WEX director receives 186-share equity grant

Callahan Don reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Callahan Don reported acquisition or exercise transactions in this Form 4 filing.

WEX Inc. director Don Callahan reported receiving 186 shares of common stock in the form of restricted stock units as a compensation award. The units were granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan in lieu of the annual cash retainer and deferred under the Non-Employee Directors Deferred Compensation Plan. Each unit will be settled in one share of WEX common stock 200 days after Callahan’s service on the Board ends. Following this grant, Callahan directly holds 12,263 shares of WEX common stock.

Insider Trade Summary

Grant/Award: 186 shares

Grant/Award 1 txn

Insider Callahan Don

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	186	$0.00	$0.00

Holdings After Transaction: Common Stock — 12,263 shares (Direct)

Footnotes (1)

1. F1. This common stock is represented by restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan (as defined in the 2025 WEX Inc. Proxy Statement filed on April 17, 2025) in lieu of the annual cash retainer. This was deferred in accordance with the Company's Non-Employee Directors Deferred Compensation Plan. Each restricted stock unit is payable in one share of WEX Inc. common stock 200 days immediately following the date upon which the holder's service as a member of the Board of Directors of WEX Inc. terminates for any reason.

Key Figures

RSU grant size: 186 shares Holdings after transaction: 12,263 shares Settlement timing: 200 days

3 metrics

RSU grant size 186 shares Restricted stock units granted in lieu of annual cash retainer

Holdings after transaction 12,263 shares Total WEX common stock directly held after grant

Settlement timing 200 days Shares payable 200 days after Board service terminates

Key Terms

restricted stock units, Amended and Restated WEX Inc. 2019 Equity and Incentive Plan, annual cash retainer, Non-Employee Directors Deferred Compensation Plan, +1 more

5 terms

restricted stock units financial

"This common stock is represented by restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Amended and Restated WEX Inc. 2019 Equity and Incentive Plan financial

"restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan"

annual cash retainer financial

"granted ... in lieu of the annual cash retainer"

Non-Employee Directors Deferred Compensation Plan financial

"This was deferred in accordance with the Company's Non-Employee Directors Deferred Compensation Plan."

Board of Directors financial

"the holder's service as a member of the Board of Directors of WEX Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

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

What insider transaction did WEX (WEX) director Don Callahan report?

Director Don Callahan reported receiving 186 shares of WEX common stock through restricted stock units. These units were granted as part of his annual director compensation instead of a cash retainer and are deferred under company plans.

How many WEX (WEX) shares does Don Callahan hold after this grant?

After the reported grant, Don Callahan directly holds 12,263 shares of WEX common stock. This total includes the newly awarded 186 restricted stock units, which are structured to be settled in shares after his Board service ends.

What are the terms of Don Callahan’s restricted stock units at WEX (WEX)?

Each restricted stock unit granted to Don Callahan is payable in one share of WEX common stock. Settlement occurs 200 days after his service as a WEX Board member terminates for any reason, as described in the compensation plans.

Why did WEX (WEX) grant restricted stock units instead of cash to Don Callahan?

The filing states the restricted stock units were granted in lieu of the annual cash retainer. This means WEX compensated Don Callahan for Board service with equity-based awards rather than cash, under its 2019 Equity and Incentive Plan and related director plan.

How are Don Callahan’s WEX (WEX) director fees deferred?

The filing explains that the restricted stock units were deferred under WEX’s Non-Employee Directors Deferred Compensation Plan. Under this arrangement, Callahan receives the equivalent of his annual cash retainer as stock units, settled in shares after his Board service ends.

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Accepted by SEC EDGAR 07/02/2026 - 04:13 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^*

Callahan Don

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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	06/30/2026		A		186	A	(1)	12,263	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

Explanation of Responses:

1. This common stock is represented by restricted stock units granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan (as defined in the 2025 WEX Inc. Proxy Statement filed on April 17, 2025) in lieu of the annual cash retainer. This was deferred in accordance with the Company's Non-Employee Directors Deferred Compensation Plan. Each restricted stock unit is payable in one share of WEX Inc. common stock 200 days immediately following the date upon which the holder's service as a member of the Board of Directors of WEX Inc. terminates for any reason.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Daniel Callahan	07/02/2026
	** 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)