[SCHEDULE 13D/A] WEX Inc. SEC Filing

Rhea-AI Filing Summary

WEX Inc. — Schedule 13D/A (Amendment No. 4): Impactive Capital and related parties reported beneficial ownership of 2,195,253 shares of WEX common stock, representing 6.4% of the class. The filing forms a group under a Group Agreement dated October 20, 2025 and states the group will solicit proxies to elect a slate of director candidates at the 2026 annual meeting.

Impactive identifies director candidates including Lauren Taylor Wolfe, Ellen R. Alemany, Kenneth L. Cornick, James L. Fox, and Kushagra Saxena, and states it previously opposed three incumbents at the 2025 meeting. The filing adds compensation arrangements for nominees (cash payments of $25,000 upon signing and $25,000 upon nomination letter submission) with after‑tax proceeds to be used to acquire WEX shares, subject to waiver.

Shares outstanding were 34,264,311 as of July 18, 2025. The reporting persons disclose shared voting and dispositive power over the Impactive funds’ 2,195,253 shares and de minimis holdings for certain nominees. Exhibits include the Group Agreement, compensation agreement form, powers of attorney, and recent trading activity.

Insights

Activism & Governance Analyst

Activist group reports a 6.4% stake and plans a 2026 proxy slate.

Impactive Capital and affiliates report beneficial ownership of 2,195,253 WEX shares (6.4%) and have entered a October 20, 2025 Group Agreement to jointly file and solicit proxies at the 2026 meeting. The filing lists five director candidates and outlines coordinated voting/dispositive power across entities.

The filing adds nominee compensation terms: two cash payments of $25,000 each, with after‑tax proceeds to be used to purchase WEX shares (subject to waiver). This aligns incentives with equity ownership and formalizes campaign costs.

Potential impact depends on board election outcomes and holder support. The document provides concrete ownership, process steps, and exhibits but no timetable beyond the 2026 meeting. Subsequent filings may provide campaign specifics and any changes to the slate.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

WEX Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

96208T104

(CUSIP Number)

CHRISTIAN ASMAR
IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor
New York, NY, 10014
212-218-8810

LAUREN TAYLOR WOLFE
IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor
New York, NY, 10014
212-218-8810

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Impactive Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,195,253.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,195,253.00

11

Aggregate amount beneficially owned by each reporting person

2,195,253.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.4 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Impactive Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,195,253.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,195,253.00

11

Aggregate amount beneficially owned by each reporting person

2,195,253.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Wolfe Lauren Taylor

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,195,253.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,195,253.00

11

Aggregate amount beneficially owned by each reporting person

2,195,253.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Asmar Christian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,195,253.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,195,253.00

11

Aggregate amount beneficially owned by each reporting person

2,195,253.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Ellen R. Alemany

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,000.00

11

Aggregate amount beneficially owned by each reporting person

6,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Alemany October 2025 GRAT No. 1

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,000.00

11

Aggregate amount beneficially owned by each reporting person

6,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Kenneth L. Cornick

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,000.00

11

Aggregate amount beneficially owned by each reporting person

7,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Cornick Family Investor, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,000.00

11

Aggregate amount beneficially owned by each reporting person

7,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

James L. Fox

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 96208T104

1

Name of reporting person

Kushagra Saxena

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 621.21
8	Shared Voting Power 0.00
9	Sole Dispositive Power 621.21
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

