Performance RSUs granted to WEX (NYSE: WEX) Chief Technology Officer

Rhea-AI Filing Summary

WEX Inc. reported that Chief Technology Officer Sachin Dhawan acquired rights to 6,420 restricted stock units through a performance-based equity award. The company’s compensation committee certified that the performance goals for a prior performance stock unit grant were achieved, converting it into restricted stock units at no cash cost. These RSUs are scheduled to vest in full on March 15, 2026, providing Dhawan with share-based compensation tied to his continued service through that date.

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^*

DHAWAN SACHIN

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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

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(1)	$0	02/13/2026		A		6,420		(2)	(2)	Common Stock	6,420	$0	6,420	D

Explanation of Responses:

1. This award was granted as a performance stock unit. The Leadership Development and Compensation Committee of the Company's Board of Directors certified that the performance criteria established in connection with this grant had been met as of February 13, 2026. As a result of achieving the performance criteria the award converted from a PSU to an RSU and the reporting person's right to these units was established.

2. Restricted stock units will vest with respect to all of the underlying shares on March 15, 2026.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Sachin Dhawan	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider equity award did WEX (WEX) report for its CTO?

WEX reported that Chief Technology Officer Sachin Dhawan received 6,420 restricted stock units. The award came from a prior performance stock unit grant that met its performance criteria and converted into RSUs at no cash cost.

Was the WEX (WEX) CTO’s Form 4 transaction a purchase or a grant?

The Form 4 shows an equity grant, not an open-market purchase. Sachin Dhawan acquired 6,420 restricted stock units as a grant after performance goals were certified as achieved by the compensation committee.

When do Sachin Dhawan’s 6,420 WEX (WEX) restricted stock units vest?

The 6,420 restricted stock units are scheduled to vest on March 15, 2026. Vesting requires continued service through that date, after which the units convert into WEX shares deliverable to the executive.

How were the performance conditions handled for the WEX (WEX) CTO’s stock units?

The compensation committee certified that performance criteria for the initial performance stock unit grant were met on February 13, 2026. Meeting these criteria caused the award to convert from performance stock units into restricted stock units for Sachin Dhawan.

Did the WEX (WEX) CTO pay any price per share for the 6,420 units reported?

No cash was paid per unit in this grant. The Form 4 lists a transaction price of $0.0000 per unit, reflecting that the restricted stock units were granted as compensation rather than purchased in the market.