WEX (NYSE: WEX) CFO reports stock unit vesting, tax share withholdings

Rhea-AI Filing Summary

WEX Inc. Chief Financial Officer Jagtar Narula reported routine equity compensation activity involving vesting and conversion of stock units into common shares. On March 17, 2026, 1,265 Restricted Stock Units and 1,333 Market Share Units converted into the same number of common shares. To cover related tax obligations, 562 and 592 shares of common stock were automatically withheld by WEX at a price of $156.79 per share, rather than sold in the open market.

Following these transactions, Narula directly held 26,851 shares of common stock. Separately, on March 16, 2026, he received new grants of 9,823 Restricted Stock Units and 7,367 Market Share Units, each RSU or MSU representing the right to receive one share of common stock subject to vesting and, for MSUs, a performance-based payout factor.

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^*

Narula Jagtar

(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)

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

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	03/17/2026		M		1,265	A	$0	26,672	D
Common Stock	03/17/2026		F		562(1)	D	$156.79	26,110	D
Common Stock	03/17/2026		M		1,333	A	$0	27,443	D
Common Stock	03/17/2026		F		592(2)	D	$156.79	26,851	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
Restricted Stock Units	$0	03/17/2026		M			1,265(3)	(4)	(4)	Common Stock	1,265	$0	2,532	D
Market Share Units	(5)	03/17/2026		M			1,333(6)	(7)	(7)	Common Stock	1,333	$0	2,464	D
Restricted Stock Units	$0	03/16/2026		A		9,823		(4)	(4)	Common Stock	9,823	$0	9,823	D
Market Share Units	(5)	03/16/2026		A		7,367(8)		(7)	(7)	Common Stock	7,367	$0	7,367	D

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 Jagtar Narula	03/18/2026
	** 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).
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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 CFO Jagtar Narula report on this Form 4?

Jagtar Narula reported vesting and conversion of Restricted Stock Units and Market Share Units into common stock, plus routine tax-withholding share dispositions. He also received new grants of RSUs and MSUs that will convert into common shares over time, subject to vesting and performance conditions.

Did the WEX CFO buy or sell WEX (WEX) shares in the open market?

The filing shows no open-market purchases or sales by the WEX CFO. Shares labeled as dispositions were automatically withheld by WEX to pay taxes triggered by RSU and MSU vesting, which is a standard non-market mechanism rather than a discretionary stock sale.

How many WEX common shares does the CFO hold after these transactions?

After the reported transactions, Jagtar Narula directly held 26,851 shares of WEX common stock. In addition, he held unvested or unconverted awards of 9,823 Restricted Stock Units and 7,367 Market Share Units, which may convert into shares in future if vesting conditions are satisfied.

What new equity awards did the WEX CFO receive in March 2026?

On March 16, 2026, the WEX CFO received 9,823 Restricted Stock Units and 7,367 Market Share Units. Each RSU is scheduled to vest in thirds on the first, second, and third anniversaries of grant, while MSUs vest similarly but convert based on a performance-linked payout factor.

How are WEX Market Share Units (MSUs) for the CFO calculated and vested?

Each Market Share Unit converts into common stock based on a payout factor tied to WEX’s volume-weighted average share price around grant and vesting dates. The payout factor ranges from a minimum of 60% to a maximum of 200%, with one-third of the award eligible to vest each year.

What portion of the WEX CFO’s vesting awards was used to pay taxes?

To satisfy tax obligations from RSU and MSU vesting on March 17, 2026, WEX automatically withheld 562 and 592 shares of common stock, respectively, at a price of $156.79 per share. These tax withholdings are reported as dispositions but are not open-market sales.