WEX (NYSE: WEX) CEO converts 7,515 MSUs as 3,333 shares withheld for tax

Rhea-AI Filing Summary

WEX Inc. Chair, CEO, and President Melissa D. Smith reported compensation-related equity activity, mainly the vesting and conversion of performance-based Market Share Units (MSUs). On March 17, 2026, 7,515 MSUs from a March 17, 2025 award vested at a 105.38% payout factor and converted into 7,515 shares of common stock. To cover associated taxes, 3,333 shares were automatically withheld by WEX at $156.79 per share rather than sold on the open market.

On March 16, 2026, Smith also received a new MSU grant covering a target of 21,570 shares, which will vest in three equal annual tranches, subject to a payout factor that can range from 60% to 200%. After these transactions, she holds 111,816 common shares directly, along with additional indirect holdings, including 18,277 shares held by her husband and 42,274 shares in a 2025 trust.

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

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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^*

Smith Melissa D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO, and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/17/2026		M		7,515	A	$0	115,149	D
Common Stock	03/17/2026		F		3,333(1)	D	$156.79	111,816	D
Common Stock								18,277	I	By husband
Common Stock								1,693	I	FBC Irrevocable Trust(2)
Common Stock								1,692	I	BDC Irrevocable Trust(2)
Common Stock								1,693	I	GMC Irrevocable Trust(2)
Common Stock								14,809	I	Melissa D. Smith 2024 Trust(3)
Common Stock								42,274	I	Melissa D. Smith 2025 Trust(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Market Share Units	(5)	03/17/2026		M			7,515(6)	(7)	(7)	Common Stock	7,515	$0	13,882	D
Market Share Units	(5)	03/16/2026		A		21,570(8)		(7)	(7)	Common Stock	21,570	$0	21,570	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 Market Share Units ("MSUs") on March 17, 2026.

2. This trust was first described in a Form 4 filed by the reporting person on 06/28/2022.

3. This trust was first described in a Form 4 filed by the reporting person on 03/18/2025.

4. This trust was first described in a Form 4 filed by the reporting person on 02/23/2026.

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 first tranche of the MSU award granted on March 17, 2025, based on a 105.38% 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.

8. Represents the target number of shares underlying the MSU award granted on March 16, 2026.

Remarks:

	/s/ Matthew Finkelstein, as attorney in-fact for Melissa D. Smith	03/18/2026
	** 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)

FAQ

What insider transactions did WEX (WEX) CEO Melissa Smith report on this Form 4?

Melissa Smith reported vesting and tax-related share movements, not open-market trades. 7,515 Market Share Units converted into common stock, and 3,333 shares were withheld by WEX to cover taxes. She also received a new grant targeting 21,570 MSUs.

How many WEX Market Share Units vested for Melissa Smith and at what payout factor?

7,515 Market Share Units vested for Melissa Smith at a 105.38% payout factor. These MSUs came from an award granted on March 17, 2025 and converted into an equal number of WEX common shares upon vesting on March 17, 2026.

How many WEX shares does CEO Melissa Smith hold directly after these transactions?

After the reported transactions, Melissa Smith directly holds 111,816 WEX common shares. This reflects her position following the MSU conversion and the 3,333 shares automatically withheld by WEX to pay taxes tied to the vesting event.

What indirect WEX share holdings are associated with Melissa Smith in this Form 4?

Melissa Smith has several indirect WEX holdings through family and trust accounts. These include 18,277 shares held by her husband and trust positions such as 42,274 shares in the Melissa D. Smith 2025 Trust, plus smaller balances in additional irrevocable trusts.

What is the vesting schedule and payout range for WEX Market Share Units granted to Melissa Smith?

The MSUs vest in three equal annual tranches, each tied to a payout factor. One-third vests on each of the first three anniversaries of grant, with a payout factor between 60% and 200%; if the factor is below 60%, that tranche is forfeited.

Were any of Melissa Smith’s WEX share movements open-market sales?

No, the Form 4 shows only tax withholding and conversions, not open-market sales. The 3,333 WEX shares reported under code F were automatically withheld by the company to satisfy tax liabilities from MSU vesting, rather than sold at Smith’s discretion.