Stroup Karen B. 4
4 · WEX Inc. · Filed Mar 18, 2026
Research Summary
AI-generated summary of this filing
WEX CDO Karen Stroup Receives RSU/MSU Awards; Shares Withheld
What Happened
Karen B. Stroup, Chief Digital Officer of WEX Inc. (WEX), received equity awards that vested/converted and had shares automatically withheld to cover tax withholding. On March 16, 2026 she was granted awards (5,358 RSU-type units and 4,019 target MSUs). On March 17, 2026 portions vested/converted into common stock: 843 RSUs and 888 MSU-related units converted to shares (conversion/exercise entries recorded at $0.00). To satisfy tax withholding, WEX withheld 332 shares (RSU withholding) and 350 shares (MSU withholding) at $156.79 per share, totaling $52,054 and $54,877 respectively (combined ≈ $106,931).
Key Details
- Transaction dates: grants on 2026-03-16; vesting/conversions and tax withholding on 2026-03-17. Filing date: 2026-03-18 (Form 4).
- Prices: conversions/exercises recorded at $0.00 (derivative conversions). Withheld share price for tax payment: $156.79 per share.
- Withheld shares for taxes: 332 (RSUs) + 350 (MSUs) = 682 shares; cash value ≈ $106,931.
- Award/grant quantities: 5,358 RSU-type units and 4,019 target MSUs granted on 3/16/2026 (MSUs are performance-based).
- MSU payout note: the MSU tranche that vested on 3/17/2026 reflects a 105.38% payout factor (first tranche of a 3-year award); MSUs convert to shares based on a payout multiplier (min 60%, max 200%).
- Filing timeliness: filed 3/18/2026 for transactions on 3/16–3/17/2026 — appears timely (not marked late).
- Shares owned after transaction: not specified in the provided filing excerpt.
Context
- These entries are award vesting/conversions and tax withholding, not open-market sales or purchases. The F-code transactions reflect shares withheld by the company to pay tax obligations upon vesting (common practice, often called a “sell-to-cover” or automatic withholding).
- MSUs are performance-based restricted share units; payout depends on a measured stock-price ratio around grant and vesting dates. RSUs converted 1:1 to common stock on vesting per the footnotes.
Insider Transaction Report
Form 4
WEX Inc.WEX
Stroup Karen B.
Chief Digital Officer
Transactions
- Exercise/Conversion
Common Stock
2026-03-17+843→ 22,079 total - Tax Payment
Common Stock
[F1]2026-03-17$156.79/sh−332$52,054→ 21,747 total - Exercise/Conversion
Common Stock
2026-03-17+888→ 22,635 total - Tax Payment
Common Stock
[F2]2026-03-17$156.79/sh−350$54,877→ 22,285 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-17−843→ 1,688 totalExercise: $0.00→ Common Stock (843 underlying) - Exercise/Conversion
Market Share Units
[F5][F6][F7]2026-03-17−888→ 1,643 total→ Common Stock (888 underlying) - Award
Restricted Stock Units
[F4]2026-03-16+5,358→ 5,358 totalExercise: $0.00→ Common Stock (5,358 underlying) - Award
Market Share Units
[F5][F8][F7]2026-03-16+4,019→ 4,019 total→ Common Stock (4,019 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/ Andy Schwarcz as attorney-in-fact for Karen Stroup|2026-03-18