Sec Form 4 Filing - Drew Ann Elena @ WEX Inc. - 2025-03-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Drew Ann Elena
2. Issuer Name and Ticker or Trading Symbol
WEX Inc. [ WEX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Risk and Compliance
(Last) (First) (Middle)
1 HANCOCK ST.
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2025
(Street)
PORTLAND, ME04101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/15/2025 M 205 A $ 0 5,789 D
Common Stock 03/15/2025 F( 1 ) 91 D $ 154.09 5,698 D
Common Stock 03/15/2025 M 269 A $ 0 5,967 D
Common Stock 03/15/2025 F( 1 ) 120 D $ 154.09 5,847 D
Common Stock 03/15/2025 M 256 A $ 0 6,103 D
Common Stock 03/15/2025 F( 1 ) 114 D $ 154.09 5,989 D
Common Stock 03/15/2025 M 3,013 A $ 0 9,002 D
Common Stock 03/15/2025 F( 1 ) 885 D $ 154.09 8,117 D
Common Stock 03/15/2025 M 173 A $ 0 8,290 D
Common Stock 03/15/2025 F( 2 ) 51 D $ 154.09 8,239 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 03/15/2025 M 205 ( 3 ) ( 4 ) ( 4 ) Common Stock 205 $ 0 0 D
Restricted Stock Units $ 0 03/15/2025 M 269 ( 3 ) ( 4 ) ( 4 ) Common Stock 269 $ 0 270 D
Restricted Stock Units $ 0 03/15/2025 M 256 ( 3 ) ( 4 ) ( 4 ) Common Stock 256 $ 0 514 D
Restricted Stock Units $ 0 03/15/2025 M 3,013 ( 3 ) ( 5 ) ( 5 ) Common Stock 3,013 $ 0 0 D
Market Share Units ( 6 ) 03/15/2025 M 173 ( 7 ) ( 8 ) ( 8 ) Common Stock 173 $ 0 514 D
Restricted Stock Units $ 0 03/17/2025 A 1,519 ( 4 ) ( 4 ) Common Stock 1,519 $ 0 1,519 D
Market Share Units ( 6 ) 03/17/2025 A 1,519 ( 9 ) ( 8 ) ( 8 ) Common Stock 1,519 $ 0 1,519 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drew Ann Elena
1 HANCOCK ST.
PORTLAND, ME04101
Chief Risk and Compliance
Signatures
/s/ Matthew Finkelstein, as attorney-in-fact for Ann Elena Drew 03/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents tax withholding in connection with the vesting of the Restricted Stock Units ("RSUs") on March 15, 2025.
( 2 )Represents tax withholding in connection with the vesting of the Market Stock Units ("MSUs") on March 15, 2025.
( 3 )RSUs vested on March 15, 2025 and each RSU converted into one share of common stock.
( 4 )One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
( 5 )Following certification of performance relating to this award (as previously reported by the reporting person), the RSUs vested on March 15, 2025 and each converted into one share of common stock.
( 6 )Each MSU, a form of performance-based restricted stock 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 average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average) divided by the close price on the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.
( 7 )Represents the number of MSUs that vested in the first tranche of the MSU award granted on March 15, 2024, based on a 67.24% payout factor, and were converted into an equal number of shares of common stock.
( 8 )One-third of the MSU award vests on each of the first, second and third anniversaries of the grant date 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.
( 9 )Represents the target number of shares underlying the MSU award granted on March 17, 2025.

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