WEX director reports RSU grant and vesting

WEX Inc. director Don Callahan reported equity compensation activity involving restricted stock units (RSUs) and common shares.

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Rhea-AI Filing Summary

WEX Inc. director Don Callahan reported equity compensation activity involving restricted stock units (RSUs) and common shares. On May 14, 2026, he received a grant of 1,605 RSUs tied to WEX common stock, which the footnotes state will vest in total on May 14, 2027 and be credited under the company’s Non-Employee Deferred Compensation Plan.

On May 15, 2026, 1,567 RSUs vested and were effectively converted into the same number of WEX common shares, increasing his directly held common stock to 12,077 shares. According to the footnotes, RSUs credited under the deferred compensation plan will ultimately be paid out as common stock 200 days after his Board service ends.

Insider Trade Summary

1,567 shares exercised/converted

Exercise 3 txns

Insider Callahan Don

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,567	$0.00	$0.00
Exercise	Common Stock	1,567	$0.00	$0.00
Grant/Award	Restricted Stock Units	1,605	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,605 contracts (Direct); Common Stock — 12,077 shares (Direct)

Footnotes (3)

F1. Represents Restricted Stock Units ("RSUs") granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan which vested on May 15, 2026. Each RSU was credited under the WEX Inc. Non-Employee Deferred Compensation Plan and will be transferred to the reporting person as common stock 200 days following the date upon which the holder's services as a member of the Board of Directors terminate for any reason.
F2. Upon vesting these shares will be credited under the WEX Inc. Non-Employee Deferred Compensation Plan and will be paid to the reporting person as common stock 200 days immediately following the date upon which the holder's services as a member of the Board of Directors terminate for any reason.
F3. RSUs will vest in total on May 14, 2027.

Key Figures

RSUs granted: 1,605 RSUs RSUs vested: 1,567 RSUs Common shares held after transactions: 12,077 shares +1 more

4 metrics

RSUs granted 1,605 RSUs Grant on May 14, 2026; vests May 14, 2027

RSUs vested 1,567 RSUs Vested and converted into common stock on May 15, 2026

Common shares held after transactions 12,077 shares Direct WEX common stock holding after May 15, 2026

Exercise price of RSUs $0.00 per unit RSU grant and conversion reported with zero exercise price

Key Terms

Restricted Stock Units, Non-Employee Deferred Compensation Plan, Amended and Restated WEX Inc. 2019 Equity and Incentive Plan

3 terms

Restricted Stock Units financial

"Represents Restricted Stock Units ("RSUs") 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.

Non-Employee Deferred Compensation Plan financial

"Each RSU was credited under the WEX Inc. Non-Employee Deferred Compensation Plan and will be transferred"

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

"RSUs granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan which vested on May 15, 2026"

FAQ

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

Don Callahan reported equity compensation transactions involving restricted stock units and common shares. He received 1,605 new RSUs on May 14, 2026, and 1,567 RSUs vested into common stock on May 15, 2026, increasing his directly held WEX shares.

How many WEX (WEX) restricted stock units were granted to Don Callahan?

Don Callahan was granted 1,605 restricted stock units linked to WEX common stock on May 14, 2026. These RSUs are a form of equity compensation and will vest in total on May 14, 2027, according to the disclosure footnotes.

When will Don Callahan’s new WEX (WEX) RSU grant fully vest?

The 1,605 WEX restricted stock units granted to Don Callahan will vest in total on May 14, 2027. Once vested, they are credited under the WEX Inc. Non-Employee Deferred Compensation Plan and ultimately paid in common stock after his Board service ends.

How many WEX (WEX) RSUs vested and converted into common stock?

A total of 1,567 restricted stock units vested for Don Callahan on May 15, 2026. These RSUs were effectively converted into 1,567 WEX common shares, increasing his directly held common stock position reported in this filing.

What is Don Callahan’s WEX (WEX) common stock holding after these transactions?

Following the RSU vesting and conversion on May 15, 2026, Don Callahan directly holds 12,077 shares of WEX common stock. This reflects the addition of 1,567 shares from vested restricted stock units reported in the Form 4 filing.

How are WEX (WEX) RSUs for Don Callahan paid out under the deferred compensation plan?

Vested WEX restricted stock units for Don Callahan are credited under the Non-Employee Deferred Compensation Plan. They will be transferred and paid to him as WEX common stock 200 days after his service on the Board of Directors terminates for any reason.

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Accepted by SEC EDGAR 05/18/2026 - 06:03 PM

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)
05/14/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		M		1,567⁽¹⁾	A	$0	12,077	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	05/14/2026		A		1,605⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	1,605	$0	1,605	D
Restricted Stock Units	$0	05/15/2026		M			1,567	⁽¹⁾	⁽¹⁾	Common Stock	1,567	$0	0	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") granted under the Amended and Restated WEX Inc. 2019 Equity and Incentive Plan which vested on May 15, 2026. Each RSU was credited under the WEX Inc. Non-Employee Deferred Compensation Plan and will be transferred to the reporting person as common stock 200 days following the date upon which the holder's services as a member of the Board of Directors terminate for any reason.

2. Upon vesting these shares will be credited under the WEX Inc. Non-Employee Deferred Compensation Plan and will be paid to the reporting person as common stock 200 days immediately following the date upon which the holder's services as a member of the Board of Directors terminate for any reason.

3. RSUs will vest in total on May 14, 2027.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Daniel Callahan	05/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR