WEX CDO granted 2,664 shares; 685 withheld for taxes

WEX Inc. chief digital officer Karen B. Stroup reported equity compensation activity involving company common stock.

Rhea-AI Filing Summary

WEX Inc. chief digital officer Karen B. Stroup reported equity compensation activity involving company common stock. She received a grant of 2,664 fully vested shares at $151.67 per share, issued in lieu of cash under WEX’s 2025 short-term incentive plan and its Amended and Restated 2019 Equity and Incentive Plan.

In connection with this grant, 685 shares at the same price were automatically withheld by WEX to cover tax obligations, a non‑open‑market, tax‑withholding disposition. After these transactions and a one‑share rounding adjustment, Stroup directly owns 15,208 shares of WEX common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Stroup Karen B.

Role Chief Digital Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,664	$151.67	$404K
Exercise Price or Tax Liability	Common Stock	685	$151.67	$104K

Holdings After Transaction: Common Stock — 15,208 shares (Direct)

Footnotes (3)

1. F1. Represents fully vested shares of WEX Inc. ("WEX") common stock granted in lieu of cash under WEX's 2025 short-term incentive plan for services performed in 2025 and issued pursuant to WEX's Amended and Restated 2019 Equity and Incentive Plan.
2. F2. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the grant of common stock on February 23, 2026.
3. F3. Reflects deduction of 1 share from the Form 4 filed by the reporting person on March 18, 2025 due to rounding.

FAQ

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

What did WEX (WEX) executive Karen B. Stroup report in this Form 4 filing?

Karen B. Stroup reported a grant of fully vested WEX common stock and a related tax‑withholding share disposition. The grant was issued in lieu of cash under WEX’s 2025 short‑term incentive plan and its Amended and Restated 2019 Equity and Incentive Plan.

How many WEX (WEX) shares were granted to Karen B. Stroup and at what price?

She received 2,664 fully vested shares of WEX common stock at $151.67 per share. These shares were granted instead of cash compensation for 2025 services under WEX’s short‑term incentive plan and issued pursuant to the 2019 Equity and Incentive Plan.

Why were some WEX (WEX) shares disposed of in Karen B. Stroup’s Form 4?

The filing shows 685 shares were automatically withheld by WEX to pay taxes linked to the stock grant on February 23, 2026. This is a tax‑withholding disposition, not an open‑market sale, and is coded as a Form 4 “F” transaction.

How many WEX (WEX) shares does Karen B. Stroup own after these transactions?

Following the stock grant, tax‑withholding disposition, and a one‑share rounding adjustment, Karen B. Stroup directly holds 15,208 shares of WEX common stock. The Form 4 reflects this updated direct ownership balance after all reported equity compensation activity.

What compensation plans are referenced in Karen B. Stroup’s WEX (WEX) Form 4?

The grant represents fully vested WEX common shares delivered in lieu of cash under WEX’s 2025 short‑term incentive plan. The shares were issued pursuant to WEX’s Amended and Restated 2019 Equity and Incentive Plan, which governs equity‑based awards to eligible participants.

Was Karen B. Stroup’s WEX (WEX) share grant immediately vested?

Yes. Footnotes state the 2,664 WEX common shares are fully vested upon grant. They were awarded as part of 2025 short‑term incentive compensation, replacing cash, and issued under the company’s Amended and Restated 2019 Equity and Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/25/2026 - 08:00 PM Learn about SEC filing dates

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^*

Stroup Karen B.

(Last) (First) (Middle)

C/O WEX INC.

1 HANCOCK STREET

(Street)

PORTLAND ME 04101

(City) (State) (Zip)

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 Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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

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

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

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	02/23/2026		A		2,664(1)	A	$151.67	15,894	D
Common Stock	02/23/2026		F		685(2)	D	$151.67	15,208(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents fully vested shares of WEX Inc. ("WEX") common stock granted in lieu of cash under WEX's 2025 short-term incentive plan for services performed in 2025 and issued pursuant to WEX's Amended and Restated 2019 Equity and Incentive Plan.

2. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the grant of common stock on February 23, 2026.

3. Reflects deduction of 1 share from the Form 4 filed by the reporting person on March 18, 2025 due to rounding.

Remarks:

	/s/ Andy Schwarcz as attorney-in-fact for Karen Stroup	02/25/2026
	** 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.
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