WEX Inc. (NYSE: WEX) CTO gets stock grant and tax withholding

Rhea-AI Filing Summary

WEX Inc. Chief Technology Officer Sachin Dhawan reported equity compensation activity involving WEX common stock. On February 23, 2026, he acquired 3,994 fully vested shares granted in lieu of cash under WEX's 2025 short-term incentive plan, issued pursuant to the Amended and Restated 2019 Equity and Incentive Plan at $151.67 per share.

On the same date, WEX automatically withheld 1,417 shares at $151.67 per share to cover associated tax liabilities, a tax-withholding disposition rather than an open-market sale. After these transactions, Dhawan directly owned 9,594 WEX common shares.

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)
02/23/2026

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	02/23/2026		A		3,994(1)	A	$151.67	11,011	D
Common Stock	02/23/2026		F		1,417(2)	D	$151.67	9,594	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. Represents fully vested shares of WEX Inc. ("WEX") common stock granted in lieu of cash under WEX's 2025 short-term incentive plan for services performed in 2025 and issued pursuant to WEX's Amended and Restated 2019 Equity and Incentive Plan.

2. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the grant of common stock on February 23, 2026.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Sachin Dhawan	02/25/2026
	** 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.

FAQ

What insider transactions did WEX (WEX) report for CTO Sachin Dhawan?

WEX reported that CTO Sachin Dhawan received 3,994 fully vested common shares as a stock grant and had 1,417 shares withheld for taxes. These equity-based transactions reflect compensation and tax withholding rather than open-market buying or selling of WEX stock.

Why did Sachin Dhawan receive 3,994 WEX shares on February 23, 2026?

Sachin Dhawan received 3,994 fully vested WEX common shares as compensation under the 2025 short-term incentive plan. The grant was provided in lieu of cash and issued pursuant to WEX's Amended and Restated 2019 Equity and Incentive Plan for services performed in 2025.

What does the 1,417-share disposition by WEX CTO Sachin Dhawan represent?

The 1,417-share disposition represents shares automatically withheld by WEX to pay taxes related to the stock grant on February 23, 2026. This tax-withholding disposition is coded "F" and does not reflect an open-market sale by Dhawan of WEX common stock.

How many WEX shares does CTO Sachin Dhawan own after these Form 4 transactions?

After the reported transactions, CTO Sachin Dhawan directly owns 9,594 WEX common shares. This figure reflects the 3,994-share stock grant and the 1,417 shares withheld for taxes, as disclosed in the Form 4 filing and its accompanying transaction details.

At what price were the WEX shares valued in Sachin Dhawan’s February 2026 transactions?

Both the 3,994-share stock grant and the 1,417-share tax withholding were valued at $151.67 per WEX share. This per-share value is used in the Form 4 to describe the grant in lieu of cash and the related tax-withholding disposition on February 23, 2026.