WAY on Nasdaq

Waystar Holding Corp.

American computer integrated systems design services company2

In its 2026 annual report the company says: “Waystar provides healthcare organizations with mission-critical AI-powered software that simplifies healthcare payments for providers across the continuum of care. Our enterprise-grade platform streamlines the complex and disparate processes providers must manage to ensure accurate reimbursement and improves the payments experience for providers, patients, and payers.”5 It is headquartered in Wilmington, United States.2

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Last updated Oct 21, 2026.

Overview

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  • TickerWAY on Nasdaq2
  • IndustryServices-Computer Integrated Systems Design2
  • HeadquartersWilmington, United States2
  • Incorporated inDE3
  • Business address1550 Digital Drive, #300, Lehi, Ut 840433
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI529900QJLKXDYU36MH892
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 75599832

Our mission is to simplify healthcare payments through our modern cloud-based software, enabling our healthcare clients to prioritize patient care and optimize their financial performance.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

22.7%Operating margin6
10.2%Net margin6
16.5%Revenue growth, 20256
2.9%Return on equity6
0.38×Debt to equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Subscription and Circulation brought in 51% of the revenue Waystar Holding Corp. broke down this way in fiscal 2025.

  1. Subscription and Circulation$558.4M651%up 22% from 2024
  2. Volume-Based Revenue$534.8M649%up 11% from 2024
  3. Implementation Services and Other Revenue$6.1M61%up 8% from 2024
Products and services by year
Products and services202320242025
Subscription and Circulation$401.0M$458.0M$558.4M
Volume-Based Revenue$386.3M$479.9M$534.8M
Implementation Services and Other Revenue$3.7M$5.7M$6.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development5¢$54.6M
  • Other costs79¢$872.9M
  • Income tax5¢$59.7M
  • Profit10¢$112.1M

Out of $1.1B in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$309.7M

Out of $309.7M of cash from operations.6

Financial statements

Revenue76$1.1B in 2025+56% since 2022
0$500.0M$1.0B$1.5B2022: $704.9M$704.9M20222023: $791.0M$791.0M2023+12%2024: $943.5M$943.5M2024+19%2025: $1.1B$1.1B2025+17%
Operating income76$249.3M in 2025+179% since 2022
0$100.0M$200.0M$300.0M2022: $89.5M$89.5M20222023: $142.1M$142.1M2023+59%2024: $123.7M$123.7M2024−13%2025: $249.3M$249.3M2025+101%
Net income76$112.1M in 2025
-$100.0M-$50.0M0$50.0M$100.0M$150.0M2022: -$51.5M-$51.5M20222023: -$51.3M-$51.3M2023−0%2024: -$19.1M-$19.1M2024−63%2025: $112.1M$112.1M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Revenue$1.1B$943.5M$791.0M
Cost of revenue (exclusive of depreciation and amortization expenses)$348.2M$315.7M$249.8M
Sales and marketing$178.0M$156.9M$124.4M
General and administrative$128.6M$111.8M$62.9M
Research and development$54.6M$48.8M$35.3M
Depreciation and amortization$140.5M$186.6M$176.5M
Total operating expenses$850.0M$819.8M$648.9M
Income from operations$249.3M$123.7M$142.1M
Income/(loss) before income taxes$171.8M-$22.5M-$63.8M
Income tax expense / (benefit)$59.7M-$3.4M-$12.5M
Net income/(loss)$112.1M-$19.1M-$51.3M
Basic (in dollars per share)$0.63-$0.13-$0.42
Diluted (in dollars per share)$0.61-$0.13-$0.42
Basic (in shares)177.9M shares149.9M shares121.7M shares
Diluted (in shares)184.8M shares149.9M shares121.7M shares

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Corporate structure

Waystar Holding Corp. sits at the top of its group. 11 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Waystar Holding Corp.

