How do WEX (WEX) Market Share Units determine payout to the CTO?

Each Market Share Unit converts into common stock based on a payout factor linked to relative share price performance. The factor ranges from 60% to 200%, using volume-weighted average prices before grant and vesting dates to determine actual shares earned.

What was the payout factor for vested WEX (WEX) Market Share Units?

The first tranche of Market Share Units granted on March 17, 2025 vested based on a 105.38% payout factor. That factor determined the number of units that converted into common shares, as described in the performance formula outlined for these awards.

What happens if WEX (WEX) Market Share Units miss the minimum payout factor?

If the payout factor for Market Share Units is below 60% on a scheduled vesting date, the units eligible to vest that day are forfeited. This structure ties the executive’s realized equity compensation to WEX’s share price performance over defined measurement periods.

WEX (WEX) CTO logs RSU and Market Share Unit vesting, new awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WEX Inc. Chief Technology Officer Sachin Dhawan reported equity compensation activity centered on vesting and tax withholding, not open‑market trading. On March 17, 2026, 1,265 Restricted Stock Units and 1,333 Market Share Units converted into an equal number of common shares.

To cover taxes, WEX automatically withheld 628 and 661 shares of common stock at $156.79 per share. Dhawan also received new grants on March 16, 2026 of 10,205 RSUs and 7,654 Market Share Units, which vest in three annual tranches based on time and performance conditions.

Insider Trade Summary

2,598 shares exercised/converted

Mixed 8 txns

Insider DHAWAN SACHIN

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,265	$0.00	--
Exercise	Market Share Units	1,333	$0.00	--
Exercise	Common Stock	1,265	$0.00	--
Tax Withholding	Common Stock	628	$156.79	$98K
Exercise	Common Stock	1,333	$0.00	--
Tax Withholding	Common Stock	661	$156.79	$104K
Grant/Award	Restricted Stock Units	10,205	$0.00	--
Grant/Award	Market Share Units	7,654	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,532 shares (Direct); Market Share Units — 2,464 shares (Direct); Common Stock — 15,115 shares (Direct)

Footnotes (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. 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. RSUs vested on March 17, 2026 and each RSU converted into one share of common stock. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant. 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%. 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. 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. Represents the target number of shares underlying the MSU award granted on March 16, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/18/2026 - 06:51 PM

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^*

DHAWAN SACHIN

(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)
	Chief Technology Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2026		M		1,265	A	$0	15,115	D
Common Stock	03/17/2026		F		628⁽¹⁾	D	$156.79	14,487	D
Common Stock	03/17/2026		M		1,333	A	$0	15,820	D
Common Stock	03/17/2026		F		661⁽²⁾	D	$156.79	15,159	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	03/17/2026		M			1,265⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,265	$0	2,532	D
Market Share Units	⁽⁵⁾	03/17/2026		M			1,333⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	1,333	$0	2,464	D
Restricted Stock Units	$0	03/16/2026		A		10,205		⁽⁴⁾	⁽⁴⁾	Common Stock	10,205	$0	10,205	D
Market Share Units	⁽⁵⁾	03/16/2026		A		7,654⁽⁸⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	7,654	$0	7,654	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. RSUs vested on March 17, 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. 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 Sachin Dhawan	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did WEX (WEX) CTO Sachin Dhawan report?

Sachin Dhawan reported RSU and Market Share Unit vesting that converted into common stock, plus related tax-withholding share dispositions. He also received new grants of 10,205 RSUs and 7,654 Market Share Units as part of his equity compensation package.

Were any WEX (WEX) shares bought or sold on the market in this Form 4?

No open-market purchases or sales were reported. Shares were acquired through vesting and conversion of RSUs and Market Share Units, while 1,289 shares were automatically withheld by WEX to pay taxes associated with these vesting events.

How many new equity awards did the WEX (WEX) CTO receive?

Dhawan received 10,205 Restricted Stock Units and 7,654 Market Share Units. These awards are structured to vest over three years, with RSUs vesting in equal annual installments and Market Share Units vesting based on both time and a performance-based payout factor.