WEX executive Dearborn sells 3,343 shares at $200

WEX’s COO, International, exercised options and sold 3,343 shares under a Rule 10b5-1 trading plan, while retaining indirect holdings through family trusts.

Rhea-AI Filing Summary

WEX Inc. (WEX) reported that Joel Alan Dearborn Jr., its COO, International, executed an option-related and share-sale sequence on September 14, 2026 under a Rule 10b5-1 trading plan adopted on June 1, 2026. He exercised a stock option for 843 shares of common stock at an exercise price of $104.95 per share, fully eliminating that option position. On the same date he sold 2,500 shares of common stock at $200.00 per share and sold the 843 shares acquired from the option exercise, also at $200.00 per share. Following these transactions, Dearborn reported indirect ownership of 3,914 shares held by the Dearborn 2025 Trust and 6,837 shares held by the Dearborn 2026 Trust, both trusts associated with prior contributions of shares for the benefit of his children.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Dearborn Joel Alan JR

Role COO, International

Sold 3,343 shs ($669K)

Approx. gross sale proceeds $669K

Approx. exercise cost $88K

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy) F1, F5	843	$0.00	$0.00
Sale	Common Stock F1, F2	2,500	$200.00	$500K
Exercise	Common Stock F1	843	$104.95	$88K
Sale	Common Stock F1	843	$200.00	$169K
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 17,021 shares (Direct); Common Stock — 3,914 shares (Indirect, Dearborn 2025 Trust); Common Stock — 6,837 shares (Indirect, Dearborn 2026 Trust)

Footnotes (5)

1. F1. The reported transactions occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/01/2026. The reporting person exercised a stock option award that was scheduled to expire on 03/20/2027. The options would have been forfeited if not exercised prior to the expiration date.
2. F2. Reflects contribution of 3,351 shares of common stock that were previously directly owned but were contributed to a trust for the benefit of Mr. Dearborn's children on 06/01/2026.
3. F3. Reflects distribution of 3,486 shares of common stock in accordance with the terms of the trust on 06/01/2026, from the Dearborn 2025 Trust, which were then held directly by the reporting person. This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.
4. F4. Reflects contribution of 6,837 shares of common stock that were previously directly owned but were contributed to a trust for the benefit of Mr. Dearborn's children on 06/01/2026.
5. F5. This stock option vested with respect to one third of these shares on each of 3/20/2018, 3/20/2019 and 3/20/2020.

Key Figures

Shares sold: 3,343 shares Sale price: $200.00 per share Option shares exercised: 843 shares +5 more

8 metrics

Shares sold 3,343 shares Common stock sold by Joel Dearborn on September 14, 2026

Sale price $200.00 per share Price for both WEX common stock sale transactions on September 14, 2026

Option shares exercised 843 shares Shares acquired via stock option exercise on September 14, 2026

Option exercise price $104.95 per share Exercise price of stock option that would have expired March 20, 2027

Indirect holdings – Dearborn 2025 Trust 3,914 shares WEX common stock held indirectly through Dearborn 2025 Trust after transactions

Indirect holdings – Dearborn 2026 Trust 6,837 shares WEX common stock held indirectly through Dearborn 2026 Trust after transactions

Rule 10b5-1 plan adoption date June 1, 2026 Date Joel Dearborn adopted the trading plan governing these transactions

Option expiration date March 20, 2027 Scheduled expiration date of the exercised stock option

Key Terms

Rule 10b5-1 trading plan, stock option award, indirect ownership, trust

4 terms

Rule 10b5-1 trading plan regulatory

"The reported transactions occurred automatically pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

stock option award financial

"The reporting person exercised a stock option award that was scheduled to expire"

A stock option award is a grant that gives an employee the right to buy a company’s shares at a fixed price for a limited time, often becoming available gradually over a set schedule. Investors care because these awards align workers’ incentives with company performance, can increase employee loyalty, and may create future share dilution and compensation expense that affect earnings per share and shareholder value.