  • FMR LLC Filed SCHEDULE 13G/A on Waystar Holding Corp., latest Aug 7, 2026 (2 filings since Feb 5, 2026)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Waystar Holding Corp., latest Mar 27, 2026 (3 filings since Jul 29, 2025)
  • BCPE Derby Investor, LP Filed SCHEDULE 13G/A on Waystar Holding Corp., latest Nov 14, 2025 (5 filings since Nov 14, 2024)
  • CANADA PENSION PLAN INVESTMENT BOARD Filed SCHEDULE 13G/A on Waystar Holding Corp., latest Nov 13, 2025 (4 filings since Nov 14, 2024)
  • Derby LuxCo S.a r.l. Filed SCHEDULE 13G/A on Waystar Holding Corp., latest Nov 7, 2025 (4 filings since Nov 8, 2024)
  • BlackRock Filed SCHEDULE 13G on Waystar Holding Corp., latest Oct 17, 2025
  • ADVENT INTERNATIONAL, L.P. Filed SCHEDULE 13D on Waystar Holding Corp., latest Oct 3, 2025
  • Waystar Holding Corp. Wilmington, Delaware, United States
    • Connance Inc. Subsidiary · Delaware, United States
    • ImageVision.Net, LLC Subsidiary · Delaware, United States
    • Iodine Software, LLC Subsidiary · Texas, United States
    • Isotope Holding, LLC Subsidiary · Delaware, United States
    • Med-Payment.com, Inc. Subsidiary · Kentucky, United States
    • Waystar Financial Solutions, Inc. Subsidiary · Delaware, United States
    • Waystar Intermediate, Inc. Subsidiary · Delaware, United States
    • Waystar RC, LLC Subsidiary · Delaware, United States
    • Waystar Technologies, Inc. Subsidiary · Delaware, United States
    • Waystar, Inc. Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Waystar Holding Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Finance-lease assets$06 Dec 31, 2025$06 Dec 31, 2024
Operating-lease assets (leased space)$13.0M6 Dec 31, 2025$10.8M6 Dec 31, 2024+19.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$61.4M6 Dec 31, 2025$182.1M6 Dec 31, 2024−66.3%
Marketable securities, current$24.9M6 Dec 31, 2025$06 Dec 31, 2024

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$4.0B6 Dec 31, 2025$3.0B6 Dec 31, 2024+33.0%
Intangible assets, net (excluding goodwill)$1.3B6 Dec 31, 2025$1.0B6 Dec 31, 2024+24.4%
Finite-lived intangibles, gross$1.9B6 Dec 31, 2025$1.6B6 Dec 31, 2024+21.5%
Accumulated amortization$592.1M6 Dec 31, 2025$512.9M6 Dec 31, 2024+15.4%
Finite-lived intangibles, net$1.3B6 Dec 31, 2025$1.0B6 Dec 31, 2024+24.4%

Properties, in its own words

Our corporate headquarters are co-located in Lehi, Utah and Louisville, Kentucky. In addition to our headquarters, we have offices in Atlanta, Georgia, Duluth, Georgia and Austin, Texas. All of our facilities are leased, and none of our facilities are used for any purpose other than general office use. We believe that our current facilities meet our needs, and we are confident that we will be able to obtain, if needed, additional or different space on commercially reasonable terms to accommodate future growth.

Item 2 of the 10-K filed Feb 17, 2026.5

Leadership

Who has led Waystar Holding Corp., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorEric C. Liu named Oct 10, 202533

