How do WEX (WEX) Market Share Units determine share payouts?

WEX Market Share Units convert into common shares by applying a payout factor to target MSUs. The factor is based on relative volume-weighted average prices, with a minimum of 60% and maximum of 200%, so performance directly influences how many shares vest.

WEX (NYSE: WEX) risk chief gains stock from RSU and MSU vesting

Q: How many WEX (WEX) shares were withheld for taxes in this Form 4?

The filing shows 1,615 shares of WEX common stock were automatically withheld to pay taxes tied to vesting equity awards, at a price of $159.95 per share, consistent with standard tax-withholding dispositions coded as F transactions.

Q: What equity awards vested for WEX (WEX) executive Drew Ann Elena?

Both Restricted Stock Units (RSUs) and Market Share Units (MSUs) vested on March 15, 2026 . Each vested RSU converted into one share, while MSUs converted based on a performance payout factor, with one tranche vesting at a 71.27% payout factor .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WEX Inc. Chief Risk and Compliance Officer Drew Ann Elena reported routine equity compensation activity. On March 15, 2026, restricted stock units and market share units vested and converted into a total of 3,638 shares of common stock. To cover taxes, 1,615 shares were automatically withheld by WEX at $159.95 per share, as described in the footnotes, rather than sold on the open market. Following these transactions, she directly holds 10,811 shares of WEX common stock. The filing notes that RSUs vest in thirds on each of the first three anniversaries of grant, and that MSU payouts depend on a performance-based payout factor, with one tranche vesting at a 71.27% payout factor.

Insider Trade Summary

3,638 shares exercised/converted

Mixed 12 txns

Insider Drew Ann Elena

Role Chief Risk and Compliance

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	270	$0.00	--
Exercise	Restricted Stock Units	256	$0.00	--
Exercise	Restricted Stock Units	2,929	$0.00	--
Exercise	Market Share Units	183	$0.00	--
Exercise	Common Stock	270	$0.00	--
Tax Withholding	Common Stock	120	$159.95	$19K
Exercise	Common Stock	256	$0.00	--
Tax Withholding	Common Stock	114	$159.95	$18K
Exercise	Common Stock	2,929	$0.00	--
Tax Withholding	Common Stock	1,299	$159.95	$208K
Exercise	Common Stock	183	$0.00	--
Tax Withholding	Common Stock	82	$159.95	$13K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Market Share Units — 331 shares (Direct); Common Stock — 9,058 shares (Direct)

Footnotes (1)

Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on March 15, 2026. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on March 15, 2026. RSUs vested on March 15, 2026 and each RSU converted into one share of common stock. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant. Following certification of performance relating to the award (as previously reported by the reporting person), the RSUs vested on March 15, 2026 and each converted into one share of common stock. Each MSU, a form of performance-based restricted share 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 volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the vesting date divided by the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%. Represents the number of MSUs that vested in the second tranche of the MSU award granted on March 15, 2024, based on a 71.27% payout factor, and were converted into an equal number of shares of common stock. One-third of the MSU award vests on each of the first, second and third anniversaries of the date of grant 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 vesting date, the MSUs eligible to vest on such date will be forfeited.

Form 4 Insider Transactions: What Each Field Means →

03/17/2026 - 12:00 AM

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^*

Drew Ann Elena

(Last)

(First)

(Middle)

C/O WEX INC.

1 HANCOCK STREET

(Street)

PORTLAND

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 Risk and Compliance

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2026		M		270	A	$0	9,058	D
Common Stock	03/15/2026		F		120⁽¹⁾	D	$159.95	8,938	D
Common Stock	03/15/2026		M		256	A	$0	9,194	D
Common Stock	03/15/2026		F		114⁽¹⁾	D	$159.95	9,080	D
Common Stock	03/15/2026		M		2,929	A	$0	12,009	D
Common Stock	03/15/2026		F		1,299⁽¹⁾	D	$159.95	10,710	D
Common Stock	03/15/2026		M		183	A	$0	10,893	D
Common Stock	03/15/2026		F		82⁽²⁾	D	$159.95	10,811	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	03/15/2026		M			270⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	270	$0	0	D
Restricted Stock Units	$0	03/15/2026		M			256⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	256	$0	258	D
Restricted Stock Units	$0	03/15/2026		M			2,929⁽³⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	2,929	$0	0	D
Market Share Units	⁽⁶⁾	03/15/2026		M			183⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	183	$0	331	D

Explanation of Responses:

1. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on March 15, 2026.

2. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on March 15, 2026.

3. RSUs vested on March 15, 2026 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. Following certification of performance relating to the award (as previously reported by the reporting person), the RSUs vested on March 15, 2026 and each converted into one share of common stock.

6. Each MSU, a form of performance-based restricted share 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 volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the vesting date divided by the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.

7. Represents the number of MSUs that vested in the second tranche of the MSU award granted on March 15, 2024, based on a 71.27% payout factor, and were converted into an equal number of shares of common stock.

8. One-third of the MSU award vests on each of the first, second and third anniversaries of the date of grant 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 vesting date, the MSUs eligible to vest on such date will be forfeited.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Ann Elena Drew	03/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did WEX (WEX) report for Drew Ann Elena?

WEX reported that Chief Risk and Compliance Officer Drew Ann Elena had restricted stock units and market share units vest and convert into 3,638 shares of common stock on March 15, 2026, reflecting routine equity compensation rather than open-market trading.

How many WEX (WEX) shares were withheld for taxes in this Form 4?

The filing shows 1,615 shares of WEX common stock were automatically withheld to pay taxes tied to vesting equity awards, at a price of $159.95 per share, consistent with standard tax-withholding dispositions coded as F transactions.

How many WEX (WEX) shares does Drew Ann Elena hold after the transactions?

After the vesting and related tax withholding, Drew Ann Elena directly holds 10,811 shares of WEX common stock. This figure represents her post-transaction position as reported in the Form 4’s non-derivative transaction table totals.

What equity awards vested for WEX (WEX) executive Drew Ann Elena?

Both Restricted Stock Units (RSUs) and Market Share Units (MSUs) vested on March 15, 2026. Each vested RSU converted into one share, while MSUs converted based on a performance payout factor, with one tranche vesting at a 71.27% payout factor.

What is the vesting schedule for WEX (WEX) RSUs and MSUs in this filing?

The RSUs vest in three equal parts on the first, second, and third anniversaries of the grant date. Similarly, one-third of each MSU award vests on those anniversaries, subject to achieving at least a 60% payout factor; otherwise, the applicable MSUs are forfeited.