WEX (WEX) CEO Melissa Smith receives 36,916 performance-based restricted stock units

Rhea-AI Filing Summary

WEX Inc. reported that Chair, CEO, and President Melissa D. Smith acquired 36,916 restricted stock units tied to company performance. These units were originally granted as performance stock units, and the board’s Leadership Development and Compensation Committee certified that the performance criteria were achieved as of February 13, 2026.

With that certification, the award converted from performance stock units into restricted stock units, establishing Smith’s right to these units. All of the underlying shares from this RSU award are scheduled to vest on March 15, 2026, subject to the usual vesting conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Melissa D

Role Chair, CEO, and President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	36,916	$0.00	--

Holdings After Transaction: Restricted Stock Units — 36,916 shares (Direct)

Footnotes (1)

1. This award was granted as a performance stock unit. The Leadership Development and Compensation Committee of the Company's Board of Directors certified that the performance criteria established in connection with this grant had been met as of February 13, 2026. As a result of achieving the performance criteria the award converted from a PSU to an RSU and the reporting person's right to these units was established. Restricted stock units will vest with respect to all of the underlying shares on March 15, 2026.

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^*

Smith Melissa D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO, and President

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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

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(1)	$0	02/13/2026		A		36,916		(2)	(2)	Common Stock	36,916	$0	36,916	D

Explanation of Responses:

1. This award was granted as a performance stock unit. The Leadership Development and Compensation Committee of the Company's Board of Directors certified that the performance criteria established in connection with this grant had been met as of February 13, 2026. As a result of achieving the performance criteria the award converted from a PSU to an RSU and the reporting person's right to these units was established.

2. Restricted stock units will vest with respect to all of the underlying shares on March 15, 2026.

Remarks:

	/s/ Matthew Finkelstein, as attorney in-fact for Melissa D. Smith	02/18/2026
	** 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.

FAQ

What insider transaction did WEX (WEX) report for Melissa D. Smith?

WEX reported that Chair, CEO, and President Melissa D. Smith acquired 36,916 restricted stock units. The units resulted from a performance-based award whose criteria were certified as achieved, converting the grant from performance stock units into restricted stock units.

How many restricted stock units did the WEX (WEX) CEO receive?

Melissa D. Smith received 36,916 restricted stock units. These units stem from a prior performance stock unit award where the required performance criteria were met, leading to the conversion into RSUs and establishing her right to the underlying shares.

What performance condition triggered the WEX (WEX) RSU award for Melissa Smith?

The RSU award was triggered when the Leadership Development and Compensation Committee certified that the performance criteria for a prior performance stock unit grant were met as of February 13, 2026. That certification caused the performance award to convert into restricted stock units.

When will Melissa D. Smith’s WEX (WEX) restricted stock units vest?

The restricted stock units will vest with respect to all of the underlying shares on March 15, 2026. This means that, assuming conditions are satisfied, the entire 36,916-unit award becomes fully vested and deliverable to Melissa D. Smith on that date.

Was there a purchase price for the WEX (WEX) CEO’s restricted stock units?

The filing shows the 36,916 restricted stock units were awarded at a transaction price per unit of $0.00. This reflects a performance-based equity grant, not an open-market stock purchase, and is typical for executive incentive compensation structures.

What role does the WEX (WEX) Leadership Development and Compensation Committee play in this award?

The Leadership Development and Compensation Committee certified that the performance criteria for the original performance stock unit grant were met. Their certification on February 13, 2026 directly caused the award to convert into restricted stock units for Melissa D. Smith.