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WEX Inc.·4

Mar 18, 6:52 PM ET

Trickett Sara 4

4 · WEX Inc. · Filed Mar 18, 2026

Research Summary

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WEX CLO Sara Trickett Receives Awards; Shares Withheld for Taxes

What Happened Sara Trickett, Chief Legal Officer of WEX Inc. (WEX), had restricted stock units (RSUs) and performance-based market share units (MSUs) convert into common shares in mid‑March 2026. On March 17, 2026 she converted a total of 1,039 derivative units into shares (two conversions of 506 and 533 shares; exercise/conversion price $0.00). To satisfy tax withholding obligations, 149 shares (valued at $23,362) and 237 shares (valued at $37,159) were automatically withheld/disposed (total 386 shares, ~$60,521) at $156.79 per share. Separately, on March 16, 2026 she was recorded as receiving new award grants totaling 4,401 and 3,301 derivative units (reported as awards/grants).

Key Details

  • Transaction dates: grants recorded 2026-03-16; vesting/conversion and tax withholding occurred 2026-03-17. Filing date: 2026-03-18 (timely).
  • Conversion entries: 506 and 533 shares converted at $0.00 (derivative exercise/conversion).
  • Tax withholding (disposals): 149 shares @ $156.79 = $23,362; 237 shares @ $156.79 = $37,159; total withheld = 386 shares (~$60,521).
  • New awards recorded 3/16/2026: 4,401 and 3,301 derivative units (the 3,301 figure is the target number for an MSU award).
  • Shares owned after the transactions are not specified in the provided excerpt.
  • Footnotes of note: withholding entries are automatic tax-withholdings (not open‑market sales); one-third vesting schedules apply to RSUs and MSUs; the MSU tranche that vested used a 105.38% payout factor (first tranche from the March 17, 2025 MSU grant). MSU payout factors range 60%–200%.

Context

  • These filings show awards vesting and standard tax‑withholding (F = tax withholding) rather than an intentional open‑market sale; such dispositions are routine to cover taxes and do not necessarily indicate a deliberate sale of shares.
  • MSUs are performance-based: the number of shares issued on vesting depends on a payout factor tied to stock price performance (minimum 60%, maximum 200%).
  • Derivative conversions (M) here reflect RSU/MSU vesting and conversion into common stock; withheld shares satisfied tax obligations (cashless withholding).

Insider Transaction Report

Form 4
Period: 2026-03-16
WEX Inc.WEX
Trickett Sara
Chief Legal Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-17+506→ 3,327 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-17$156.79/sh−149$23,362→ 3,178 total
  • Exercise/Conversion

    Common Stock

    2026-03-17+533→ 3,711 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-17$156.79/sh−237$37,159→ 3,474 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+4,401→ 4,401 total
    Exercise: $0.00→ Common Stock (4,401 underlying)
  • Award

    Market Share Units

    [F5][F8][F7]
    2026-03-16+3,301→ 3,301 total
    → Common Stock (3,301 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 Sara Trickett|2026-03-18

Documents

1 file
  • 4
    wk-form4_1773874371.xmlPrimary

    FORM 4