WEX expands Board to 12 and adds independent director David Foss

Rhea-AI Filing Summary

WEX Inc. filed an 8-K announcing two items. The company furnished its third-quarter 2025 results via a press release and an earnings supplement available on its website. Separately, the Board expanded from 11 to 12 members and appointed David Foss as a director, effective November 3, 2025, with a term expiring at the 2026 Annual Meeting.

The Board determined Mr. Foss is independent under NYSE rules. Committee assignments are pending. He will receive standard non-employee director compensation and enter into the company’s customary indemnification agreement.

Insights

Corporate governance analyst

Administrative updates: earnings materials furnished; independent director added.

WEX furnished Q3 2025 results through Exhibits 99.1 and 99.2 on October 29, 2025, a standard disclosure that doesn’t by itself indicate performance direction. These materials provide investors access to the company’s quarterly information without being filed for incorporation by reference.

The Board increased from 11 to 12 directors and appointed David Foss, effective November 3, 2025, with a term through the 2026 annual meeting. He is designated independent under NYSE requirements, with committee assignments not yet determined.

Key follow-ups will come from the attached earnings release and supplement, which contain the financial metrics, and any later disclosure on Mr. Foss’s committee roles. Actual impact depends on those details.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 26, 2025

WEX Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32426

01-0526993

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Hancock Street

,

Portland

,

Maine

04101

Address of principal executive offices

Zip Code

Registrant's telephone number, including area code (207) 733-8171

(Former name or former address if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			WEX			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

On October 29, 2025, WEX Inc. (the “Company”) issued a news release announcing its third-quarter 2025 results and posted its earnings supplement to the investor section of the Company’s website at www.wexinc.com. A copy of the release and supplement are attached as Exhibits 99.1 and 99.2 and are incorporated by reference herein in their entirety.

The information in this item, including Exhibits 99.1 and 99.2, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2025, the Company’s Board of Directors (the “Board”) increased the size of the Board from 11 to 12 members and appointed David Foss as a director to fill the resulting vacancy, effective November 3, 2025, with a term expiring at the Company’s 2026 Annual Meeting of Stockholders. The Board determined that Mr. Foss is an independent director under applicable NYSE requirements and the Company’s Corporate Governance Guidelines. The Board has not yet determined committee assignments for Mr. Foss.

Mr. Foss is currently the board chair of Jack Henry & Associates, Inc. (“Jack Henry”), a leading financial services technology company, and a member of the board of directors at CNO Financial Group, a nationwide life and health insurer and financial services provider. Mr. Foss served as President of Jack Henry from 2014 to 2022 and as Chief Executive Officer from 2016 until his retirement from that role in 2024. Earlier in his career, Mr. Foss held several key roles in the financial services sector at BancTec, Advanced Computer Systems and NCR.

There is no arrangement or understanding between Mr. Foss and any other person pursuant to which he was selected to become a member of the Board. Additionally, there are no related person transactions involving Mr. Foss and the Company or any subsidiary of the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Foss will receive compensation for his service as a non-employee director consistent with the compensation provided to other non-employee directors. Mr. Foss will enter into the Company’s standard form of director and officer indemnification agreement. The form of indemnification agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

A copy of the press release announcing the appointment of Mr. Foss to the Board is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibit Index.

EXHIBIT INDEX

Exhibit No.						Description
10.1						WEX Inc. Form of Director and Officer Indemnification Agreement
99.1						Press release of WEX Inc. dated October 29, 2025 with respect to Earnings
99.2						Earnings Supplement of WEX Inc. dated October 29, 2025
99.3						Press release of WEX Inc. dated October 29, 2025 with respect to the appointment of David Foss
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WEX INC.
Date: October 29, 2025			By:			/s/ Jagtar Narula
						Jagtar Narula
						Chief Financial Officer

FAQ

What did WEX (WEX) disclose in this 8-K?

WEX furnished its Q3 2025 results via a press release and earnings supplement and announced the appointment of David Foss to its Board.

When does David Foss join WEX’s Board and how long is his term?

His appointment is effective November 3, 2025, with a term expiring at the Company’s 2026 Annual Meeting of Stockholders.

Did WEX change the size of its Board?

Yes. The Board increased from 11 to 12 members when David Foss was appointed.

Is David Foss considered independent under NYSE rules?

Yes. The Board determined that David Foss is an independent director under applicable NYSE requirements and the Company’s guidelines.

Where can investors find WEX’s Q3 2025 earnings materials?

They are attached as Exhibits 99.1 and 99.2 and posted on the investor section of WEX’s website.

Will WEX receive any immediate proceeds related to this 8-K?

No. The filing reports furnished earnings materials and a Board appointment; it does not involve a financing transaction.