[Form 4] WEX Inc. Insider Trading Activity

Rhea-AI Filing Summary

WEX Chief Legal Officer Sara Trickett reported multiple transactions on June 17, 2025, involving both Restricted Stock Units (RSUs) and Market Share Units (MSUs):

• Acquired 97 shares from RSU conversion at $0, with 29 shares withheld for taxes at $143.39 per share
• Acquired 76 shares from MSU conversion (77.72% payout factor) at $0, with 23 shares withheld for taxes at $143.39 per share
• Following transactions, Trickett directly owns 1,853 WEX common shares
• Maintains 196 unvested RSUs and 196 unvested MSUs

The MSUs feature a performance-based vesting structure with a 60% minimum payout factor and 200% maximum, based on stock price performance. Both RSUs and MSUs vest over three years, with one-third vesting annually from grant date.

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

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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^*

Trickett Sara

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		M		97	A	$0	1,829	D
Common Stock	06/17/2025		F(1)		29	D	$143.39	1,800	D
Common Stock	06/17/2025		M		76	A	$0	1,876	D
Common Stock	06/17/2025		F(2)		23	D	$143.39	1,853	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	06/17/2025		M			97(3)	(4)	(4)	Common Stock	97	$0	196	D
Market Share Units	(5)	06/17/2025		M			76(6)	(7)	(7)	Common Stock	76	$0	196	D

Explanation of Responses:

1. Represents tax withholding in connection with the vesting of the Restricted Stock Units ("RSUs") on June 17, 2025.

2. Represents tax withholding in connection with the vesting of the Market Share Units ("MSUs") on June 17, 2025.

3. RSUs vested on June 17, 2025 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 stock 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 average of the closing stock price on the measurement date plus the nine prior trading days divided by the average closing stock price immediately preceding the grant date (also a 10-day average). 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 June 17, 2024, based on a 77.72% 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 grant date 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 measurement date, the MSUs eligible to vest on such date will be forfeited.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Sara Trickett	06/20/2025
	** 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 trading activity occurred at WEX Inc. (WEX) on June 17, 2025?

On June 17, 2025, WEX's Chief Legal Officer Sara Trickett had multiple transactions: She acquired 97 shares through RSU conversion and 76 shares through MSU conversion, while disposing of 29 and 23 shares respectively for tax withholding at $143.39 per share. After these transactions, she beneficially owned 1,853 shares directly.

How many WEX shares does Sara Trickett own after the June 2025 transactions?

Following the reported transactions on June 17, 2025, Sara Trickett, WEX's Chief Legal Officer, beneficially owned 1,853 shares of WEX common stock directly (Form D ownership).

What is the vesting schedule for WEX's Restricted Stock Units (RSUs)?

WEX's Restricted Stock Units (RSUs) vest in three equal installments, with one-third vesting each year on the first, second, and third anniversaries of the grant date. Each RSU converts into one share of common stock upon vesting.

How does WEX calculate the payout factor for Market Share Units (MSUs)?

WEX's MSU payout factor is calculated as the ratio of the average closing stock price over 10 days (measurement date plus nine prior trading days) divided by the average closing price for 10 days preceding the grant date. The payout factor ranges from a minimum of 60% to a maximum of 200%, with MSUs forfeited if the minimum isn't met.

What was the payout factor for WEX's MSUs that vested in June 2025?

The Market Share Units (MSUs) that vested on June 17, 2025, which represented the first tranche of the MSU award granted on June 17, 2024, had a payout factor of 77.72%.