Smith Melissa D 4
4 · WEX Inc. · Filed Mar 18, 2026
Research Summary
AI-generated summary of this filing
WEX CEO Melissa Smith Receives MSU Award; Withheld Shares for Taxes
What Happened
Melissa D. Smith, WEX Inc. Chair, CEO and President, received a new grant of 21,570 market share units (MSUs) on 2026-03-16 and had 7,515 MSUs vest and convert into common shares on 2026-03-17. To cover tax withholding on the vesting, 3,333 shares were automatically withheld by WEX at $156.79 per share, totaling $522,581. The filing reports the MSU conversion/exercise as derivative activity (Form 4 code M) and the withholding as a disposition for tax payment (code F).
Key Details
- Transaction dates: Grant 2026-03-16 (award, code A); vest/convert 2026-03-17 (derivative exercise, code M); tax withholding 2026-03-17 (code F).
- Withheld shares: 3,333 shares withheld at $156.79 each = $522,581.
- Vested/converted: 7,515 MSUs converted into 7,515 shares (reported as derivative exercise).
- New grant: 21,570 target MSUs granted on 2026-03-16 (code A).
- Net shares added to Smith’s account from this vesting event (before any other transfers): 7,515 vested − 3,333 withheld = 4,182 net shares.
- Footnotes: F6 notes the 7,515 shares represent the first tranche of the MSU award granted 3/17/2025 and were paid at a 105.38% payout factor. F5–F8 explain MSU payout mechanics (performance-based payout factor between 60%–200%) and that one‑third vests on each anniversary. Other footnotes reference trusts previously described in earlier Form 4s.
- Filing timeliness: No indication in the filing that this Form 4 was late.
Context
MSUs are performance-based restricted units that convert into shares based on a payout factor tied to average stock prices over set periods; they are not open‑market purchases. The withholding of shares to cover taxes is routine and does not reflect a discretionary sale by the insider. Awards and automatic withholdings are common executive compensation events and are different from open‑market buys or voluntary sales.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-03-17+7,515→ 115,149 total - Tax Payment
Common Stock
[F1]2026-03-17$156.79/sh−3,333$522,581→ 111,816 total - Exercise/Conversion
Market Share Units
[F5][F6][F7]2026-03-17−7,515→ 13,882 total→ Common Stock (7,515 underlying) - Award
Market Share Units
[F5][F8][F7]2026-03-16+21,570→ 21,570 total→ Common Stock (21,570 underlying)
- 18,277(indirect: By Spouse)
Common Stock
- 1,693(indirect: By Trust)
Common Stock
[F2] - 1,692(indirect: By Trust)
Common Stock
[F2] - 1,693(indirect: By Trust)
Common Stock
[F2] - 14,809(indirect: By Trust)
Common Stock
[F3] - 42,274(indirect: By Trust)
Common Stock
[F4]
Footnotes (8)
- [F1]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.
- [F2]This trust was first described in a Form 4 filed by the reporting person on 06/28/2022.
- [F3]This trust was first described in a Form 4 filed by the reporting person on 03/18/2025.
- [F4]This trust was first described in a Form 4 filed by the reporting person on 02/23/2026.
- [F5]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%.
- [F6]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.
- [F7]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.
- [F8]Represents the target number of shares underlying the MSU award granted on March 16, 2026.