WEX (WEX) CEO Melissa Smith gains shares from RSU and MSU vesting

Rhea-AI Filing Summary

WEX Inc. Chair, CEO and President Melissa D. Smith reported equity award vesting and related tax withholding. On March 15, 2026, restricted stock units and market share units converted into a total of 42,924 shares of common stock through option exercises at an exercise price of $0.

To cover tax obligations on these awards, WEX automatically withheld 19,038 shares at $159.95 per share, which were reported as dispositions for tax purposes rather than open-market sales. After these transactions, Smith directly holds 107,634 common shares and also has indirect ownership through her husband and several family trusts, along with 6,250 remaining market share units.

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^*

Smith Melissa D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, CEO, and President

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		2,548	A	$0	86,296	D
Common Stock	03/15/2026		F		1,131(1)	D	$159.95	85,165	D
Common Stock	03/15/2026		M		36,916	A	$0	122,081	D
Common Stock	03/15/2026		F		16,372(1)	D	$159.95	105,709	D
Common Stock	03/15/2026		M		3,460	A	$0	109,169	D
Common Stock	03/15/2026		F		1,535(2)	D	$159.95	107,634	D
Common Stock								18,277	I	By husband
Common Stock								1,693	I	FBC Irrevocable Trust(3)
Common Stock								1,692	I	BDC Irrevocable Trust(3)
Common Stock								1,693	I	GMC Irrevocable Trust(3)
Common Stock								14,809	I	Melissa D. Smith 2024 Trust(4)
Common Stock								42,274	I	Melissa D. Smith 2025 Trust(5)

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	03/15/2026		M			2,548(6)	(7)	(7)	Common Stock	2,548	$0	0	D
Restricted Stock Units	$0	03/15/2026		M			36,916(6)	(8)	(8)	Common Stock	36,916	$0	0	D
Market Share Units	(9)	03/15/2026		M			3,460(10)	(11)	(11)	Common Stock	3,460	$0	6,250	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 15, 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 15, 2026.

3. This trust was first described in a Form 4 filed by the reporting person on 06/28/2022.

4. This trust was first described in a Form 4 filed by the reporting person on 03/18/2025.

5. This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.

6. RSUs vested on March 15, 2026 and each RSU converted into one share of common stock.

7. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.

8. Following certification of performance relating to the award (as previously reported by the reporting person), the RSUs vested on March 15, 2026 and each converted into one share of common stock.

9. 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%.

10. Represents the number of MSUs that vested in the second tranche of the MSU award granted on March 15, 2024, based on a 71.27% payout factor, and were converted into an equal number of shares of common stock.

11. 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.

Remarks:

	/s/ Matthew Finkelstein, as attorney in-fact for Melissa D. Smith	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WEX (WEX) report for Melissa D. Smith?

Melissa D. Smith reported vesting of equity awards that converted into 42,924 WEX common shares on March 15, 2026. Related tax withholding led WEX to automatically retain 19,038 shares, so there were no open-market purchases or sales involved in these transactions.

Did the WEX (WEX) CEO buy or sell shares on the open market?

The CEO did not report open-market trades. Shares shown as dispositions were automatically withheld by WEX to pay taxes on vested restricted stock units and market share units, at a price of $159.95 per share, rather than being sold in discretionary market transactions.

How many WEX (WEX) shares does Melissa D. Smith own after these transactions?

After the March 15, 2026 activity, Melissa D. Smith directly owns 107,634 WEX common shares. She also has indirect holdings through her husband and several irrevocable and personal trusts, plus 6,250 remaining market share units that may convert into additional shares in the future.

What equity awards vested for the WEX (WEX) CEO on March 15, 2026?

Restricted stock units and market share units vested for the CEO on March 15, 2026. These awards converted into 42,924 common shares in total, consisting of multiple RSU tranches and 3,460 market share units whose payout was based on a disclosed performance-based payout factor.

How were WEX (WEX) market share units for Melissa D. Smith calculated at vesting?

Market share units convert to common stock based on a payout factor tied to volume-weighted average share prices over specified 10-day periods. For the second tranche of the March 15, 2024 award, a 71.27% payout factor determined 3,460 vested units, which converted into an equal number of common shares.

What tax withholding occurred on the WEX (WEX) CEO’s vested awards?

WEX automatically withheld 19,038 shares at $159.95 per share to pay taxes on vested restricted stock units and market share units. These withholdings are reported as dispositions but reflect tax payments on compensation, not discretionary open-market selling by the CEO.