WEX (WEX) Chief Digital Officer nets new shares from RSU and MSU vesting

Rhea-AI Filing Summary

WEX Inc. Chief Digital Officer Karen B. Stroup reported the vesting and conversion of equity awards into common stock. On March 15, 2026, she exercised or converted Restricted Stock Units and Market Share Units into a total of 9,021 shares of WEX common stock.

To cover related tax obligations, WEX automatically withheld 2,993 shares at a price of $159.95 per share, as described in the footnotes. After these transactions, Stroup directly owned 21,236 shares of WEX common stock. The filing reflects routine equity compensation vesting with tax withholding, not open-market buying or selling.

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^*

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)
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		655	A	$0	15,863	D
Common Stock	03/15/2026		F		160(1)	D	$159.95	15,703	D
Common Stock	03/15/2026		M		732	A	$0	16,435	D
Common Stock	03/15/2026		F		179(1)	D	$159.95	16,256	D
Common Stock	03/15/2026		M		7,112	A	$0	23,368	D
Common Stock	03/15/2026		F		2,448(1)	D	$159.95	20,920	D
Common Stock	03/15/2026		M		522	A	$0	21,442	D
Common Stock	03/15/2026		F		206(2)	D	$159.95	21,236	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			655(3)	(4)	(4)	Common Stock	655	$0	0	D
Restricted Stock Units	$0	03/15/2026		M			732(3)	(4)	(4)	Common Stock	732	$0	735	D
Restricted Stock Units	$0	03/15/2026		M			7,112(3)	(5)	(5)	Common Stock	7,112	$0	0	D
Market Share Units	(6)	03/15/2026		M			522(7)	(8)	(8)	Common Stock	522	$0	944	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/ Andy Schwarcz as attorney-in-fact for Karen Stroup	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did WEX (WEX) report for Karen B. Stroup?

WEX reported that Chief Digital Officer Karen B. Stroup had equity awards vest and convert into common stock. Restricted Stock Units and Market Share Units converted into 9,021 shares of WEX common stock as part of routine compensation on March 15, 2026.

How many WEX (WEX) shares did Karen B. Stroup receive from RSU and MSU vesting?

Karen B. Stroup received 9,021 shares of WEX common stock from vested Restricted Stock Units and Market Share Units. These awards vested on March 15, 2026, with each vested unit converting into one share of common stock according to the plan terms.

How many WEX (WEX) shares were withheld for taxes in this Form 4?

A total of 2,993 WEX common shares were automatically withheld to satisfy tax obligations. The company withheld these shares in connection with the March 15, 2026 vesting of Restricted Stock Units and Market Share Units at a price of $159.95 per share.

What are Market Share Units (MSUs) in the WEX (WEX) insider filing?

Market Share Units are performance-based restricted share units that convert into WEX common stock using a payout factor. The payout factor depends on a ratio of volume-weighted average prices, with a minimum 60% and maximum 200% payout range specified in the award terms.

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

After the March 15, 2026 transactions, Karen B. Stroup directly held 21,236 shares of WEX common stock. This figure reflects the net impact of equity award conversions and automatic tax-withholding share dispositions reported in the Form 4 filing.

Were the WEX (WEX) Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved the vesting and conversion of Restricted Stock Units and Market Share Units into WEX common stock, with shares automatically withheld by the company to cover related tax liabilities.