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WEX Inc.·4

Mar 17, 8:27 PM ET

Stroup Karen B. 4

4 · WEX Inc. · Filed Mar 17, 2026

Research Summary

AI-generated summary of this filing

Updated

WEX CDO Karen Stroup Receives RSUs/MSUs; Shares Withheld

What Happened Karen B. Stroup, Chief Digital Officer of WEX Inc. (WEX), had equity awards vest on March 15, 2026. A total of 9,021 shares were issued upon the vesting/conversion of restricted stock units (RSUs) and market share units (MSUs). To satisfy tax withholding obligations, 2,993 of those shares were automatically withheld by the company (tax withholding), resulting in cash value withheld of about $478,731 at $159.95 per share. The net shares delivered to Stroup after withholding were 6,028 shares. These transactions are vesting conversions (derivative exercises), not open‑market sales.

Key Details

  • Transaction date: March 15, 2026; Form 4 filed March 17, 2026.
  • Transaction codes: M = exercise/conversion of derivative (vesting conversion); F = payment of exercise price or tax liability (shares withheld for taxes).
  • Aggregate activity:
    • 9,021 shares acquired upon vesting/conversion (no cash exercise price).
    • 2,993 shares withheld to cover taxes at $159.95 each, totaling $478,731 (breakdown below).
    • Net shares delivered to insider: 6,028.
  • Per‑tranche withholding (from the filing):
    • 160 shares withheld ($25,592) related to a 655‑share conversion.
    • 179 shares withheld ($28,631) related to a 732‑share conversion.
    • 2,448 shares withheld ($391,558) related to a 7,112‑share MSU tranche.
    • 206 shares withheld ($32,950) related to a 522‑share conversion.
  • Shares owned after transaction: not specified in the provided filing data.
  • Filing timeliness: Form 4 was filed March 17, 2026 for transactions on March 15, 2026; the filing does not indicate a late report.

Context

  • These were not open‑market sales; they reflect routine vesting/conversion of equity awards (RSUs and performance‑based MSUs) and automatic share withholding to pay taxes (common “sell‑to‑cover” or withholding treatment).
  • The MSU tranche noted in the filing (7,112 shares) vested based on a payout factor of 71.27% (MSU payouts are tied to a formulaic performance/price factor; minimum payout threshold is 60%).
  • For retail investors, vesting + withholding transactions are standard compensation events and do not necessarily indicate a change in insider sentiment; purchases or open‑market acquisitions typically carry more informational weight.

Insider Transaction Report

Form 4
Period: 2026-03-15
WEX Inc.WEX
Stroup Karen B.
Chief Digital Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-15+655→ 15,863 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−160$25,592→ 15,703 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+732→ 16,435 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−179$28,631→ 16,256 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+7,112→ 23,368 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−2,448$391,558→ 20,920 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+522→ 21,442 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-15$159.95/sh−206$32,950→ 21,236 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-15−655→ 0 total
    Exercise: $0.00→ Common Stock (655 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-15−732→ 735 total
    Exercise: $0.00→ Common Stock (732 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F5]
    2026-03-15−7,112→ 0 total
    Exercise: $0.00→ Common Stock (7,112 underlying)
  • Exercise/Conversion

    Market Share Units

    [F6][F7][F8]
    2026-03-15−522→ 944 total
    → Common Stock (522 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 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]RSUs vested on March 15, 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]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.
  • [F6]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%.
  • [F7]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.
  • [F8]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/ Andy Schwarcz as attorney-in-fact for Karen Stroup|2026-03-17

Documents

1 file
  • 4
    wk-form4_1773793646.xmlPrimary

    FORM 4