WEX (NYSE: WEX) COO granted RSUs, MSUs and gains vested shares

Rhea-AI Filing Summary

WEX Inc. COO International Joel Alan Dearborn Jr. reported routine equity compensation activity. On March 16, 2026, he received grants of 6,378 Restricted Stock Units (RSUs) and 4,784 Market Share Units (MSUs), each tied to an equivalent number of common shares.

On March 17, 2026, 843 RSUs vested and converted into 843 common shares, and 888 MSUs vested based on a 105.38% payout factor, converting into 888 common shares. To cover taxes on these vestings, 374 and 394 common shares were automatically withheld by WEX at $156.79 per share. Following these transactions, he directly held 29,872 common shares, and an additional 7,400 common shares were held indirectly by the Dearborn 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^*

Dearborn Joel Alan JR

(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)
	COO, International

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		843	A	$0	29,752	D
Common Stock	03/17/2026		F		374(1)	D	$156.79	29,378	D
Common Stock	03/17/2026		M		888	A	$0	30,266	D
Common Stock	03/17/2026		F		394(2)	D	$156.79	29,872	D
Common Stock								7,400	I	Dearborn 2025 Trust(3)

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
Restricted Stock Units	$0	03/17/2026		M			843(4)	(5)	(5)	Common Stock	843	$0	1,688	D
Market Share Units	(6)	03/17/2026		M			888(7)	(8)	(8)	Common Stock	888	$0	1,643	D
Restricted Stock Units	$0	03/16/2026		A		6,378		(5)	(5)	Common Stock	6,378	$0	6,378	D
Market Share Units	(6)	03/16/2026		A		4,784(9)		(8)	(8)	Common Stock	4,784	$0	4,784	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 March 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 March 17, 2026.

3. This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.

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

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

6. 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%.

7. 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.

8. 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.

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

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Joel A. Dearborn	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) COO Joel Dearborn report?

Joel Dearborn reported equity compensation activity, including RSU and MSU grants, vesting of prior awards into common stock, and automatic share withholding for taxes. The filing shows no open-market share purchases or sales, only routine compensation and tax-related entries.

How many RSUs and MSUs were granted to the WEX COO in March 2026?

On March 16, 2026, the WEX COO received 6,378 Restricted Stock Units and 4,784 Market Share Units. Each unit corresponds to one share of common stock, subject to time-based vesting for RSUs and performance-based vesting mechanics for the MSUs.

What equity awards vested for the WEX COO on March 17, 2026?

On March 17, 2026, 843 RSUs vested and converted into 843 common shares. In addition, 888 MSUs vested based on a 105.38% payout factor, converting into 888 common shares, reflecting performance above the 100% target level for that MSU tranche.

Were any WEX shares sold on the market by the COO in this Form 4?

No market sales were reported. The only dispositions were 374 and 394 common shares automatically withheld by WEX at $156.79 per share to cover tax liabilities arising from the vesting of RSUs and MSUs on March 17, 2026.

How many WEX shares does the COO hold after these transactions?

After the March 2026 activity, the COO directly held 29,872 common shares. Additionally, 7,400 common shares were held indirectly through the Dearborn 2025 Trust, which is reported as an indirect ownership position in the Form 4 filing.

How do WEX Market Share Units (MSUs) determine payouts for the COO?

Each MSU converts into common shares based on a payout factor tied to relative share price performance around grant and vesting dates. The factor ranges from 60% to 200%. For the March 17, 2026 vesting, the payout factor was 105.38%, yielding 888 vested shares.