WEX legal chief exercises RSUs and MSUs

WEX Inc. Chief Legal Officer Sara Trickett reported routine equity compensation activity.

Rhea-AI Filing Summary

WEX Inc. Chief Legal Officer Sara Trickett reported routine equity compensation activity. On March 15, 2026, restricted stock units and market share units vested and were exercised into 1,188 shares of common stock, consistent with performance and time-based vesting terms described for RSUs and MSUs.

To cover associated tax obligations, WEX automatically withheld 504 shares of common stock at $159.95 per share, classified as tax-withholding dispositions rather than open-market sales. Following these transactions, Trickett directly owns 2,821 shares of WEX common stock.

Insider Trade Summary

1,188 shares exercised/converted

Exercise 12 txns

Insider Trickett Sara

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	89	$0.00	$0.00
Exercise	Restricted Stock Units	79	$0.00	$0.00
Exercise	Restricted Stock Units	964	$0.00	$0.00
Exercise	Market Share Units	56	$0.00	$0.00
Exercise	Common Stock	89	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	27	$159.95	$4K
Exercise	Common Stock	79	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	24	$159.95	$4K
Exercise	Common Stock	964	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	428	$159.95	$68K
Exercise	Common Stock	56	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	25	$159.95	$4K

Holdings After Transaction: Restricted Stock Units — 80 contracts (Direct); Market Share Units — 102 contracts (Direct); Common Stock — 2,821 shares (Direct)

Footnotes (8)

1. F1. 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. F2. 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. F3. RSUs vested on March 15, 2026 and each RSU converted into one share of common stock.
4. F4. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
5. F5. 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. F6. 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. F7. 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. F8. 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.

FAQ

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

What insider transactions did WEX (WEX) Chief Legal Officer report?

Sara Trickett reported RSU and MSU vesting that exercised into 1,188 WEX common shares on March 15, 2026. These equity awards converted to stock under previously granted compensation plans, reflecting normal incentive vesting rather than open-market purchases or sales.

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

WEX automatically withheld 504 shares of common stock at $159.95 per share to pay taxes due on the vesting of RSUs and MSUs. These are coded as tax-withholding dispositions, not discretionary open-market sales by the executive.

What is Sara Trickett’s WEX share ownership after these transactions?

After the March 15, 2026 transactions, Chief Legal Officer Sara Trickett directly holds 2,821 shares of WEX common stock. This total reflects shares received from vested RSUs and MSUs, net of shares withheld by WEX for associated tax obligations.

What do the RSU transactions in WEX’s Form 4 represent?

The RSU entries show previously granted restricted stock units vesting and converting into common shares on a one-for-one basis. Footnotes state that one-third of RSUs vest annually on the first, second, and third anniversaries of the grant date, subject to continued service.

How are WEX Market Share Units (MSUs) treated in this filing?

The filing describes MSUs as performance-based units that convert into shares using a payout factor. For this tranche, 56 MSUs vested based on a 71.27% payout factor, converting into an equal number of WEX common shares upon vesting.

Are the WEX insider tax-withholding transactions open-market sales?

No. The transactions coded “F” represent automatic share withholding by WEX to satisfy tax liabilities tied to vesting RSUs and MSUs. Footnotes clarify these are mechanical tax payments, not discretionary open-market sales initiated by the executive.

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

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Accepted by SEC EDGAR 03/17/2026 - 08:28 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^*

Trickett Sara

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		M		89	A	$0	2,226	D
Common Stock	03/15/2026		F		27(1)	D	$159.95	2,199	D
Common Stock	03/15/2026		M		79	A	$0	2,278	D
Common Stock	03/15/2026		F		24(1)	D	$159.95	2,254	D
Common Stock	03/15/2026		M		964	A	$0	3,218	D
Common Stock	03/15/2026		F		428(1)	D	$159.95	2,790	D
Common Stock	03/15/2026		M		56	A	$0	2,846	D
Common Stock	03/15/2026		F		25(2)	D	$159.95	2,821	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	03/15/2026		M			89(3)	(4)	(4)	Common Stock	89	$0	0	D
Restricted Stock Units	$0	03/15/2026		M			79(3)	(4)	(4)	Common Stock	79	$0	80	D
Restricted Stock Units	$0	03/15/2026		M			964(3)	(5)	(5)	Common Stock	964	$0	0	D
Market Share Units	(6)	03/15/2026		M			56(7)	(8)	(8)	Common Stock	56	$0	102	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 Sara Trickett	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).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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