WEX Inc. (WEX) COO awarded 9,622 RSUs after targets met

Rhea-AI Filing Summary

WEX Inc. reported that COO, International Joel Alan Dearborn Jr. acquired 9,622 restricted stock units as equity compensation. These units were originally granted as performance stock units, and the board committee certified on February 13, 2026 that the performance criteria had been met, converting them to RSUs and establishing his right to the award. The restricted stock units are scheduled to vest in full on March 15, 2026, meaning all underlying shares become deliverable on that date.

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^*

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)
02/13/2026

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

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(1)	$0	02/13/2026		A		9,622		(2)	(2)	Common Stock	9,622	$0	9,622	D

Explanation of Responses:

1. This award was granted as a performance stock unit. The Leadership Development and Compensation Committee of the Company's Board of Directors certified that the performance criteria established in connection with this grant had been met as of February 13, 2026. As a result of achieving the performance criteria the award converted from a PSU to an RSU and the reporting person's right to these units was established.

2. Restricted stock units will vest with respect to all of the underlying shares on March 15, 2026.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Joel A. Dearborn	02/18/2026
	** 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 equity award did WEX (WEX) report for Joel Alan Dearborn Jr.?

WEX reported that COO, International Joel Alan Dearborn Jr. acquired 9,622 restricted stock units. These units came from a performance stock unit grant that converted after meeting performance criteria, giving him a right to the full RSU award.

How many restricted stock units were granted in the latest WEX (WEX) Form 4?

The Form 4 shows a grant of 9,622 restricted stock units. These RSUs resulted from a performance-based award where criteria were certified as achieved, converting performance stock units into time-vesting RSUs for the reporting executive.

What triggered the conversion of PSUs to RSUs for WEX (WEX) COO Dearborn?

The conversion was triggered when the board’s Leadership Development and Compensation Committee certified that performance criteria had been met on February 13, 2026. This certification turned the performance stock units into restricted stock units and established his right to the 9,622 units.

When will the new WEX (WEX) restricted stock units vest for Joel Dearborn?

The restricted stock units will vest with respect to all underlying shares on March 15, 2026. On that date, the full 9,622-share RSU award is scheduled to become fully vested and deliverable to the reporting executive, subject to applicable plan terms.

Is the WEX (WEX) Form 4 transaction a purchase or a grant of RSUs?

The transaction is a grant or award acquisition of restricted stock units, not an open-market purchase. It reflects equity compensation where performance stock units converted into 9,622 RSUs after performance conditions were certified as achieved by the board committee.

What role does the WEX (WEX) board committee play in this RSU award?

The Leadership Development and Compensation Committee certified that performance criteria tied to the original grant were met as of February 13, 2026. Their certification caused the performance stock units to convert into restricted stock units, formally establishing the executive’s right to the award.