| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
WEX Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1 HANCOCK STREET, PORTLAND,
MAINE
, 04101. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and restated as follows:
The 1,707,253 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,707,253 Shares beneficially owned by the Impactive Funds is approximately $270,705,970, including brokerage commissions.
The 300 Shares beneficially owned by Mr. Adams were purchased with the personal funds of Mr. Adams in open market purchases. The aggregate purchase price of the 300 Shares beneficially owned by Mr. Adams is approximately $45,303, excluding brokerage commissions.
The 6,000 Shares beneficially owned by Alemany Trust were purchased with the personal funds of Ms. Alemany in open market purchases and the Shares were subsequently transferred to Alemany Trust. The aggregate purchase price of the 6,000 Shares beneficially owned by Alemany Trust is approximately $969,493, including brokerage commissions. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended to add the following:
On March 30, 2026, Impactive filed a preliminary proxy statement with the Securities and Exchange Commission in connection with its solicitation of proxies for the election of its director nominees at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). In light of the Issuer further reducing the size of the Board from ten directors to nine directors, effective as of the 2026 Annual Meeting, Impactive withdrew its nomination of Kenneth L. Cornick as a nominee for election to the Board at the 2026 Annual Meeting. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported beneficially owned by the Reporting Persons is based upon 34,652,427 Shares outstanding as of March 18, 2026, which is the total number of Shares outstanding as reported in the Issuer's preliminary proxy statement on Form PREC14A filed with the Securities and Exchange Commission on March 24, 2026.
A. Impactive Capital
As of the date hereof, Impactive Capital beneficially owned 1,707,253 Shares held by the Impactive Funds.
Percentage: Approximately 4.9%
B. Impactive Capital GP
Impactive Capital GP, as the general partner of Impactive Capital, may be deemed to beneficially own the 1,707,253 Shares beneficially owned by Impactive Capital.
Percentage: Approximately 4.9%
C. Ms. Taylor Wolfe
Ms. Taylor Wolfe, as a Managing Member of Impactive Capital GP, may be deemed to beneficially own the 1,707,253 Shares beneficially owned by Impactive Capital.
Percentage: Approximately 4.9%
D. Mr. Asmar
Mr. Asmar, as a Managing Member of Impactive Capital GP, may be deemed to beneficially own the 1,707,253 Shares beneficially owned by Impactive Capital.
Percentage: Approximately 4.9%
E. Mr. Adams
As of the date hereof, Mr. Adams beneficially owned 300 Shares.
Percentage: Less than 1%
F. Ms. Alemany
Ms. Alemany, as trustee of Alemany Trust, may be deemed to beneficially own the 6,000 Shares beneficially owned by Alemany Trust.
Percentage: Less than 1%
G. Alemany Trust
As of the date hereof, Alemany Trust beneficially owned 6,000 Shares.
Percentage: Less than 1%
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 1,713,553 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 4.9% of the Shares outstanding. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own. |
| (b) | Item 5(b) is hereby amended and restated as follows:
Impactive Capital:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,707,253
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,707,253
Impactive Capital GP:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,707,253
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,707,253
Ms. Taylor Wolfe:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,707,253
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,707,253
Mr. Asmar:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,707,253
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,707,253
Mr. Adams:
1. Sole power to vote or direct vote: 300
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 300
4. Shared power to dispose or direct the disposition: 0
Ms. Alemany:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,000
Alemany Trust:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 6,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 6,000 |
| (c) | Item 5(c) is hereby amended and restated as follows:
The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 5 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. |
| (e) | Item 5(e) is hereby amended and restated as follows:
As of March 30, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended to add the following:
On March 30, 2026, Impactive and the other Reporting Persons (collectively, the "Group") entered into a Second Amended and Restated Group Agreement (the "Second Amended and Restated Group Agreement") with respect to the Issuer pursuant to which, among other things, (a) that certain group agreement, dated October 20, 2025, as amended and restated on February 9, 2026, was superseded in its entirety, (b) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (c) the Group agreed to solicit proxies for the election of Mr. Adams, Ms. Alemany and Ms. Taylor Wolfe (collectively, the "Nominees") at the 2026 Annual Meeting, (c) each of the Nominees (other than Ms. Taylor Wolfe) agreed that he or she will not undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of Impactive and (d) Impactive shall have the right to pre-approve all expenses incurred in connection with the Group's activities and agrees to pay directly all such pre-approved expenses. The Second Amended and Restated Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended to add the following exhibits:
1 - Transactions in the Securities of the Issuer Since the Filing of Amendment No. 5 to the Schedule 13D
99.1 - Second Amended and Restated Group Agreement, dated March 30, 2026 |