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Connance Inc. Delaware, U.S.4
  • ImageVision.Net, LLC Delaware, U.S.4
  • Iodine Software, LLC Texas, U.S.4
  • Isotope Holding, LLC Delaware, U.S.4
  • Med-Payment.com, Inc. Kentucky, U.S.4
  • Waystar Financial Solutions, Inc. Delaware, U.S.4
  • Waystar Intermediate, Inc. Delaware, U.S.4
  • Waystar RC, LLC Delaware, U.S.4
  • Waystar Technologies, Inc. Delaware, U.S.4
  • Waystar, Inc. Delaware, U.S.4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jul 29, 20268-K Results of operations34
  2. Jun 4, 20268-K Shareholder vote35
  3. Apr 29, 20268-K Results of operations36
  4. Feb 17, 20268-K Results of operations37
  5. Feb 6, 20268-K Executive or director change38
  6. Oct 29, 20258-K Results of operations39
  7. Oct 1, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares40
  8. Sep 11, 20258-K Other events41
  9. Aug 12, 20258-K Entered a material agreement; New debt or obligation; Regulation FD disclosure42
  10. Jul 30, 20258-K Results of operations43
  11. Jul 23, 20258-K Entered a material agreement; Results of operations; Regulation FD disclosure44
  12. Jun 5, 20258-K Change to shareholders' rights; Executive or director change; Bylaws or fiscal year changed45
  13. Jun 7, 2024New chief executive Matthew J. Hawkins becomes CEO10
  14. Aug 13, 2019Founded Waystar Holding Corp. is founded2

Calendar

Coming up

  1. Nov 2, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.32 a share, on Oct 29, 2025.46

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results34
  2. Apr 29, 2026Reported quarterly or annual results36
  3. Feb 17, 2026Reported quarterly or annual results37
  4. Oct 29, 2025Reported quarterly or annual results39
  5. Jul 30, 2025Reported quarterly or annual results43
  6. Jul 23, 2025Reported quarterly or annual results44
  7. Apr 30, 2025Reported quarterly or annual results47
  8. Feb 18, 2025Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

306 filings to the SEC since October 2021: 2 annual reports, 7 quarterly reports, 20 major events, 162 insider forms, 20 large holders, 1 private raises, 94 other. The latest 20:

  1. Oct 7, 20264 EDGAR
  2. Oct 6, 20264 EDGAR
  3. Oct 6, 2026144 EDGAR
  4. Sep 25, 20264/A EDGAR
  5. Sep 25, 20264/A EDGAR
  6. Sep 25, 20264/A EDGAR
  7. Sep 25, 20264/A EDGAR
  8. Sep 25, 20264/A EDGAR
  9. Sep 25, 20264/A EDGAR
  10. Sep 25, 20264/A EDGAR
  11. Sep 8, 20264 EDGAR
  12. Sep 3, 20264 EDGAR
  13. Sep 3, 20264 EDGAR
  14. Sep 3, 20264 EDGAR
  15. Sep 2, 2026144 EDGAR
  16. Aug 26, 20263 EDGAR
  17. Aug 14, 2026144 EDGAR
  18. Aug 14, 20264 EDGAR
  19. Aug 13, 20264 EDGAR
  20. Aug 13, 2026144 EDGAR

The 306 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

72 open-market trades by officers, directors and large owners since October 2021: 2 buys and 70 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 2, 2026Hawkins Matthew J.Chief Executive OfficerSale82,500$25.97$2.1MForm 4
Aug 13, 2026Hawkins Matthew J.Chief Executive OfficerSale60,038$25.01$1.5MForm 4
Aug 11, 2026Hawkins Matthew J.Chief Executive OfficerSale22,462$25.04$562.4KForm 4
Jul 16, 2026Hawkins Matthew J.Chief Executive OfficerSale36,901$23.09$852.0KForm 4
Jul 15, 2026Hawkins Matthew J.Chief Executive OfficerSale33,099$23.02$761.9KForm 4
Mar 2, 2026MILLER HEIDIDirectorBuy7,200$26.25$189.0KForm 4
Jan 20, 2026Sinclair III Eric L. (Ric)Chief Business OfficerSale40,225$30.08$1.2MForm 4
Dec 22, 2025Sinclair III Eric L. (Ric)Chief Business OfficerSale9,701$32.82$318.4KForm 4
Dec 10, 2025Schremser Christopher L.Chief Technology OfficerSale8,623$30.41$262.2KForm 4
Nov 25, 2025Miller Melissa F. (Missy)Chief Marketing OfficerSale3,400$37.00$125.8KForm 4
Nov 20, 2025Sinclair III Eric L. (Ric)Chief Business OfficerSale9,701$35.27$342.2KForm 4
Nov 10, 2025Schremser Christopher L.Chief Technology OfficerSale8,623$36.12$311.5KForm 4
Oct 20, 2025Sinclair III Eric L. (Ric)Chief Business OfficerSale9,701$36.94$358.4KForm 4
Oct 15, 2025Hawkins Matthew J.Chief Executive OfficerSale200$38.00$7.6KForm 4
Oct 10, 2025Schremser Christopher L.Chief Technology OfficerSale8,623$36.21$312.2KForm 4
Sep 23, 2025Hawkins Matthew J.Chief Executive OfficerSale12,800$38.08$487.4KForm 4
Sep 22, 2025Hawkins Matthew J.Chief Executive OfficerSale12,200$38.08$464.6KForm 4
Sep 22, 2025Sinclair III Eric L. (Ric)Chief Business OfficerSale9,701$37.63$365.0KForm 4
Sep 12, 2025Bain Capital Fund XI, L.P.10% ownerSale4,295,139$39.21$168.4MForm 4
Sep 12, 2025Derby LuxCo S.a r.l.10% ownerSale7,766,088$39.21$304.5MForm 4

