WEX (WEX) COO awarded RSUs and MSUs, with shares withheld for taxes

Rhea-AI Filing Summary

WEX Inc. chief operating officer for Benefits, Robert Joseph Deshaies, reported routine equity compensation activity. On March 16, 2026 he received 5,358 Restricted Stock Units (RSUs) and 4,019 Market Share Units (MSUs), each tied to an equal number of common shares.

On March 17, 2026 RSUs and MSUs vested: 675 RSUs and 711 MSUs each converted into the same number of common shares. To cover taxes, 335 and 353 common shares were automatically withheld at $156.79 per share. Following these transactions, Deshaies directly held 23,488 shares of common stock.

Footnotes explain that RSUs vest in three equal annual installments, while MSU payouts depend on share price performance, with payout factors between 60% and 200%. The vested MSUs reflected a 105.38% payout factor, indicating slightly above-target performance for that tranche.

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^*

Deshaies Robert Joseph

(Last) (First) (Middle)

C/O WEX INC.

1 HANCOCK STREET

(Street)

PORTLAND MAINE 04101

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	COO, Benefits

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/17/2026		M		675	A	$0	23,465	D
Common Stock	03/17/2026		F		335(1)	D	$156.79	23,130	D
Common Stock	03/17/2026		M		711	A	$0	23,841	D
Common Stock	03/17/2026		F		353(2)	D	$156.79	23,488	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	03/17/2026		M			675(3)	(4)	(4)	Common Stock	675	$0	1,350	D
Market Share Units	(5)	03/17/2026		M			711(6)	(7)	(7)	Common Stock	711	$0	1,314	D
Restricted Stock Units	$0	03/16/2026		A		5,358		(4)	(4)	Common Stock	5,358	$0	5,358	D
Market Share Units	(5)	03/16/2026		A		4,019(8)		(7)	(7)	Common Stock	4,019	$0	4,019	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 17, 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 17, 2026.

3. RSUs vested on March 17, 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. 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%.

6. Represents the number of MSUs that vested in the first tranche of the MSU award granted on March 17, 2025, based on a 105.38% 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 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.

8. Represents the target number of shares underlying the MSU award granted on March 16, 2026.

Remarks:

	/s/ Matthew Finkelstein as attorney-in-fact for Robert Joseph Deshaies	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did WEX (WEX) COO Robert Deshaies report?

Robert Deshaies reported vesting and conversion of RSUs and MSUs into common stock, plus new equity grants. No open-market buys or sales occurred; shares were also withheld at $156.79 per share to cover related tax obligations.

How many RSUs and MSUs were granted to the WEX (WEX) COO?

Deshaies received 5,358 Restricted Stock Units (RSUs) and 4,019 Market Share Units (MSUs). Each unit corresponds to one share of common stock, subject to vesting schedules and, for MSUs, a performance-based payout factor.

How many WEX (WEX) shares vested and converted on March 17, 2026?

On March 17, 2026, 675 RSUs and 711 MSUs vested for Deshaies and each unit converted into one share of WEX common stock, increasing his direct equity position before tax-related share withholding.

Why were some WEX (WEX) shares withheld from the COO on vesting?

WEX automatically withheld 335 and 353 shares of common stock at $156.79 per share to pay taxes due on the vesting of RSUs and MSUs. This is a standard tax-withholding mechanism, not an open-market share sale.

What is the payout factor for WEX (WEX) Market Share Units mentioned in the filing?

The vested MSUs used a 105.38% payout factor, slightly above target. MSU payout factors range from 60% to 200%, based on relative volume-weighted average share prices between grant and vesting calculation periods.

How many WEX (WEX) common shares does the COO hold after these transactions?

After the March 17, 2026 vesting, conversion, and tax withholding, Deshaies directly held 23,488 shares of WEX common stock, reflecting his updated ownership position following the equity compensation events.

How do WEX (WEX) RSUs and MSUs vest for the COO?

One-third of RSUs vest on each of the first three anniversaries of the grant date. MSUs also vest in three annual tranches, converting into shares based on a price-driven payout factor, with awards forfeited if the factor is below 60% on a vesting date.