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WEX (WEX) Chief Legal Officer receives RSU and MSU grants, reports vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WEX Inc. Chief Legal Officer Sara Trickett reported equity compensation activity and related tax withholding. On March 16, 2026, she received grants of 4,401 Restricted Stock Units (RSUs) and 3,301 Market Share Units (MSUs), each tied to an equal number of shares of common stock.

On March 17, 2026, 506 RSUs vested and each RSU converted into one share of common stock, and 533 MSUs from a prior award vested and converted into an equal number of common shares based on a 105.38% payout factor. WEX automatically withheld 149 shares and 237 shares of common stock at $156.79 per share to cover taxes on the RSU and MSU vesting, respectively. Following these transactions, Trickett directly holds 3,474 shares of WEX common stock, along with the newly granted RSU and MSU awards.

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SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/17/2026M506A$03,327D
Common Stock03/17/2026F149(1)D$156.793,178D
Common Stock03/17/2026M533A$03,711D
Common Stock03/17/2026F237(2)D$156.793,474D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$003/17/2026M506(3) (4) (4)Common Stock506$01,013D
Market Share Units(5)03/17/2026M533(6) (7) (7)Common Stock533$0986D
Restricted Stock Units$003/16/2026A4,401 (4) (4)Common Stock4,401$04,401D
Market Share Units(5)03/16/2026A3,301(8) (7) (7)Common Stock3,301$03,301D
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/ Matthew Finkelstein, as attorney-in-fact for Sara Trickett03/18/2026
** Signature of Reporting PersonDate
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)

FAQ

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

Sara Trickett reported RSU and MSU equity compensation activity plus related tax withholding. RSUs and MSUs vested into common shares, and WEX automatically withheld some shares at $156.79 per share to satisfy tax obligations on the vesting events.

How many RSUs and MSUs were granted to WEX (WEX) CLO Sara Trickett?

She received 4,401 Restricted Stock Units and 3,301 Market Share Units on March 16, 2026. Each unit corresponds to one share of common stock, providing a substantial component of her long-term, equity-based compensation tied to WEX’s share performance.

How many WEX (WEX) shares vested for Sara Trickett and from which awards?

On March 17, 2026, 506 RSUs vested and converted one-for-one into common shares. In addition, 533 MSUs from a March 17, 2025 MSU award vested, based on a 105.38% payout factor, and also converted into an equal number of common shares.

Why were some of Sara Trickett’s WEX (WEX) shares withheld, and at what price?

WEX automatically withheld shares to cover tax liabilities from the vesting of RSUs and MSUs. It withheld 149 shares for RSU taxes and 237 shares for MSU taxes, both valued at $156.79 per share, instead of requiring a separate cash tax payment.

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

MSUs are performance-based restricted share units that convert into common shares using a payout factor. The payout factor is based on volume-weighted average share prices around grant and vesting dates and can range from 60% to 200% of the target MSU amount.

How many WEX (WEX) common shares does Sara Trickett hold after these transactions?

After the March 17, 2026 vesting and tax-withholding transactions, Sara Trickett directly holds 3,474 shares of WEX common stock. She also holds derivative awards consisting of 4,401 RSUs and 3,301 MSUs granted on March 16, 2026.
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5.38B
33.85M
Software - Infrastructure
Services-business Services, Nec
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United States
PORTLAND