621.21

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

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 2.	Identity and Background
(a)	Item 2(a) is hereby amended and restated to read as follows: This statement is filed by: (i) Impactive Capital LP, a Delaware limited partnership ("Impactive Capital"), as the investment manager of certain funds and/or accounts (the "Impactive Funds"), with respect to the Shares directly owned by the Impactive Funds; (ii) Impactive Capital LLC, a Delaware limited liability company ("Impactive Capital GP"), as the general partner of Impactive Capital; (iii) Lauren Taylor Wolfe, as a Managing Member of Impactive Capital GP and as a director candidate for the board of directors of the Issuer (the "Board"); (iv) Christian Asmar, as a Managing Member of Impactive Capital GP; (v) Ellen R. Alemany, as trustee of Alemany October 2025 GRAT No. 1, a New York grantor retained annuity trust ("Alemany Trust") and as a director candidate for the Board; (vi) Alemany Trust, a New York trust, with respect to the Shares directly owned by it; (vii) Kenneth L. Cornick, as manager of Cornick Family Investor, LLC, a New York limited liability company ("Cornick Family Investor") and as a director candidate for the Board; (viii) Cornick Family Investor, with respect to the Shares directly owned by it; (ix) James L. Fox, with respect to the Shares directly owned by him and as a director candidate for the Board; and (x) Kushagra Saxena, with respect to the Shares directly owned by him and as a director candidate for the Board. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b)	Item 2(b) is hereby amended and restated to read as follows: The principal business address of each of Impactive Capital, Impactive Capital GP, Ms. Taylor Wolfe, and Mr. Asmar is 450 West 14th Street, 12th Floor, New York, New York 10014. The principal business address of each of Ms. Alemany and Alemany Trust is 741 Turtle Beach Road, North Palm Beach, Florida 33408. The principal business address of each of Mr. Cornick and Cornick Family Investor is 21 Leonard Street, Fl 2, New York, New York 10013. The principal business address of Mr. Fox is 10 Emerson Terrace, Falmouth, Maine 04105. The principal business address of Mr. Saxena is 225 Hartshorn Drive, Short Hills, New Jersey 07078.
(c)	Item 2(c) is hereby amended and restated to read as follows: The principal business of Impactive Capital is serving as the investment manager of the Impactive Funds. The principal business of Impactive Capital GP is serving as the general partner of Impactive Capital. The principal occupation of each of Ms. Taylor Wolfe and Mr. Asmar is serving as a Managing Member of Impactive Capital GP. The principal occupation of Ms. Alemany is serving as a director. The principal business of Alemany Trust is serving as a grantor retained annuity trust. The principal occupation of Mr. Cornick is investing. The principal business of Cornick Family Investor is investing in securities. The principal occupation of Mr. Fox is serving as a director. The principal occupation of Mr. Saxena is serving as the Chair of Function Ventures, an advisor-powered venture platform for fintech and commerce tech founders.
(d)	Item 2(d) is hereby amended and restated to read as follows: No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Item 2(e) is hereby amended and restated to read as follows: No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Item 2(f) is hereby amended and restated to read as follows: Each of Impactive Capital and Impactive Capital GP is organized under the laws of the State of Delaware. Each of Alemany Trust and Cornick Family Investor is organized under the laws of the State of New York. Each of Mses. Taylor Wolfe and Alemany, and Messrs. Asmar, Cornick, Fox and Saxena is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated as follows: The 2,195,253 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 2,195,253 Shares beneficially owned by the Impactive Funds is approximately $358,688,880, including 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. The 7,000 Shares beneficially owned by Cornick Family Investor were purchased with working capital in open market purchases. The aggregate purchase price of the 7,000 Shares beneficially owned by Cornick Family Investor is approximately $1,148,729, including brokerage commissions. The 1,000 Shares beneficially owned by Mr. Fox were purchased with personal funds in open market purchases. The aggregate purchase price of the 1,000 Shares beneficially owned by Mr. Fox is approximately $152,710, excluding brokerage commissions. The 621.209 Shares beneficially owned by Mr. Saxena were purchased with personal funds in open market purchases. The aggregate purchase price of the 621.209 Shares beneficially owned by Mr. Saxena is approximately $100,000, including brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: Impactive Capital is a longstanding investor in the Issuer and has made significant efforts to engage constructively with the Board and management to address the persistent challenges facing the Issuer. Despite these efforts, the Issuer continues to underperform, and current leadership has not demonstrated the necessary urgency to implement meaningful change. Prior to the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting"), Impactive Capital sent an open letter highlighting its disappointment in the Board's failure to work with Impactive Capital to add a stockholder representative to the Board and disclosing that Impactive Capital would be voting against three directors - Melissa Smith, Chair of the Issuer, Jack VanWoerkom, lead director, and James Neary - at the 2025 Annual Meeting. Each of the three directors that Impactive Capital voted against received a high percentage of against votes at the 2025 Annual Meeting with their respective support decreasing by at least 33% from the prior year's annual meeting. Accordingly, Impactive Capital is reaffirming its intention to nominate a slate of director candidates for election at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and, to that end, has recruited highly qualified candidates, including Ms. Alemany and Messrs. Cornick, Fox and Saxena, as well as Ms. Taylor Wolfe (collectively, the "Director Candidates"). Impactive Capital also intends to closely monitor the Issuer's performance in the coming months and will continue to assess the extent of change it believes is necessary at the Issuer and may expand or reduce its slate of director candidates as it