WEX (NYSE: WEX) CTO gains shares from RSU and MSU vesting

Rhea-AI Filing Summary

WEX Inc. Chief Technology Officer Sachin Dhawan reported equity compensation vesting rather than open-market trading. On March 15, 2026, his Restricted Stock Units and Market Share Units converted into a total of 7,710 shares of common stock. WEX automatically withheld 3,454 shares at $159.95 per share to cover tax obligations related to the vesting. After these transactions, Dhawan directly held 13,850 shares of WEX common stock. The disposition transactions were tax withholdings, not discretionary market sales.

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^*

DHAWAN SACHIN

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		753	A	$0	10,347	D
Common Stock	03/15/2026		F		261(1)	D	$159.95	10,086	D
Common Stock	03/15/2026		M		6,420	A	$0	16,506	D
Common Stock	03/15/2026		F		2,926(1)	D	$159.95	13,580	D
Common Stock	03/15/2026		M		537	A	$0	14,117	D
Common Stock	03/15/2026		F		267(2)	D	$159.95	13,850	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
Restricted Stock Units	$0	03/15/2026		M			753(3)	(4)	(4)	Common Stock	753	$0	756	D
Restricted Stock Units	$0	03/15/2026		M			6,420(3)	(5)	(5)	Common Stock	6,420	$0	0	D
Market Share Units	(6)	03/15/2026		M			537(7)	(8)	(8)	Common Stock	537	$0	971	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 15, 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 15, 2026.

3. RSUs vested on March 15, 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. Following certification of performance relating to the award (as previously reported by the reporting person), the RSUs vested on March 15, 2026 and each converted into one share of common stock.

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 second tranche of the MSU award granted on March 15, 2024, based on a 71.27% 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.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Sachin Dhawan	03/17/2026
	** 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).
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FAQ

What did WEX (WEX) CTO Sachin Dhawan report in this Form 4 filing?

Sachin Dhawan reported the vesting and conversion of equity awards into WEX common stock. RSUs and Market Share Units converted into 7,710 shares, with part of the shares automatically withheld to pay taxes, reflecting routine compensation rather than open-market trading.

How many WEX shares did Sachin Dhawan receive from RSU and MSU vesting?

Dhawan received 7,710 shares of WEX common stock from vesting equity awards. These shares came from Restricted Stock Units and Market Share Units that converted into common stock upon vesting on March 15, 2026 under previously granted incentive arrangements.

How many WEX shares were withheld for Sachin Dhawan’s taxes in this Form 4?

A total of 3,454 WEX shares were automatically withheld to cover tax obligations. The company withheld 261, 2,926 and 267 shares at a price of $159.95 per share tied to the RSU and Market Share Unit vesting on March 15, 2026.

How many WEX shares does Sachin Dhawan hold after these reported transactions?

Following the reported vesting and tax-withholding transactions, Dhawan directly holds 13,850 shares of WEX common stock. This figure reflects his position after RSUs and Market Share Units converted and certain shares were withheld to satisfy associated tax liabilities.

Were there any open-market purchases or sales in WEX CTO Sachin Dhawan’s Form 4?

The Form 4 shows no open-market purchases or sales by Dhawan. Reported dispositions use code F, indicating shares were withheld by WEX to pay taxes on vesting, which is a non-discretionary mechanism rather than a market trade decision.