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WEX Inc.·4

Mar 17, 8:27 PM ET

Dearborn Joel Alan JR 4

4 · WEX Inc. · Filed Mar 17, 2026

Research Summary

AI-generated summary of this filing

Updated

WEX COO Joel Dearborn Receives 11,436 Shares; 4,574 Withheld

What Happened

  • Joel A. Dearborn Jr., COO, International of WEX Inc. (WEX), had equity awards vest on March 15, 2026. A total of 11,436 shares were acquired on conversion/exercise of restricted share units (RSUs) and market share units (MSUs) (reported as derivative "M" transactions at $0 exercise price).
  • To cover tax withholding, WEX automatically withheld and disposed (reported as "F" transactions) 4,574 of those shares at $159.95 per share, generating proceeds of approximately $731,611. The conversion entries themselves show $0 purchase price because these were award vestings, not cash purchases.

Key Details

  • Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely filing).
  • Conversion price: $0.00 (RSUs/MSUs converting into shares). Withholding sale price: $159.95 per share.
  • Shares acquired (vested/converted): 11,436 total (886 + 542 + 9,622 + 386).
  • Shares withheld/sold to pay taxes: 4,574 total (261 + 160 + 3,981 + 172), proceeds ≈ $731,611.
  • Shares owned after transaction: not specified in this Form 4 filing.
  • Relevant footnotes: tax withholding (F1, F2); RSUs and MSUs converted into shares on vesting (F4, F6, F8); MSU payout factor for the second tranche was 71.27% (F7, F8); vesting schedules for RSUs/MSUs typically one‑third annually (F5, F9). A related trust was previously disclosed (F3).

Context

  • This was a routine vesting event (award conversion), not an open‑market purchase or voluntary sale. The sale of 4,574 shares was an automatic tax-withholding action (common practice, not necessarily a sell signal).
  • Transaction codes: M = exercise/conversion of derivative (here, RSUs/MSUs converting into shares); F = shares withheld/sold to satisfy tax obligations.

Insider Transaction Report

Form 4
Period: 2026-03-15
WEX Inc.WEX
Dearborn Joel Alan JR
COO, International
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-15+886→ 22,933 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−261$41,747→ 22,672 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+542→ 23,214 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−160$25,592→ 23,054 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+9,622→ 32,676 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−3,981$636,761→ 28,695 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+386→ 29,081 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-15$159.95/sh−172$27,511→ 28,909 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F4][F5]
    2026-03-15−886→ 0 total
    Exercise: $0.00→ Common Stock (886 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F4][F5]
    2026-03-15−542→ 544 total
    Exercise: $0.00→ Common Stock (542 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F4][F6]
    2026-03-15−9,622→ 0 total
    Exercise: $0.00→ Common Stock (9,622 underlying)
  • Exercise/Conversion

    Market Share Units

    [F7][F8][F9]
    2026-03-15−386→ 700 total
    → Common Stock (386 underlying)
Holdings

  • Common Stock

    [F3]
    (indirect: By Trust)
    7,400
Footnotes (9)
  • [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 15, 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 15, 2026.
  • [F3]This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.
  • [F4]RSUs vested on March 15, 2026 and each RSU converted into one share of common stock.
  • [F5]One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
  • [F6]Following certification of performance relating to the award (as previously reported by the reporting person), the RSUs vested on March 15, 2026 and each converted into one share of common stock.
  • [F7]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%.
  • [F8]Represents the number of MSUs that vested in the second tranche of the MSU award granted on March 15, 2024, based on a 71.27% payout factor, and were converted into an equal number of shares of common stock.
  • [F9]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.
Signature
/s/ Matthew Finkelstein, as attorney-in-fact for Joel A. Dearborn|2026-03-17

Documents

1 file
  • 4
    wk-form4_1773793651.xmlPrimary

    FORM 4