WEX Form 4: Don Callahan credited with 166 deferred RSUs

Rhea-AI Filing Summary

Don Callahan, a director of WEX Inc. (WEX), reported an automatic grant of 166 restricted stock units on 09/30/2025 that were credited in lieu of his annual cash retainer and deferred under the company’s Non-Employee Deferred Compensation Plan. The filing shows 10,163 shares of common stock beneficially owned by Mr. Callahan after the transaction. Each restricted stock unit converts to one share of WEX common stock and is payable 200 days after the holder’s board service ends for any reason. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• 166 restricted stock units were granted as deferred director compensation, aligning incentives with shareholders
• Post-transaction beneficial ownership of 10,163 shares is disclosed, providing transparency on director holdings

Negative

• None.

Insights

Corporate Governance Analyst

Director received director compensation in RSUs; ownership totals 10,163 shares.

This Form 4 records a standard director compensation event: 166 restricted stock units were issued in lieu of cash and deferred per the company plan. Such deferral aligns pay with long-term equity interests without immediate share delivery.

The units convert one-for-one to common shares and vest into payable shares 200 days after termination of board service, which preserves alignment but delays liquidity. This is a routine, disclosed compensation action with no additional transactions reported.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Callahan Don

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	166	$0.00	--

Holdings After Transaction: Common Stock — 10,163 shares (Direct)

Footnotes (1)

1. [object Object]

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).

1. Name and Address of Reporting Person^*

Callahan Don

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		166	A	(1)	10,163	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 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	10/02/2025
	** 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 did WEX director Don Callahan report on Form 4 (WEX)?

The filing reports receipt of 166 restricted stock units on 09/30/2025 and shows 10,163 shares beneficially owned after the grant.

Are the restricted stock units immediately convertible into WEX shares?

No. Each restricted stock unit is payable in one share, but payment is deferred and occurs 200 days after the holder's board service terminates.

Why were the RSUs granted to Don Callahan?

The RSUs were granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan in lieu of his annual cash retainer and deferred under the company's Non-Employee Deferred Compensation Plan.

When was the Form 4 filed and who signed it?

The Form 4 reports the transaction date as 09/30/2025 and was signed by Matthew Finkelstein as attorney-in-fact on 10/02/2025.

How many shares will each restricted stock unit deliver?

Each restricted stock unit is payable in one share of WEX Inc. common stock upon the specified payment event.