All 72 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Matthew J. Hawkins54$830.0K$37.1M56
2025Eric L. (Ric) Sinclair III$463.8K$13.2M56
2025Christopher L. Schremser$463.8K$11.0M56
2025T. Craig Bridge$463.8K$11.0M56
2025Steven M. Oreskovich$463.8K$9.0M56
2024Chief Executive Officer$800.0K$29.9M56
2024Chief Business Officer$430.0K$11.6M56
2024Chief Technology Officer$430.0K$11.2M56
2024Chief Transformation Officer$430.0K$9.7M56
2023Chief Executive Officer$771.5K$1.5M56
2023Chief Business Officer$412.0K$1.1M56
2023Chief Transformation Officer$412.0K$807.1K56
2023Chief Technology Officer$412.0K$806.1K56

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$620.8M 2025–2025
Money received by yearMoney received by year, 2025–2025: $620.8M in all. Private raises (Form D) $620.8M.$0$200M$400M$600M$800M2025 · Private raises (Form D): $620.8M2025
Figures by year
YearPrivate raises (Form D)Total
2025$620.8M$620.8M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Oct 1, 2025Raised $620.8 million in a private offering of equity33 Form D: 102 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
EQT Fund Management S.a r.l.24,879,437$510.8M59.2%No change
Canada Pension Plan Investment Board19,025,452$390.6M0.2%No change
BlackRock, Inc.17,435,466$358.0M0.0%+769,734
Fmr LLC15,045,567$308.9M0.0%+83,148
Bain Capital Investors LLC13,243,539$271.9M5.6%No change
Advent International, L.P.11,059,899$227.1M1.3%No change
Vanguard Portfolio Management LLC6,626,263$136.0M0.0%+219,485
Goldentree Asset Management LP6,160,110$126.3M7.4%+1,716,439
Vanguard Capital Management LLC5,200,460$106.8M0.0%+55,236
Bank Of Montreal /can/5,189,386$106.5M0.0%+1,735,629
State Street Corp4,572,108$93.9M0.0%+282,993
Artisan Partners Limited Partnership3,679,251$75.5M0.1%−729,153
Millennium Management LLC3,652,355$75.0M0.1%+1,540,222
Neuberger Berman Group LLC3,634,210$74.6M0.0%−1,036,969
Geode Capital Management, LLC3,088,690$63.4M0.0%+196,548
UBS Group AG2,884,399$59.2M0.0%+731,450
Jupiter Topco LLC2,871,893$59.0M0.0%New
Dimensional Fund Advisors LP2,660,854$54.6M0.0%+614,458
Bank Of America Corp /de/2,583,119$53.0M0.0%+517,861
Massachusetts Financial Services Co /ma/2,275,354$46.7M0.0%+692,696
Diamond Hill Capital Management, LLC (Investment Advisor)2,109,793$43.3M0.3%+506,276
Morgan Stanley1,986,453$40.8M0.0%+1,027,286
Bamco Inc /ny/1,787,600$36.7M0.1%−537,969
Fort Washington Investment Advisors Inc /oh/1,630,411$33.5M0.2%+401,991
Oberweis Asset Management Inc/1,589,364$32.6M0.7%+421,890

