WEX (NYSE: WEX) CDO logs RSU/MSU vesting and tax withholding

Rhea-AI Filing Summary

WEX Inc. Chief Digital Officer Karen B. Stroup reported equity compensation activity and related tax withholding. On March 17, 2026, Restricted Stock Units and Market Share Units vested, converting a total of 1,731 units into an equal number of common shares, including MSUs paid out at a 105.38% payout factor. To cover taxes on these vestings, WEX automatically withheld 682 shares at a price of $156.79 per share. Following these transactions, Stroup directly held 22,285 shares of WEX common stock. On March 16, 2026, she also received new awards covering 5,358 RSUs and 4,019 MSUs tied to future performance and time-based vesting.

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

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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^*

Stroup Karen B.

(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 Digital 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/17/2026		M		843	A	$0	22,079	D
Common Stock	03/17/2026		F		332(1)	D	$156.79	21,747	D
Common Stock	03/17/2026		M		888	A	$0	22,635	D
Common Stock	03/17/2026		F		350(2)	D	$156.79	22,285	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			843(3)	(4)	(4)	Common Stock	843	$0	1,688	D
Market Share Units	(5)	03/17/2026		M			888(6)	(7)	(7)	Common Stock	888	$0	1,643	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/ Andy Schwarcz as attorney-in-fact for Karen Stroup	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).
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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 did WEX (WEX) Chief Digital Officer Karen Stroup report in this Form 4?

Karen Stroup reported vesting and conversion of equity awards into WEX common stock. Restricted Stock Units and Market Share Units converted into 1,731 shares, alongside automatic share withholding for taxes and new RSU and MSU grants tied to future vesting and performance.

How many WEX shares were withheld for Karen Stroup’s taxes and at what price?

WEX automatically withheld 682 shares of common stock to pay taxes on vesting awards. These withholding transactions were executed at a share price of $156.79, reducing the net shares issued to Stroup while settling associated tax obligations directly through company stock.

How many WEX shares did Karen Stroup hold after these transactions?

After the reported transactions, Karen Stroup directly held 22,285 shares of WEX common stock. This balance reflects shares acquired from vested RSUs and MSUs, net of the 682 shares withheld by WEX to cover tax liabilities related to the March 17, 2026 vesting events.

What new Restricted Stock Unit and Market Share Unit awards did Karen Stroup receive from WEX?

On March 16, 2026, Stroup received a grant of 5,358 Restricted Stock Units and 4,019 Market Share Units. Each RSU and MSU is tied to future vesting, with RSUs vesting in thirds annually and MSUs subject to performance-based payout factors and scheduled vesting dates.

How do WEX Market Share Units (MSUs) determine the number of shares delivered?

Each Market Share Unit converts into common stock based on a payout factor. That factor equals a ratio of two 10-day volume weighted average prices, with a minimum of 60% and maximum of 200%, directly scaling the number of shares actually received at each vesting date.

What payout factor applied to Karen Stroup’s vesting Market Share Units in this filing?

The first tranche of Stroup’s MSU award granted on March 17, 2025 vested based on a 105.38% payout factor. That factor determined how many MSUs converted, resulting in 888 MSUs vesting and converting one-for-one into WEX common shares on March 17, 2026.