WEX director receives deferred stock units in lieu of cash retainer

WEX Inc. director equity grant and holdings update A WEX Inc. director reported receiving 176 shares of common stock on 12/31/2025, recorded as an acquisition under the company’s equity plan.

Rhea-AI Filing Summary

WEX Inc. director equity grant and holdings update

A WEX Inc. director reported receiving 176 shares of common stock on 12/31/2025, recorded as an acquisition under the company’s equity plan. Following this grant, the director beneficially owns 14,719 shares of WEX common stock in total, held directly.

The 176 shares are represented by restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan in lieu of the annual cash retainer. Under the company’s Non-Employee Directors Deferred Compensation Plan, each unit will convert into one share of WEX common stock 200 days after the director’s service on the Board ends for any reason.

Insider Trade Summary

Grant/Award: 176 shares

Grant/Award 1 txn

Insider GROCH JAMES R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	176	$0.00	$0.00

Holdings After Transaction: Common Stock — 14,719 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did WEX (WEX) report in this filing?

A WEX Inc. director reported acquiring 176 shares of WEX common stock on 12/31/2025 through a grant of restricted stock units under the company’s equity plan.

How many WEX (WEX) shares does the director own after this transaction?

After the reported grant, the director beneficially owns 14,719 shares of WEX Inc. common stock, held directly.

What is the nature of the 176 WEX shares reported in this Form 4?

The 176 shares are represented by restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan in lieu of the director’s annual cash retainer.

When will the WEX restricted stock units be paid out to the director?

Each restricted stock unit is payable in one share of WEX Inc. common stock 200 days immediately following the date the director’s service on the Board ends for any reason.

Is this WEX director equity award part of a deferred compensation plan?

Yes. The award was deferred in accordance with WEX Inc.’s Non-Employee Directors Deferred Compensation Plan, which governs the timing of share delivery.

Does this Form 4 indicate the director is a 10% owner of WEX?

No. The filing identifies the reporting person as a Director, and does not indicate 10% owner status.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/05/2026 - 05:48 PM Learn about SEC filing dates

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^*

GROCH JAMES R

(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)
12/31/2025

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	12/31/2025		A		176	A	(1)	14,719	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 James R. Groch	01/05/2026
	** 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.