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WEX Inc.·4

Mar 17, 8:28 PM ET

Drew Ann Elena 4

4 · WEX Inc. · Filed Mar 17, 2026

Research Summary

AI-generated summary of this filing

Updated

WEX (WEX) Chief Risk & Compliance Officer Drew Elena Receives RSUs/MSUs

What Happened

  • Drew Ann Elena, Chief Risk and Compliance Officer at WEX, had restricted/share units vest and convert into common stock on March 15, 2026. A total of 3,638 units converted into shares (RSUs and MSUs).
  • WEX automatically withheld 1,615 shares to cover tax withholding at $159.95 per share, generating proceeds of approximately $258,319. The underlying awards had no cash exercise price (conversion of units to shares).
  • This was a vesting/conversion event (not an open-market purchase). Withholding of shares for taxes is a routine administrative step, not a discretionary sale by the insider.

Key Details

  • Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (appears timely).
  • Conversion (code M): 3,638 RSUs/MSUs converted into common stock at $0 exercise price.
  • Withholding (code F): 1,615 shares withheld/treated as disposed at $159.95 for taxes, totaling ~$258,319 (breakdown in filing: 120, 114, 1,299, 82 shares withheld).
  • Shares owned after transaction: not disclosed in the provided filing excerpt.
  • Footnotes: Withholdings (F1/F2) represent shares automatically withheld to pay taxes. RSUs converted 1:1 to shares (F3/F5/F4). MSU payout factor for the second tranche was 71.27% (F6/F7/F8), so MSUs converted into shares based on that performance multiplier.

Context

  • This was a vesting and conversion of restricted stock/performance units (RSUs and MSUs), not a market purchase or voluntary sale. The company’s share withholding to satisfy tax obligations is a common “cashless” mechanism and does not necessarily indicate the insider’s view on the stock.
  • Transaction codes: M = conversion/exercise of derivative (here, unit conversion); F = payment of tax liability via share withholding.

Insider Transaction Report

Form 4
Period: 2026-03-15
WEX Inc.WEX
Drew Ann Elena
Chief Risk and Compliance
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-15+270→ 9,058 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−120$19,194→ 8,938 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+256→ 9,194 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−114$18,234→ 9,080 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+2,929→ 12,009 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−1,299$207,775→ 10,710 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+183→ 10,893 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-15$159.95/sh−82$13,116→ 10,811 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-15−270→ 0 total
    Exercise: $0.00→ Common Stock (270 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-15−256→ 258 total
    Exercise: $0.00→ Common Stock (256 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F5]
    2026-03-15−2,929→ 0 total
    Exercise: $0.00→ Common Stock (2,929 underlying)
  • Exercise/Conversion

    Market Share Units

    [F6][F7][F8]
    2026-03-15−183→ 331 total
    → Common Stock (183 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/ Matthew Finkelstein, as attorney-in-fact for Ann Elena Drew|2026-03-17

Documents

1 file
  • 4
    wk-form4_1773793693.xmlPrimary

    FORM 4