WEX (WEX) Chief Digital Officer earns 7,112 RSUs after performance goals met

Rhea-AI Filing Summary

WEX Inc. Chief Digital Officer Karen B. Stroup acquired 7,112 restricted stock units through a performance-based equity award. The company’s compensation committee certified that the performance goals were met on February 13, 2026, converting the award from performance stock units to RSUs. These restricted stock units are scheduled to vest in full on March 15, 2026, giving her rights to the underlying shares at that time.

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^*

Stroup Karen B.

(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)
	Chief Digital Officer

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		7,112		(2)	(2)	Common Stock	7,112	$0	7,112	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/ Andy Schwarcz as attorney-in-fact for Karen Stroup	02/18/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider equity award did WEX (WEX) report for Karen B. Stroup?

WEX reported that Chief Digital Officer Karen B. Stroup acquired 7,112 restricted stock units. The units resulted from a performance stock unit award whose performance criteria were certified as achieved on February 13, 2026, establishing her right to these units.

How were the performance criteria met for Karen B. Stroup’s WEX (WEX) award?

The Leadership Development and Compensation Committee certified that the performance criteria for Karen B. Stroup’s performance stock unit grant were met as of February 13, 2026. This certification caused the award to convert from performance stock units into restricted stock units.

When do Karen B. Stroup’s WEX (WEX) restricted stock units vest?

Karen B. Stroup’s restricted stock units at WEX are scheduled to vest on March 15, 2026. On that date, all underlying shares tied to the 7,112 RSUs become fully vested, giving her the corresponding share rights, subject to applicable plan terms.

What type of security did Karen B. Stroup receive from WEX (WEX)?

Karen B. Stroup received restricted stock units from WEX. These RSUs originated as performance stock units, which converted once the compensation committee confirmed that the required performance criteria had been achieved on February 13, 2026.

Does Karen B. Stroup’s WEX (WEX) equity grant involve a purchase price?

No cash purchase price is associated with Karen B. Stroup’s grant, which was reported at a price per unit of 0.0000. The award represents a grant of restricted stock units rather than an open-market share purchase transaction.