How do WEX (WEX) Market Share Units determine payout for insiders?

Market Share Units convert into common shares using a payout factor tied to relative stock performance. The factor compares volume weighted average prices before grant and before vesting, with a minimum 60% and maximum 200%, directly influencing how many shares insiders ultimately receive.

WEX legal chief logs RSU and MSU share vesting

WEX Inc. Chief Legal Officer Sara Trickett reported equity compensation vesting activity on June 17, 2026.

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Rhea-AI Filing Summary

WEX Inc. Chief Legal Officer Sara Trickett reported equity compensation vesting activity on June 17, 2026. Restricted Stock Units and Market Share Units vested and converted into a total of 173 shares of common stock. These transactions are recorded as derivative exercises rather than open-market purchases.

To cover tax obligations from the vesting, WEX automatically withheld 52 shares at a price of $131.27 per share, which the filing classifies as tax-withholding dispositions, not discretionary sales. After these transactions, Trickett directly holds 3,543 shares of WEX common stock.

Insider Trade Summary

173 shares exercised/converted

Exercise 6 txns

Insider Trickett Sara

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	98	$0.00	$0.00
Exercise	Market Share Units	75	$0.00	$0.00
Exercise	Common Stock	98	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	29	$131.27	$4K
Exercise	Common Stock	75	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	23	$131.27	$3K

Holdings After Transaction: Restricted Stock Units — 98 contracts (Direct); Market Share Units — 98 contracts (Direct); Common Stock — 3,595 shares (Direct)

Footnotes (7)

F1. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on June 17, 2026.
F2. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on June 17, 2026.
F3. RSUs vested on June 17, 2026 and each RSU converted into one share of common stock.
F4. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
F5. Each MSU, a form of performance-based restricted share unit, converts into the number of shares of common stock determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the vesting date divided by the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.
F6. Represents the number of MSUs that vested in the second tranche of the MSU award granted on June 17, 2024, based on a 77.53% payout factor, and were converted into an equal number of shares of common stock.
F7. One-third of the MSU award vests on each of the first, second and third anniversaries of the date of grant and converts into shares of common stock based on a payout factor, provided that if the payout factor is not at least 60% on an applicable vesting date, the MSUs eligible to vest on such date will be forfeited.

Key Figures

Shares from RSU/MSU vesting: 173 shares Tax-withholding shares: 52 shares Tax-withholding price: $131.27 per share +4 more

7 metrics

Shares from RSU/MSU vesting 173 shares Common stock received upon equity award vesting on June 17, 2026

Tax-withholding shares 52 shares Shares automatically withheld to cover taxes on June 17, 2026

Tax-withholding price $131.27 per share Value used for withheld shares related to vesting taxes

Shares held after transactions 3,543 shares Direct WEX common stock holdings after June 17, 2026 events

RSUs exercised 98 units Restricted Stock Units converting into common stock

MSUs exercised 75 units Market Share Units converting into common stock

MSU payout factor 77.53% Second tranche of MSU award granted June 17, 2024

Key Terms

Restricted Stock Units, Market Share Units, payout factor, volume weighted average closing price per share, +1 more

5 terms

Restricted Stock Units financial

"RSUs vested on June 17, 2026 and each RSU converted into one share of common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

payout factor financial

"Each MSU ... converts into the number of shares of common stock determined by applying a payout factor to the target number of MSUs vesting on a given date."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did WEX (WEX) report for Sara Trickett?

WEX reported that Chief Legal Officer Sara Trickett had Restricted Stock Units and Market Share Units vest, converting into 173 shares of common stock. The company then withheld 52 of those shares to pay taxes due on the vesting event.

Were Sara Trickett’s WEX (WEX) transactions open-market buys or sells?

The transactions were not open-market trades. They reflect equity awards vesting and automatic tax withholding. Shares were acquired through RSU and MSU conversion, and 52 shares were withheld by WEX to satisfy tax liabilities tied to the vesting.

How many WEX (WEX) shares did Sara Trickett hold after the Form 4 transactions?

After the reported transactions, Sara Trickett directly held 3,543 shares of WEX common stock. This figure reflects both the new shares received from RSU and MSU vesting and the 52 shares withheld by the company to cover associated tax obligations.

What price was used for WEX (WEX) tax-withholding shares on June 17, 2026?

For tax-withholding purposes, WEX used a share price of $131.27 on June 17, 2026. At that price, 52 shares of common stock were automatically withheld to cover the taxes triggered by the vesting of Sara Trickett’s equity awards.

What payout factor applied to Sara Trickett’s WEX (WEX) MSUs in this filing?

The filing states that a 77.53% payout factor applied to the second tranche of Sara Trickett’s Market Share Units granted on June 17, 2024. That percentage determined how many MSUs vested and converted into an equal number of WEX common shares on the 2026 vesting date.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/22/2026 - 08:38 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Trickett Sara

(Last)

(First)

(Middle)

C/O WEX INC.

1 HANCOCK STREET

(Street)

PORTLAND

MAINE

04101

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WEX Inc. [ WEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/17/2026		M		98	A	$0	3,572	D
Common Stock	06/17/2026		F		29⁽¹⁾	D	$131.27	3,543	D
Common Stock	06/17/2026		M		75	A	$0	3,618	D
Common Stock	06/17/2026		F		23⁽²⁾	D	$131.27	3,595	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	06/17/2026		M			98⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	98	$0	98	D
Market Share Units	⁽⁵⁾	06/17/2026		M			75⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	75	$0	98	D

Explanation of Responses:

1. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on June 17, 2026.

2. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on June 17, 2026.

3. RSUs vested on June 17, 2026 and each RSU converted into one share of common stock.

4. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.

5. Each MSU, a form of performance-based restricted share unit, converts into the number of shares of common stock determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the vesting date divided by the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.

6. Represents the number of MSUs that vested in the second tranche of the MSU award granted on June 17, 2024, based on a 77.53% payout factor, and were converted into an equal number of shares of common stock.

7. One-third of the MSU award vests on each of the first, second and third anniversaries of the date of grant and converts into shares of common stock based on a payout factor, provided that if the payout factor is not at least 60% on an applicable vesting date, the MSUs eligible to vest on such date will be forfeited.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Sara Trickett	06/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR