How are WEX (WEX) Market Share Units for Drew Ann Elena determined and vested?

Market Share Units convert into common stock using a payout factor based on WEX’s volume-weighted average share prices before grant and vesting. Footnotes describe a minimum 60% and maximum 200% payout factor and vesting in three annual tranches, subject to performance.

WEX (NYSE: WEX) risk chief receives new RSU and MSU awards as prior units vest

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WEX Inc. reported that Chief Risk and Compliance Officer Drew Ann Elena received new equity awards and had prior units vest into common stock. On March 16, 2026, she was granted 3,062 Restricted Stock Units (RSUs) and 2,297 Market Share Units (MSUs), each tied one-for-one to common shares at target.

On March 17, 2026, 506 RSUs and 533 MSUs vested and each unit converted into one share of common stock. To cover taxes, WEX automatically withheld 225 shares and 237 shares of common stock at $156.79 per share. After these transactions, Elena directly owned 11,388 shares of WEX common stock.

Insider Trade Summary

1,039 shares exercised/converted

Mixed 8 txns

Insider Drew Ann Elena

Role Chief Risk and Compliance

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	506	$0.00	--
Exercise	Market Share Units	533	$0.00	--
Exercise	Common Stock	506	$0.00	--
Tax Withholding	Common Stock	225	$156.79	$35K
Exercise	Common Stock	533	$0.00	--
Tax Withholding	Common Stock	237	$156.79	$37K
Grant/Award	Restricted Stock Units	3,062	$0.00	--
Grant/Award	Market Share Units	2,297	$0.00	--

Holdings After Transaction: Restricted Stock Units — 1,013 shares (Direct); Market Share Units — 986 shares (Direct); Common Stock — 11,317 shares (Direct)

Footnotes (1)

Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on March 17, 2026. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on March 17, 2026. RSUs vested on March 17, 2026 and each RSU converted into one share of common stock. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant. Each 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%. Represents the number of MSUs that vested in the first tranche of the MSU award granted on March 17, 2025, based on a 105.38% payout factor, and were converted into an equal number of shares of common stock. One-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. Represents the target number of shares underlying the MSU award granted on March 16, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/18/2026 - 06:53 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Drew Ann Elena

(Last)

(First)

(Middle)

C/O WEX INC.

1 HANCOCK STREET

(Street)

PORTLAND

MAINE

04101

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Risk and Compliance

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2026		M		506	A	$0	11,317	D
Common Stock	03/17/2026		F		225⁽¹⁾	D	$156.79	11,092	D
Common Stock	03/17/2026		M		533	A	$0	11,625	D
Common Stock	03/17/2026		F		237⁽²⁾	D	$156.79	11,388	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	03/17/2026		M			506⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	506	$0	1,013	D
Market Share Units	⁽⁵⁾	03/17/2026		M			533⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	533	$0	986	D
Restricted Stock Units	$0	03/16/2026		A		3,062		⁽⁴⁾	⁽⁴⁾	Common Stock	3,062	$0	3,062	D
Market Share Units	⁽⁵⁾	03/16/2026		A		2,297⁽⁸⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	2,297	$0	2,297	D

Explanation of Responses:

1. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on March 17, 2026.

2. Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on March 17, 2026.

3. RSUs vested on March 17, 2026 and each RSU converted into one share of common stock.

4. One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.

5. Each 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%.

6. Represents the number of MSUs that vested in the first tranche of the MSU award granted on March 17, 2025, based on a 105.38% payout factor, and were converted into an equal number of shares of common stock.

7. One-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.

8. Represents the target number of shares underlying the MSU award granted on March 16, 2026.

Remarks:

	/s/ Matthew Finkelstein, as attorney-in-fact for Ann Elena Drew	03/18/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transactions did WEX (WEX) report for Drew Ann Elena?

WEX reported that Chief Risk and Compliance Officer Drew Ann Elena received new RSU and MSU awards and had earlier grants vest into common stock, with some shares withheld to satisfy tax obligations linked to the vesting events.

How many new RSUs and MSUs did Drew Ann Elena receive from WEX (WEX)?

On March 16, 2026, Drew Ann Elena received 3,062 Restricted Stock Units and 2,297 Market Share Units. Each RSU or MSU represents a right tied to one share of WEX common stock at the target award level, subject to vesting conditions.

What RSU and MSU vesting occurred for WEX (WEX) executive Drew Ann Elena?

On March 17, 2026, 506 Restricted Stock Units and 533 Market Share Units vested for Drew Ann Elena. Each vested RSU and MSU converted into one share of WEX common stock in accordance with the award terms described in the Form 4 footnotes.

Why were WEX (WEX) shares withheld in Drew Ann Elena’s Form 4 filing?

WEX automatically withheld 225 and 237 shares of common stock from Drew Ann Elena to pay taxes arising from RSU and MSU vesting. The shares were valued at $156.79 per share, according to the tax-withholding disposition entries reported in the filing.

How many WEX (WEX) common shares does Drew Ann Elena hold after these transactions?

After the March 17, 2026 transactions, Drew Ann Elena directly owned 11,388 shares of WEX common stock. This figure reflects the vested shares she received, reduced by the shares withheld to cover associated tax obligations on the vesting events.