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Waystar Holding Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARWaystar Holding Corp.1
  • CIK0001990354
  • Employer ID (EIN)84-28865425
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7373 Services-Computer Integrated Systems Design1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address1550 Digital Drive, #300, Lehi, UT 840431
  • Phone844-492-97821
  • Shares outstanding191,748,416 as of Jul 23, 20269
  • Public float$2.1B as of Jun 30, 20255
  • AuditorKPMG LLP, Indianapolis, Indiana PCAOB ID 185; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceAug 24, 20231
  • Filings306 in all: 4 (125), 144 (37), 3 (29), 8-K (20), SCHEDULE 13G/A (13), CORRESP (11), UPLOAD (10), 4/A (8)1
    All 32 form types

    10-Q (7), S-1/A (7), 424B7 (3), DRS (3), DRSLTR (3), EFFECT (3), S-1 (3), SC 13G (3), SCHEDULE 13G (3), 10-K (2), DEF 14A (2), DEFA14A (2), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), D (1), DRS/A (1), FWP (1), PRE 14A (1), S-1MEF (1), S-3ASR (1), S-8 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Feb 17, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Jul 29, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareWAYNasdaq Global Select Market

From the cover page of the 10-K filed Feb 17, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Waystar Holding Corp. names in Item 1A of its 10-K filed Feb 17, 2026: 58 risks under these headings, as written.5

