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WEX Inc.·4

Mar 18, 6:51 PM ET

DHAWAN SACHIN 4

4 · WEX Inc. · Filed Mar 18, 2026

Research Summary

AI-generated summary of this filing

Updated

WEX CTO Sachin Dhawan Receives Awards; Shares Withheld for Taxes

What Happened

  • Sachin Dhawan, Chief Technology Officer of WEX Inc. (WEX), was granted equity awards and had vested units convert into shares. On March 16, 2026 WEX reported grants of 10,205 restricted stock units (RSUs) and 7,654 market share units (MSUs). On March 17, 2026 certain RSUs/MSUs converted into shares (reported as exercise/conversion of derivatives).
  • To satisfy tax withholding obligations on the vesting/conversion, WEX withheld/sold 628 shares at $156.79 ($98,464) and 661 shares at $156.79 ($103,638), for total proceeds of approximately $202,102. The filing shows conversion entries of 1,265 and 1,333 shares (derivative-to-share conversions) and corresponding withholdings/dispositions.

Key Details

  • Transaction dates: grants on 2026-03-16; conversions/withholding on 2026-03-17.
  • Prices and values: tax-withheld dispositions: 628 shares @ $156.79 = $98,464; 661 shares @ $156.79 = $103,638; total ≈ $202,102.
  • Grants reported: 10,205 RSUs and 7,654 MSUs (reported $0 exercise price for awards).
  • Shares owned after the transactions: not specified in the provided excerpt of the filing.
  • Footnotes of note:
    • RSUs vested on March 17, 2026 and each RSU converts into one share (one‑third vests each year; F3–F4).
    • MSUs are performance-based and convert to shares based on a payout factor tied to VWAP; payout range 60%–200% (F5–F8). The filing references a prior MSU tranche that vested at a 105.38% payout factor (F6).
    • F1/F2 indicate the 628 and 661 shares were automatically withheld by WEX to pay taxes upon vesting (sell‑to‑cover).
  • Filing timeliness: no late filing flag indicated in the provided data.

Context

  • These transactions are routine equity compensation events: awards granted and restricted/performance units converting to shares, followed by share withholding (a common "sell‑to‑cover") to satisfy tax obligations. Such withholding/dispositions to pay taxes are standard and do not necessarily indicate a decision to sell remaining holdings.

Insider Transaction Report

Form 4
Period: 2026-03-16
WEX Inc.WEX
DHAWAN SACHIN
Chief Technology Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-17+1,265→ 15,115 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-17$156.79/sh−628$98,464→ 14,487 total
  • Exercise/Conversion

    Common Stock

    2026-03-17+1,333→ 15,820 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-17$156.79/sh−661$103,638→ 15,159 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-17−1,265→ 2,532 total
    Exercise: $0.00→ Common Stock (1,265 underlying)
  • Exercise/Conversion

    Market Share Units

    [F5][F6][F7]
    2026-03-17−1,333→ 2,464 total
    → Common Stock (1,333 underlying)
  • Award

    Restricted Stock Units

    [F4]
    2026-03-16+10,205→ 10,205 total
    Exercise: $0.00→ Common Stock (10,205 underlying)
  • Award

    Market Share Units

    [F5][F8][F7]
    2026-03-16+7,654→ 7,654 total
    → Common Stock (7,654 underlying)
Footnotes (8)
  • [F1]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.
  • [F2]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.
  • [F3]RSUs vested on March 17, 2026 and each RSU converted into one share of common stock.
  • [F4]One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
  • [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.
Signature
/s/ Matthew Finkelstein, as attorney-in-fact for Sachin Dhawan|2026-03-18

Documents

1 file
  • 4
    wk-form4_1773874303.xmlPrimary

    FORM 4