WEX (NYSE: WEX) director receives 171 restricted stock units in lieu of cash

Rhea-AI Filing Summary

Callahan Don reported acquisition or exercise transactions in this Form 4 filing.

WEX Inc. director Don Callahan received an award of 171 shares of common stock in the form of restricted stock units on March 31, 2026. The award was granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan in lieu of his annual cash retainer.

These restricted stock units are deferred under the Company’s Non-Employee Directors Deferred Compensation Plan and will be settled in one share of WEX Inc. common stock per unit 200 days after his service on the Board of Directors ends for any reason. Following this grant, Callahan directly holds 10,510 shares of WEX Inc. common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Callahan Don

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	171	$0.00	--

Holdings After Transaction: Common Stock — 10,510 shares (Direct)

Footnotes (1)

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Key Figures

RSU grant: 171 shares Grant price: $0.00 per share Post-transaction holdings: 10,510 shares +1 more

4 metrics

RSU grant 171 shares Restricted stock units granted March 31, 2026

Grant price $0.00 per share Equity award in lieu of annual cash retainer

Post-transaction holdings 10,510 shares Direct WEX common stock held after grant

Settlement timing 200 days After termination of Board service before RSUs pay in stock

Key Terms

restricted stock units, Amended and Restated WEX Inc. 2019 Equity and Incentive Plan, annual cash retainer, Non-Employee Directors Deferred Compensation Plan

4 terms

restricted stock units financial

"This common stock is represented by restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Amended and Restated WEX Inc. 2019 Equity and Incentive Plan financial

"restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan"

annual cash retainer financial

"granted ... in lieu of the annual cash retainer"

Non-Employee Directors Deferred Compensation Plan financial

"This was deferred in accordance with the Company's Non-Employee Directors Deferred Compensation Plan."

Form 4 Insider Transactions: What Each Field Means →

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^*

Callahan Don

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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	03/31/2026		A		171	A	(1)	10,510	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. This common stock is represented by restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan (as defined in the 2025 WEX Inc. Proxy Statement filed on April 17, 2025) in lieu of the annual cash retainer. This was deferred in accordance with the Company's Non-Employee Directors Deferred Compensation Plan. Each restricted stock unit is payable in one share of WEX Inc. common stock 200 days immediately following the date upon which the holder's service as a member of the Board of Directors of WEX Inc. terminates for any reason.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Daniel Callahan	04/02/2026
	** 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 did WEX (WEX) director Don Callahan report in this Form 4?

Director Don Callahan reported receiving 171 shares of WEX common stock as restricted stock units. The award replaces his annual cash retainer and is part of his non-employee director compensation, increasing his direct holdings to 10,510 WEX shares after the transaction.

How many WEX (WEX) shares did Don Callahan acquire in this transaction?

Don Callahan acquired 171 shares of WEX common stock in the form of restricted stock units. These units represent stock-based compensation, not an open-market purchase, and are tied to his service as a non-employee member of WEX’s Board of Directors.

What is the nature of the restricted stock units granted to WEX (WEX) director Don Callahan?

The restricted stock units were granted under WEX’s Amended and Restated 2019 Equity and Incentive Plan in lieu of the annual cash retainer. Each unit will convert into one WEX common share 200 days after Callahan’s Board service ends, providing deferred equity compensation.

When will Don Callahan’s WEX (WEX) restricted stock units settle into common shares?

Each restricted stock unit is payable in one share of WEX common stock 200 days immediately following the date his service as a Board member terminates for any reason. This structure defers delivery of the shares until after his Board tenure ends.

How many WEX (WEX) shares does Don Callahan hold after this Form 4 transaction?

After receiving the 171-share restricted stock unit award, Don Callahan directly holds 10,510 shares of WEX common stock. This figure reflects his direct ownership position reported following the latest equity grant disclosed in the Form 4 filing.

Was cash involved in Don Callahan’s WEX (WEX) Form 4 transaction?

No cash changed hands in this transaction; the 171 restricted stock units were granted at a reported price of $0.00 per share. The award was provided instead of an annual cash retainer, functioning as non-cash, equity-based director compensation.