SEC Form 4 · accession 0001317498-26-000011
WEX Inc. · WEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Melissa D Smith
Officer — CEO and President · Director
Period of report
Sep 1, 2026
Accepted (ET)
Sep 3, 2026 · 5:57 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001309108
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Sep 1, 2026 | M | 23,187 | $104.95 | A | 149,812 | D | |
| Common Stock | Sep 1, 2026 | M | 4,922 | $99.69 | A | 154,734 | D | |
| Common StockF3,F4 | Sep 1, 2026 | S | 180 | $186.48 | D | 154,554 | D | |
| Common StockF4,F5 | Sep 1, 2026 | S | 9,245 | $189.12 | D | 145,309 | D | |
| Common StockF4,F6 | Sep 1, 2026 | S | 7,575 | $189.87 | D | 137,734 | D | |
| Common StockF4,F7 | Sep 1, 2026 | S | 11,109 | $191.11 | D | 126,625 | D | |
| Common Stock | holding | — | — | — | 18,277 | I | By husband | |
| Common StockF8 | holding | — | — | — | 1,693 | I | FBC Irrevocable Trust | |
| Common StockF8 | holding | — | — | — | 1,692 | I | BDC Irrevocable Trust | |
| Common StockF8 | holding | — | — | — | 1,693 | I | GMC Irrevocable Trust | |
| Common StockF9 | holding | — | — | — | 42,274 | I | Melissa D. Smith 2025 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F10 | $104.95 | Sep 1, 2026 | M | 23,187 | D | — | Mar 20, 2027 | Common Stock | 23,187 | 0 | D |
| Stock Option (right to buy)F11 | $99.69 | Sep 1, 2026 | M | 4,922 | D | — | May 10, 2027 | Common Stock | 4,922 | 0 | D |
Explanation of responses
- F1The reported exercise of options and subsequent sale of shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 6/2/2026. The reporting person exercised two stock option awards that were scheduled to expire on March 20, 2027 and May 10, 2027, respectively. The options would have been forfeited if not exercised prior to their respective expiration dates.
- F10This stock option vested with respect to one-third of these shares each on 03/20/2018, 03/20/2019, and 03/20/2020.
- F11Half of the performance based non-statutory stock options ("Performance-Based NSOs") reported on the reporting person's Form 4 dated May 12, 2017 (the "Original Form 4"), vested on June 26, 2020 when the Company's closing stock price was at least $149.54 for twenty consecutive trading days. Another quarter of the Performance-Based NSOs vested on December 29, 2020 when the Company's closing stock price was at least $174.45 for twenty consecutive trading days. The last remaining quarter of the Performance-Based NSOs vested on March 8, 2021 when the Company's closing stock price was at least $199.38 for twenty consecutive trading days. Please reference the Original Form 4 for further information regarding the vesting of the Performance-Based NSOs.
- F2Reflects distribution of 14,809 shares of common stock in accordance with the terms of the trust on August 28, 2026, from the Melissa D. Smith 2024 Trust, which are now directly held by the reporting person.
- F3The price listed is a weighted average price. These shares were sold for between $186.30 and $186.65, inclusive.
- F4Upon request, the reporting person will provide the Securities and Exchange Commission, WEX Inc. or any security holder of WEX Inc. with full information regarding the number of shares sold at each separate purchase price.
- F5The price listed is a weighted average price. These shares were sold for between $188.26 and $189.25, inclusive.
- F6The price listed is a weighted average price. These shares were sold for between $189.50 and $190.19, inclusive.
- F7The price listed is a weighted average price. These shares were sold for between $191.11 and $191.17, inclusive.
- F8This trust was first described in a Form 4 filed by the reporting person on 06/28/2022.
- F9This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.