WEX (WEX) COO and 10% owner Dearborn reports equity award vesting and tax share withholdings

Rhea-AI Filing Summary

WEX Inc. insider Joel A. Dearborn, a 10% owner and COO, International, reported multiple equity award vestings on March 15, 2026. Several blocks of Restricted Stock Units (RSUs) and Market Share Units (MSUs) were exercised at an exercise price of $0 per share, converting into common stock.

To cover taxes on these vestings, WEX automatically withheld shares at a price of $159.95 per share, marked with transaction code F. After the transactions, Dearborn held 28,909 WEX common shares directly and 7,400 shares indirectly through the Dearborn 2025 Trust.

Form 4 Insider Transactions: What Each Field Means →

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^*

Dearborn Joel Alan JR

(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)
	COO, International

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		886	A	$0	22,933	D
Common Stock	03/15/2026		F		261(1)	D	$159.95	22,672	D
Common Stock	03/15/2026		M		542	A	$0	23,214	D
Common Stock	03/15/2026		F		160(1)	D	$159.95	23,054	D
Common Stock	03/15/2026		M		9,622	A	$0	32,676	D
Common Stock	03/15/2026		F		3,981(1)	D	$159.95	28,695	D
Common Stock	03/15/2026		M		386	A	$0	29,081	D
Common Stock	03/15/2026		F		172(2)	D	$159.95	28,909	D
Common Stock								7,400	I	Dearborn 2025 Trust(3)

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 Unit	$0	03/15/2026		M			886(4)	(5)	(5)	Common Stock	886	$0	0	D
Restricted Stock Units	$0	03/15/2026		M			542(4)	(5)	(5)	Common Stock	542	$0	544	D
Restricted Stock Units	$0	03/15/2026		M			9,622(4)	(6)	(6)	Common Stock	9,622	$0	0	D
Market Share Units	(7)	03/15/2026		M			386(8)	(9)	(9)	Common Stock	386	$0	700	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. This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.

4. RSUs vested on March 15, 2026 and each RSU converted into one share of common stock.

5. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.

6. 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.

7. 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%.

8. 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.

9. 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 Joel A. Dearborn	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WEX (WEX) report for Joel A. Dearborn?

WEX reported that Joel A. Dearborn had multiple RSU and MSU awards vest on March 15, 2026. These equity awards converted into WEX common stock, with a portion of the resulting shares automatically withheld to pay taxes at $159.95 per share.

Did Joel A. Dearborn buy or sell WEX (WEX) shares on the open market?

The filing shows no open-market purchases or sales by Joel A. Dearborn. Shares were acquired through vesting of RSUs and MSUs, and some shares were withheld by WEX to satisfy tax obligations, which is a routine, non-market transaction.

How many WEX (WEX) shares does Joel A. Dearborn own after these transactions?

After the reported transactions, Joel A. Dearborn directly owned 28,909 shares of WEX common stock. He also indirectly held 7,400 additional shares through the Dearborn 2025 Trust, as disclosed in the ownership table and accompanying footnotes.

What are Restricted Stock Units (RSUs) and Market Share Units (MSUs) in the WEX (WEX) filing?

RSUs and MSUs are equity-based compensation awards that convert into common shares when vesting conditions are met. In this filing, vested RSUs and MSUs each converted into WEX common stock, with conversion terms and payout factors explained in the footnotes.

Why were some WEX (WEX) shares withheld from Joel A. Dearborn on March 15, 2026?

Shares were automatically withheld by WEX to cover tax obligations arising from vesting RSU and MSU awards. Footnotes explain these withholdings, which occurred at a price of $159.95 per share and are coded as F transactions in the filing.

What does the payout factor mean for WEX (WEX) Market Share Units in this Form 4?

The payout factor determines how many WEX common shares each MSU converts into. It is based on a ratio of volume-weighted average closing prices around grant and vesting dates, with a minimum 60% threshold and a maximum 200% payout factor described in the footnotes.