deems appropriate. Despite the Issuer's lack of progress and engagement to date, Impactive Capital firmly believes in the Issuer's core strengths and long-term potential. Accordingly, Impactive Capital stands ready to work collaboratively and engage in discussions with members of management and the Board regarding topics including: (1) addressing the widening gap between the Issuer's market valuation and its intrinsic value, (2) enhancing operational performance and evaluating strategic alternatives, (3) the apparent lack of urgency from the Board and management in addressing ongoing issues at the Issuer, and (4) the need for meaningful corporate governance change, as demonstrated by the significant decline in shareholder support for Board candidates at the 2025 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 34,264,311 Shares outstanding as of July 18, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 24, 2025. A. Impactive Capital As of the close of business on the date hereof, Impactive Capital beneficially owned 2,195,253 Shares held by the Impactive Funds. Percentage: Approximately 6.4% B. Impactive Capital GP Impactive Capital GP, as the general partner of Impactive Capital, may be deemed to beneficially own the 2,195,253 Shares beneficially owned by Impactive Capital. Percentage: Approximately 6.4% C. Ms. Taylor Wolfe Ms. Taylor Wolfe, as a Managing Member of Impactive Capital GP, may be deemed to beneficially own the 2,195,253 Shares beneficially owned by Impactive Capital. Percentage: Approximately 6.4% D. Mr. Asmar Mr. Asmar, as a Managing Member of Impactive Capital GP, may be deemed to beneficially own the 2,195,253 Shares beneficially owned by Impactive Capital. Percentage: Approximately 6.4% E. 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% F. Alemany Trust As of the close of business on the date hereof, Alemany Trust beneficially owned 6,000 Shares. Percentage: Less than 1% G. Mr. Cornick Mr. Cornick, as a manager of Cornick Family Investor with his spouse, may be deemed to beneficially own the 7,000 Shares beneficially owned by Cornick Family Investor. Percentage: Less than 1% H. Cornick Family Investor As of the close of business on the date hereof, Cornick Family Investor beneficially owned 7,000 Shares. Percentage: Less than 1% I. Mr. Fox As of the close of business on the date hereof, Mr. Fox beneficially owned 1,000 Shares. Percentage: Less than 1% J. Mr. Saxena As of the close of business on the date hereof, Mr. Saxena beneficially owned 621.209 Shares. Percentage: Less than 1%
(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: 2,195,253 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,195,253 Impactive Capital GP: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,195,253 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,195,253 Ms. Taylor Wolfe: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,195,253 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,195,253 Mr. Asmar: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,195,253 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,195,253 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 Mr. Cornick: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 7,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 7,000 Cornick Family Investor: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 7,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 7,000 Mr. Fox: 1. Sole power to vote or direct vote: 1,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,000 4. Shared power to dispose or direct the disposition: 0 Mr. Saxena: 1. Sole power to vote or direct vote: 621.209 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 621.209 4. Shared power to dispose or direct the disposition: 0
(c)	Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by the Reporting Persons in the last sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
(d)	Item 5(d) is hereby amended and restated as follows: No person other than the Reporting Persons and the Impactive Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Item 5(e) is hereby amended and restated as follows: Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On October 20, 2025, the Reporting Persons entered into a Group Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies for the election of the Director Candidates at the 2026 Annual Meeting, (c) each of the Director Candidates (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 Capital and (d) Impactive Capital shall have the right to pre-approve all expenses incurred in connection with the Reporting Person's activities and agrees to pay directly all such pre-approved expenses. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Impactive Capital has entered into compensation letter agreements (the "Compensation Agreements") with each of the Director Candidates (other than Ms. Taylor Wolfe), pursuant to which it has agreed to pay such Director Candidates: (i) $25,000 in cash upon the execution of such Compensation Agreement and (ii) $25,000 in cash upon Impactive Capital submitting a letter to the Issuer nominating such Director Candidate for election as a director of the Issuer. Pursuant to the Compensation Agreements, each such Director Candidate has agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the "Nominee Shares"), subject to Impactive Capital's right to waive the requirement to purchase the Nominee Shares. The Compensation Agreements shall remain in effect until the earliest to occur of (i) the Issuer's appointment or nomination of such Director Candidate for election as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Director Candidate's nomination or appointment as a director of the Issuer, (iii) Impactive Capital's withdrawal of such Director Candidate's nomination for election as a director of the Issuer, and (iv) the date of the 2026 Annual Meeting. A form of the Compensation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Each of the Director Candidates has granted Ms. Taylor Wolfe a power of attorney to execute certain SEC filings and other documents, as necessary, in connection with the solicitation of proxies at the Annual Meeting (collectively, the "Powers of Attorney"). Such Powers of Attorney are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in the Securities of the Issuer in the Last Sixty Days 99.1 - Group Agreement, dated October 20, 2025 99.2 - Form of Compensation Agreement 99.3 - Powers of Attorney, dated October 20, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Impactive Capital LP

