Waystar Holding (WAY) risk factors, FY2025 10-K

Risks Related to our Business and our Industry

1. 01We operate in a highly competitive industry
2. 02We must retain our existing clients and attract new clients
3. 03We must be able to successfully execute on our business strategies in order to grow
4. 04We have historically acquired, and in the future may acquire, businesses, technologies, product lines, and other assets. The successful integration of any businesses and assets we have acquired or may acquire may be critical to our business and growth strategy
5. 05Our business depends on our ability to establish and maintain strategic relationships72% rewritten
6. 06the EHR and PM systems of our clients, which could be costly and time consuming, and could adversely affect our business resultsNew
7. 07Our 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
8. 08Consolidation in the healthcare industry could adversely impact our business, financial condition, and operating results
9. 09We face a selling cycle of variable length to secure new client agreements
10. 10We face an implementation cycle that is dependent on our clients’ timing and resources
11. 11We depend on our senior management team and certain key employees and must continue to attract and retain highly skilled employees
12. 12The estimates and assumptions we use to determine the size of our total addressable market may prove to be inaccurate

Risks Related to our Products and Solutions

1. 13We may not be able to develop and market new solutions, or enhance our existing solutions, to respond to technological changes or evolving industry standards
2. 14Our business depends on the interoperability, connectivity, and integration of our solutions with our clients’ and their vendors’ networks and infrastructures
3. 15The successful operation of our business depends upon the performance and reliability of internet, mobile, and other infrastructure, none of which are under our control
4. 16Our business would be adversely affected if we cannot obtain, process, use, disclose, or distribute the highly regulated data we require to provide our solutions
5. 17We rely on certain third-party vendors and providers
6. 18Any errors or malfunctions in our products and solutions could result in liability to our clients
7. 19Failure 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
8. 20Certain 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
9. 21We 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
10. 22We are subject to increases in card network fees and other changes to fee arrangements
11. 23We 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

1. 24We 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 platform25% rewritten
2. 25Our business is subject to complex and evolving laws and regulations regarding privacy, data protection, and cybersecurity
3. 26If 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
4. 27Our business depends on our ability to use or license data and integrate third-party technologies
5. 28We also integrate into our proprietary products and solutions and use third-party software to maintain and enhance, among other things, content generation and delivery, and to support our technology infrastructure
6. 29The development, deployment, and use of AI in our products and solutions subjects us to risks that could adversely affect our businessNew
7. 30Our use of “open source” software could adversely affect our ability to offer our products and solutions and subject us to possible litigation
8. 31Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights
9. 32We 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

1. 33We conduct business in a heavily regulated industry55% rewritten
2. 34The healthcare regulatory and political framework is uncertain and evolving
3. 35We 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
4. 36We may be a party to legal, regulatory, and other proceedings that could result in adverse outcomes
5. 37We 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
6. 38Existing laws regulate our ability to engage in certain marketing activities
7. 39We must comply fully with website accessibility standards
8. 40We could be subject to changes in our tax rates, the adoption of new tax legislation or exposure to additional tax liabilities
9. 41Our ability to use our net operating losses (“NOLs”) to offset future taxable income may be subject to certain limitations
10. 42Goodwill 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

1. 43We 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 obligations31% rewritten
2. 44Restrictive covenants in the agreements governing our Credit Facilities may restrict our ability to pursue our business strategies
3. 45As a result of these covenants and restrictions, we are and will be limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities74% rewritten
4. 46to certain exceptions specified therein) which are outstanding and/or issued, as applicable, exceeds 35% of the total amount of the commitments in respect of the Revolving Credit FacilityNew
5. 47Interest rate fluctuations may affect our results of operations and financial condition
6. 48We intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new products and solutions, enhance our existing products and solutions, enhance our operating infrastructure, and potentially acquire complementary businesses and technologies

Risks Related to Ownership of our Common Stock

1. 49Certain investors hold a significant percentage of our outstanding common stock and their interests may be different than the interests of other holders of our securities27% rewritten
2. 50We 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
3. 51Failure to comply with requirements to design, implement, and maintain effective internal controls could have a material adverse effect on our business and stock price67% rewritten
4. 52The 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
5. 53Future issuances of our common stock may dilute the percentage ownership of existing owners, which could reduce their influence over matters on which stockholders vote
6. 54Because 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
7. 55Future 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
8. 56If 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
9. 57Anti-takeover provisions in our organizational documents could delay or prevent a change of control46% rewritten
10. 58the holders of at least 662∕3% of the shares of common stock entitled to vote generally in the election of directors; andNew
11. 59Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval
12. 60Our business is significantly impacted by general macroeconomic conditions
13. 61We have a history of losses and we may not achieve or maintain profitability in the future