  • Risks Related to our Business and our Industry
  • We operate in a highly competitive industry.
  • We must retain our existing clients and attract new clients.
  • We must be able to successfully execute on our business strategies in order to grow.
  • We must accurately assess the risks related to acquisitions and successfully integrate acquired businesses.
  • Our business depends on our ability to establish and maintain strategic relationships.
  • Our revenues rely, in part, on the growth and success of our clients and overall healthcare transaction volumes, which are subject to factors outside of our control.
  • Consolidation in the healthcare industry could adversely impact our business, financial condition, and operating results.
  • We face a selling cycle of variable length to secure new client agreements.
  • We face an implementation cycle that is dependent on our clients’ timing and resources.
  • We depend on our senior management team and certain key employees and must continue to attract and retain highly skilled employees.
  • The estimates and assumptions we use to determine the size of our total addressable market may prove to be inaccurate.
The other 47 risks
  • Risks Related to our Products and Solutions
  • We may not be able to develop and market new solutions, or enhance our existing solutions, to respond to technological changes or evolving industry standards.
  • Our business depends on the interoperability, connectivity, and integration of our solutions with our clients’ and their vendors’ networks and infrastructures.
  • The successful operation of our business depends upon the performance and reliability of internet, mobile, and other infrastructure, none of which are under our control.
  • Our business would be adversely affected if we cannot obtain, process, use, disclose, or distribute the highly regulated data we require to provide our solutions.
  • We rely on certain third-party vendors and providers.
  • Any errors or malfunctions in our products and solutions could result in liability to our clients.
  • Failure by our clients to obtain proper permissions or provide us with accurate and appropriate information may result in claims against us or may limit or prevent our use of information.
  • Certain of our solutions present the potential for embezzlement, identity theft, or other similar illegal behavior by our employees or vendors and a failure of our employees or vendors to observe quality standards or adhere to environmental, social, and governance standards could damage our reputation.
  • We must comply with the applicable rules of the National Automated Clearing House Association (“NACHA”), and we, our clients, and our sales partners must comply with the applicable requirements of card networks.
  • We are subject to increases in card network fees and other changes to fee arrangements.
  • We are subject to the effect of payer and provider conduct which we cannot control.
  • Risks Related to Information Technology Systems, Cybersecurity, Data Privacy, and Intellectual Property
  • We and our vendors are subject to attacks of such information technology systems, including cyber-attacks, security breaches, or other incidents impacting the information Processed through our platform.
  • If our intellectual property rights are not adequately protected and enforced, we may not be able to build name recognition or protect our technology and products.
  • Our business depends on our ability to use or license data and integrate third-party technologies.
  • The development, deployment, and use of AI in our products and solutions subjects us to risks that could adversely affect our business.
  • Our use of “open source” software could adversely affect our ability to offer our products and solutions and subject us to possible litigation.
  • Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights.
  • We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information of third parties.
  • Risks Related to Legal and Governmental Regulation
  • We conduct business in a heavily regulated industry.
  • The healthcare regulatory and political framework is uncertain and evolving.
  • We are subject to health care laws and data privacy and security laws and regulations governing our Processing of personal information, including PHI, personal health records, and payment card data.
  • The healthcare industry is rapidly evolving, and we may experience reduced revenues and/or be forced to reduce our prices in response to changes to the healthcare regulatory landscape. Value-based care, surprise medical billing, and other laws and regulations that reduce or otherwise affect physician payments and reimbursement could adversely affect the number of transactions we process and our ability to recover charges for our clients’ services.
  • We may be a party to legal, regulatory, and other proceedings that could result in adverse outcomes.
  • We are contractually required to comply with the Bank Secrecy Act and Anti-Money Laundering (“BSA/AML”) laws and regulations as a payment facilitator in certain instances.
  • Existing laws regulate our ability to engage in certain marketing activities.
  • We must comply fully with website accessibility standards.
  • We could be subject to changes in our tax rates, the adoption of new tax legislation or exposure to additional tax liabilities.
  • Our ability to use our net operating losses (“NOLs”) to offset future taxable income may be subject to certain limitations.
  • Goodwill and other intangible assets, net represent approximately 92% of our total assets as of December 31, 2025, and we could suffer losses due to asset impairment charges.
  • Risks Related to our Indebtedness
  • We have a substantial amount of debt, which could adversely affect our financial position and our ability to raise additional capital and prevent us from fulfilling our obligations under our obligations.
  • Restrictive covenants in the agreements governing our Credit Facilities may restrict our ability to pursue our business strategies.
  • Interest rate fluctuations may affect our results of operations and financial condition.
  • In order to support the growth of our business, we may need to incur additional indebtedness under our current Credit Facilities or seek capital through new equity or debt financings, which sources of additional capital may not be available to us on acceptable terms or at all.
  • Risks Related to Ownership of our Common Stock
  • Certain investors hold a significant percentage of our outstanding common stock and their interests may be different than the interests of other holders of our securities.
  • We have incurred significant increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management is required to devote substantial time to compliance matters.
  • Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business and stock price.
  • The market price of our common stock has been volatile and may continue to fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
  • Future issuances of our common stock may dilute the percentage ownership of existing owners, which could reduce their influence over matters on which stockholders vote.
  • Because we have no current plans to pay cash dividends on our common stock, stockholders may not receive any return on investment unless they sell their shares of common stock for a price greater than that which they paid for it.
  • Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.
  • If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
  • Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
  • Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware (or if such court does not have jurisdiction, another state or the federal courts (as appropriate) located within the State of Delaware) will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.
  • General Risk Factors
  • Our business is significantly impacted by general macroeconomic conditions.
  • We have a history of losses and we may not achieve or maintain profitability in the future.

Legal proceedings

We are subject to various claims and legal actions that arise in the ordinary course of our business, including claims resulting from employment related matters. We believe that we are not party to any material pending legal proceedings, and we are not aware of any claims that could have a material effect on our business, financial condition, results of operations, or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, results of operations, or cash flows.

The opening of Item 3, Legal Proceedings.5

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