indirect ownership financial

"Indirect ownership reported through the Dearborn 2025 Trust and Dearborn 2026 Trust"

trust financial

"Dearborn 2025 Trust, which were then held directly by the reporting person"

A trust is a legal setup in which one party (the trustee) holds and manages assets—like cash, stocks or property—on behalf of other people (beneficiaries) according to instructions from the person who created it (the grantor). Think of it as a locked box with a keyholder who must follow written rules; for investors it matters because trusts influence who controls and benefits from assets, affect taxes and succession, and can change how quickly or transparently shares are bought, sold or voted.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WEX (WEX) executive Joel Dearborn do in this Form 4 filing?

He exercised a stock option for 843 shares of WEX common stock at $104.95 per share and then sold 3,343 shares of common stock at $200.00 per share on September 14, 2026, all under a Rule 10b5-1 trading plan.

How many WEX (WEX) shares did Joel Dearborn sell and at what price?

Joel Dearborn sold 3,343 shares of WEX common stock on September 14, 2026, consisting of 2,500 shares plus 843 shares from an option exercise, at a reported price of $200.00 per share in each sale transaction.

What stock option did Joel Dearborn exercise in WEX (WEX)?

He exercised a stock option for 843 shares of WEX common stock with an exercise price of $104.95 per share. The option was scheduled to expire on March 20, 2027 and would have been forfeited if not exercised before that date.

Were Joel Dearborn’s WEX (WEX) trades made under a Rule 10b5-1 plan?

Yes. A footnote states the reported transactions occurred automatically under a Rule 10b5-1 trading plan that Joel Dearborn adopted on June 1, 2026, indicating the trades were pre-arranged rather than opportunistic.

What WEX (WEX) shares does Joel Dearborn hold indirectly after these transactions?

After the transactions, he reported 3,914 shares of WEX common stock held indirectly through the Dearborn 2025 Trust and 6,837 shares held indirectly through the Dearborn 2026 Trust, both trusts linked to prior contributions of shares for his children’s benefit.

Did Joel Dearborn retain any WEX (WEX) stock options after the reported exercise?

The filing shows the stock option for 843 shares was exercised and that option position had 0 shares remaining afterward. No additional derivative positions are listed in this filing’s derivative summary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 08:12 PM Accepted by SEC EDGAR 09/16/2026 - 08:12 PM Learn about SEC filing dates

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).

X

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 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)
	COO, International

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/14/2026		S(1)		2,500	D	$200	17,021(2)	D
Common Stock	09/14/2026		M(1)		843	A	$104.95	17,864	D
Common Stock	09/14/2026		S(1)		843	D	$200	17,021	D
Common Stock								3,914	I	Dearborn 2025 Trust(3)
Common Stock								6,837	I	Dearborn 2026 Trust(4)

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
Stock Option (right to buy)	$104.95	09/14/2026		M(1)			843	(5)	03/20/2027	Common Stock	843	$0	0	D

Explanation of Responses:

1. The reported transactions occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/01/2026. The reporting person exercised a stock option award that was scheduled to expire on 03/20/2027. The options would have been forfeited if not exercised prior to the expiration date.

2. Reflects contribution of 3,351 shares of common stock that were previously directly owned but were contributed to a trust for the benefit of Mr. Dearborn's children on 06/01/2026.

3. Reflects distribution of 3,486 shares of common stock in accordance with the terms of the trust on 06/01/2026, from the Dearborn 2025 Trust, which were then held directly by the reporting person. This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.

4. Reflects contribution of 6,837 shares of common stock that were previously directly owned but were contributed to a trust for the benefit of Mr. Dearborn's children on 06/01/2026.

5. This stock option vested with respect to one third of these shares on each of 3/20/2018, 3/20/2019 and 3/20/2020.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Joel A. Dearborn	09/16/2026
	** 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)