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WEX Inc.·4

Mar 18, 6:53 PM ET

Drew Ann Elena 4

4 · WEX Inc. · Filed Mar 18, 2026

Research Summary

AI-generated summary of this filing

Updated

WEX (WEX) Chief Risk & Compliance Officer Drew Elena Receives Awards

What Happened

  • Drew Ann Elena, WEX’s Chief Risk and Compliance Officer, received equity awards and had restricted stock/unit awards convert into common shares in mid‑March 2026. On March 16, 2026 she was granted awards (3,062 RSUs and a target of 2,297 MSUs). On March 17, 2026 a tranche of awards converted: 506 RSU shares and 533 MSU shares (1,039 total) converted into common stock.
  • To satisfy tax withholding, WEX automatically withheld 225 RSU shares and 237 MSU shares (462 shares total) and disposed of those shares at $156.79 per share, generating approximately $35,278 and $37,159 respectively (about $72,437 combined). Net shares delivered to Ms. Elena from this conversion were roughly 577 shares.

Key Details

  • Transaction dates: Grants on 2026-03-16; conversions/vests and tax withholding on 2026-03-17. Form 4 filed 2026-03-18 (timely).
  • Withholding price: $156.79 per share for the tax withholding disposals.
  • Shares converted: 506 RSU shares + 533 MSU-converted shares = 1,039 shares.
  • Shares withheld for taxes: 225 (RSU) + 237 (MSU) = 462 shares; value ≈ $72,437.
  • Net shares issued to insider after withholding: ~577 shares (1,039 − 462).
  • Shares owned after the transactions: not specified in the provided data.
  • Relevant footnotes: withholding is routine tax payment (F1, F2); RSUs convert 1:1 on vesting and vest in thirds (F3–F4); MSUs are performance-based and convert based on a payout factor (minimum 60%, max 200%) — the tranche that vested reflected a 105.38% payout for the MSU award granted March 17, 2025 (F5–F7). The 3/16/2026 MSU award target is 2,297 shares (F8).

Context

  • These transactions are routine compensation events: RSU/MSU vesting and company share withholding to pay taxes (a cashless-withholding method), not an open-market sale or purchase. The MSU payout above 100% (105.38% for the vested tranche) means the performance tranche converted into more than the target number of shares for that award.
  • Awards/vests reflect compensation and vesting schedules rather than an express buy/sell signal by the insider.

Insider Transaction Report

Form 4
Period: 2026-03-16
WEX Inc.WEX
Drew Ann Elena
Chief Risk and Compliance
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-17+506→ 11,317 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-17$156.79/sh−225$35,278→ 11,092 total
  • Exercise/Conversion

    Common Stock

    2026-03-17+533→ 11,625 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-17$156.79/sh−237$37,159→ 11,388 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-17−506→ 1,013 total
    Exercise: $0.00→ Common Stock (506 underlying)
  • Exercise/Conversion

    Market Share Units

    [F5][F6][F7]
    2026-03-17−533→ 986 total
    → Common Stock (533 underlying)
  • Award

    Restricted Stock Units

    [F4]
    2026-03-16+3,062→ 3,062 total
    Exercise: $0.00→ Common Stock (3,062 underlying)
  • Award

    Market Share Units

    [F5][F8][F7]
    2026-03-16+2,297→ 2,297 total
    → Common Stock (2,297 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 Ann Elena Drew|2026-03-18

Documents

1 file
  • 4
    wk-form4_1773874379.xmlPrimary

    FORM 4