What are Market Share Units (MSUs) in WEX (WEX) Form 4 filing?

Market Share Units are performance-based restricted share units that convert into WEX common stock using a payout factor. The factor is based on volume-weighted average closing prices before grant and vesting dates, with a minimum 60% and maximum 200% payout range applied to the target MSU amount.

How many Market Share Units did WEX (WEX) grant to Sandra Kuohn?

Sandra Kuohn received 2,679 Market Share Units, representing the target number of shares underlying the award granted on March 16, 2026. The actual number of WEX common shares delivered will depend on the payout factor and vesting schedule described in the award terms.

How do WEX (WEX) Market Share Units vest and convert into shares?

One-third of the Market Share Unit award vests on each of the first three anniversaries of the March 16, 2026 grant date. Upon each vesting, MSUs convert into WEX common shares using the payout factor; MSUs forfeit on a vesting date if the factor is below 60%.

WEX (WEX) grants RSUs and performance Market Share Units to Chief People Officer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WEX Inc. reported that Chief People Officer Sandra D. Kuohn received equity-based compensation on March 16, 2026. She was granted 3,572 Restricted Stock Units that vest in three equal annual installments on the first, second, and third anniversaries of the grant date.

She was also granted 2,679 Market Share Units, which are performance-based restricted share units. One-third of the MSUs vest on each of the first three anniversaries of the grant, converting into common shares based on a payout factor between 60% and 200% tied to WEX’s stock price performance. MSUs scheduled to vest on a date are forfeited if the payout factor is below 60%.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kuohn Sandra D.

Role Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3,572	$0.00	--
Grant/Award	Market Share Units	2,679	$0.00	--

Holdings After Transaction: Restricted Stock Units — 3,572 shares (Direct); Market Share Units — 2,679 shares (Direct)

Footnotes (1)

One-third of Restricted Stock Units ("RSUs") vest each year on the first, second and third anniversaries of the date of grant. Each Market Share Unit ("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 target number of shares underlying the MSU award granted on March 16, 2026. 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 →

03/18/2026 - 06:52 PM

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^*

Kuohn Sandra D.

(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)
	Chief People Officer

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)
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)

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	03/16/2026		A		3,572		⁽¹⁾	⁽¹⁾	Common Stock	3,572	$0	3,572	D
Market Share Units	⁽²⁾	03/16/2026		A		2,679⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	2,679	$0	2,679	D

Explanation of Responses:

1. One-third of Restricted Stock Units ("RSUs") vest each year on the first, second and third anniversaries of the date of grant.

2. Each Market Share Unit ("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%.

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

4. 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 Sandra D. Kuohn	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did WEX (WEX) disclose for Sandra D. Kuohn?

WEX disclosed that Chief People Officer Sandra D. Kuohn received equity awards, including 3,572 Restricted Stock Units and 2,679 Market Share Units on March 16, 2026. These are stock-based compensation grants, not open-market purchases or sales of WEX common stock.

How do Sandra Kuohn’s Restricted Stock Units from WEX (WEX) vest?

Sandra Kuohn’s 3,572 Restricted Stock Units vest in three equal annual installments. One-third of the RSUs vest on each of the first, second, and third anniversaries of the March 16, 2026 grant date, subject to the applicable service-based vesting conditions.

Is the WEX (WEX) Form 4 transaction a stock purchase or sale by Sandra Kuohn?

The Form 4 reports equity awards, not market trades. Sandra Kuohn acquired 3,572 Restricted Stock Units and 2,679 Market Share Units as compensation grants, coded as “A” for grant or award acquisition, with no reported open-market buying or selling of WEX common stock.