances (primarily the October 2025 First Lien refinancing for $250M and revolving draws) and $152.4M in repayments. The company recorded $77.5M in interest and other non-operating expenses.

Segment / Geographic Mix (if disclosed at note level)

Waystar operates as a single reportable segment. The CODM, the CEO, reviews consolidated financials monthly using net income as the key profitability metric. No geographic or product-level segment data is provided. Revenue is entirely within the U.S. healthcare provider market.

Risk Factors

Competitive Landscape

Waystar operates in a highly fragmented and competitive market, facing pressure from both niche players and well-funded large technology companies (e.g., EHR and PM vendors integrating competing solutions). The risk of pricing pressure and client loss is elevated due to the ease of entry and consolidation trends. To retain and attract clients, Waystar must continuously innovate and maintain strong strategic relationships with EHR partners and channel partners. Failure to do so could materially impair revenue growth.

Operational & Technology Risks

Operational risks include reliance on third-party vendors (clearinghouses, payment processors, cloud infrastructure) and the need for seamless interoperability with clients' systems. Cybersecurity incidents could lead to significant costs and reputational damage, as Waystar processes sensitive patient data and payment information. The firm is also exposed to AI-specific risks: reliance on training data quality, regulatory scrutiny (e.g., Colorado AI Act), and competitive pressure from generative AI. Additionally, any errors in product functionality or data processing could result in liability and client loss.

Regulatory & Legal Risks

Waystar is subject to extensive healthcare regulations, including anti-kickback laws (AKS), false claims act, HIPAA, and state privacy laws (e.g., CCPA, My Health My Data Act). Non-compliance could lead to fines, exclusion from government programs, and operational restructuring. The evolving regulatory landscape for AI and data de-identification adds further complexity. The No Surprises Act and value-based care trends may also affect client reimbursement and transaction volumes.

Financial Risks

As of December 2025, Waystar carries $1.5 billion in debt (primarily variable-rate), making it sensitive to interest rate hikes and restrictive covenants. Goodwill and intangible assets constitute 92% of total assets, posing impairment risk if expected cash flows are not realized. The company has no plans to pay dividends, and stock price volatility could be exacerbated by future share issuances or ownership concentration by major investors.

Cash Flow Quality

Missing Data

The provided excerpt does not contain the actual cash flow statement figures. Only the table of contents and auditor report are included, which reference the cash flow statement on page 83 but do not include the numbers. Therefore, no analysis of CFO, capex, or free cash flow can be performed.