SEC Form 4 · accession 0002008665-26-000011
WEX Inc. · WEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sara Trickett
Officer — Chief Legal Officer
Period of report
Jun 17, 2026
Accepted (ET)
Jun 22, 2026 · 8:38 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001309108
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 17, 2026 | M | 98 | $0.00 | A | 3,572 | D | |
| Common StockF1 | Jun 17, 2026 | F | 29 | $131.27 | D | 3,543 | D | |
| Common Stock | Jun 17, 2026 | M | 75 | $0.00 | A | 3,618 | D | |
| Common StockF2 | Jun 17, 2026 | F | 23 | $131.27 | D | 3,595 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | $0.00 | Jun 17, 2026 | M | 98 | D | — | — | Common Stock | 98 | 98 | D |
| Market Share UnitsF6,F5,F7 | — | Jun 17, 2026 | M | 75 | D | — | — | Common Stock | 75 | 98 | D |
Explanation of responses
- F1Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on June 17, 2026.
- F2Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on June 17, 2026.
- F3RSUs vested on June 17, 2026 and each RSU converted into one share of common stock.
- F4One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
- F5Each MSU, a form of performance-based restricted share unit, converts into the number of shares of common stock determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the vesting date divided by the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.
- F6Represents the number of MSUs that vested in the second tranche of the MSU award granted on June 17, 2024, based on a 77.53% payout factor, and were converted into an equal number of shares of common stock.
- F7One-third of the MSU award vests on each of the first, second and third anniversaries of the date of grant and converts into shares of common stock based on a payout factor, provided that if the payout factor is not at least 60% on an applicable vesting date, the MSUs eligible to vest on such date will be forfeited.