WEX (NYSE: WEX) COO gets stock grant with automatic tax withholding

Rhea-AI Filing Summary

WEX Inc. executive Joel Alan Dearborn Jr., COO, International, reported a mix of equity compensation and related tax withholding in common stock. He received 3,068 fully vested shares of WEX common stock granted in lieu of cash under the 2025 short-term incentive plan at a reference price of $151.67 per share, issued pursuant to WEX's Amended and Restated 2019 Equity and Incentive Plan. WEX automatically withheld 939 shares at the same price to cover associated taxes, leaving Dearborn with 22,047 shares held directly after these transactions. Separately, 7,400 shares are held indirectly through the Dearborn 2025 Trust, reflecting an earlier contribution of shares for the benefit of his children.

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

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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^*

Dearborn Joel Alan JR

(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)
	COO, International

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		3,068(1)	A	$151.67	22,986(2)	D
Common Stock	02/23/2026		F		939(3)	D	$151.67	22,047	D
Common Stock								7,400(2)	I	Dearborn 2025 Trust

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. Reflects contribution of 7,400 shares of common stock that were previously directly owned but were contributed to a trust for the benefit of Mr. Dearborn's children on May 30, 2025.

3. 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 Joel A. Dearborn	02/25/2026
	** 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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** 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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FAQ

What insider transactions did WEX (WEX) executive Joel Dearborn report?

Joel Alan Dearborn Jr., COO, International, reported a grant of 3,068 fully vested WEX common shares in lieu of cash compensation and an automatic withholding of 939 shares to cover taxes, all at $151.67 per share, plus an indirect holding through a family trust.

How many WEX shares did Joel Dearborn receive as equity compensation?

He received 3,068 fully vested WEX common shares. These were granted in lieu of cash under WEX’s 2025 short-term incentive plan for services performed in 2025, and issued under the Amended and Restated 2019 Equity and Incentive Plan as stock-based compensation.

Why were 939 WEX shares disposed of in Joel Dearborn’s Form 4?

The 939 shares were not an open-market sale; they were automatically withheld by WEX to pay taxes. This tax-withholding disposition is linked directly to the 3,068-share grant of common stock reported on February 23, 2026, at $151.67 per share.

How many WEX shares does Joel Dearborn hold directly after these transactions?

Following the grant and tax withholding, Dearborn holds 22,047 WEX common shares directly. This figure reflects his direct ownership after receiving 3,068 fully vested shares and having 939 shares withheld automatically for associated tax obligations by the company.

What is the Dearborn 2025 Trust’s relationship to WEX shares?

The Dearborn 2025 Trust holds 7,400 WEX common shares indirectly associated with Joel Dearborn. These shares were previously owned directly but were contributed on May 30, 2025, to a trust established for the benefit of his children, as disclosed in the footnotes.

At what price were Joel Dearborn’s WEX share transactions reported?

Both the 3,068-share grant and the 939-share tax withholding were reported at $151.67 per WEX common share. This price serves as the reference value for the equity award issued under WEX’s Amended and Restated 2019 Equity and Incentive Plan.