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Managing Member of Impactive Capital LLC, its General Partner
Date:	10/20/2025

Impactive Capital LLC

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Managing Member
Date:	10/20/2025

Wolfe Lauren Taylor

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe
Date:	10/20/2025

Asmar Christian

Signature:	/s/ Christian Asmar
Name/Title:	Christian Asmar
Date:	10/20/2025

Ellen R. Alemany

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Attorney-in-Fact for Ellen R. Alemany
Date:	10/20/2025

Alemany October 2025 GRAT No. 1

Signature:	/s/ Ellen R. Alemany
Name/Title:	Ellen R. Alemany, Trustee
Date:	10/20/2025

Kenneth L. Cornick

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Attorney-in-Fact for Kenneth L. Cornick
Date:	10/20/2025

Cornick Family Investor, LLC

Signature:	/s/ Kenneth L. Cornick
Name/Title:	Kenneth L. Cornick, Manager
Date:	10/20/2025

James L. Fox

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Attorney-in-Fact for James L. Fox
Date:	10/20/2025

Kushagra Saxena

Signature:	/s/ Lauren Taylor Wolfe
Name/Title:	Lauren Taylor Wolfe, Attorney-in-Fact for Kushagra Saxena
Date:	10/20/2025

FAQ

What stake did Impactive report in WEX (WEX)?

Impactive Capital and affiliates reported beneficial ownership of 2,195,253 shares, or 6.4% of WEX common stock.

What group actions are disclosed for WEX (WEX)?

A Group Agreement dated October 20, 2025 provides for joint filing and proxy solicitation to elect a slate at the 2026 annual meeting.

Who are the director candidates named by the group for WEX (WEX)?

Candidates include Lauren Taylor Wolfe, Ellen R. Alemany, Kenneth L. Cornick, James L. Fox, and Kushagra Saxena.

How many WEX shares were outstanding for the ownership calculation?

The filing cites 34,264,311 shares outstanding as of July 18, 2025.

What compensation is offered to WEX director nominees?

Each nominee (other than Ms. Taylor Wolfe) may receive $25,000 upon signing and $25,000 upon nomination letter submission, with after‑tax proceeds to buy WEX shares (subject to waiver).

What voting power does Impactive report over WEX shares?

The group reports shared voting and dispositive power over 2,195,253 shares held by the Impactive funds.

What exhibits accompany the WEX (WEX) 13D/A?

Exhibits include recent trading activity (Ex. 1), the Group Agreement (Ex. 99.1), Compensation Agreement form (Ex. 99.2), and Powers of Attorney (Ex. 99.3).