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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32426

WEX Inc.

(Exact name of registrant as specified in its charter)

Delaware

01-0526993

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1 Hancock St.,

Portland,

04101

(Address of principal executive offices)

(Zip Code)

(207) 773–8171

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

WEX

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).

☐ Yes ☒ No

Number of shares of common stock outstanding as of October 23, 2025 was 34,288,525.

Table of Contents




TABLE OF CONTENTS
FORWARD–LOOKING STATEMENTS		3
ACRONYMS AND ABBREVIATIONS		5

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	8
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended S eptember 30, 2025 and 2024 (unaudited)	9
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	10
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31 , June 30, and September 30, 2025 and 2024 (unaudited)	11
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	13
	Notes to Condensed Consolidated Financial Statements (unaudited)	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54


PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 5.	Other	55
Item 6.	Exhibits	57

	SIGNATURE

Table of Contents

Unless otherwise indicated or required by the context, the terms “we,” “us,” “our,” “WEX,” or the “Company,” in this Quarterly Report on Form 10–Q refers to WEX Inc. and all of its subsidiaries that are consolidated under Generally Accepted Accounting Principles in the United States.

FORWARD–LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report on Form 10-Q includes forward-looking statements including, but not limited to, statements about management’s plans and goals. Any statements in this Quarterly Report that are not statements of historical facts are forward-looking statements. When used in this Quarterly Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “positions,” “confidence,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report and in oral statements made by our authorized officers:

•the impact of fluctuations in the amount of fuel purchased and sold by our customers and retail partners, respectively, fuel price volatility, and the actual price of fuel, including fuel spreads in the Company’s international markets, and the resulting impact on the Company’s results, including margins, revenues, and net income;

•the effects of general economic conditions and the amount of business activity in the economies in which we operate, particularly in the U.S., Europe, and the United Kingdom, including, but not limited to, conditions resulting from market volatility, an economic recession, the impact of tariffs or international trade wars, increasing unemployment, and declining consumer confidence, which may lead to, among other things, a decline or stagnation in demand for fuel, corporate payment services, travel related services, or employee benefits related products and services;

•the failure to comply with the applicable requirements of Mastercard or Visa contracts and rules;

•the extent to which unpredictable events in the locations in which the Company or the Company’s customers operate or elsewhere may adversely affect the Company’s employees, ability to conduct business, results of operations and financial condition;

•the impact and size of credit losses, including fraud losses, and other adverse effects if the Company fails to adequately assess and monitor credit risk or fraudulent use of our payment cards or systems;

•the impact of changes to the Company’s credit standards;

•limitations on, or compression of, interchange fees;

•the effect of adverse financial conditions affecting the banking system;

•the impact of the U.S. federal government shutdown;

•the impact of increasing scrutiny with respect to our environmental, social and governance practices;

•failure to implement new technologies and products;

•the failure to realize or sustain the expected benefits from our cost and organizational operational efficiencies initiatives;

•the failure to compete effectively in order to maintain or renew key customer and partner agreements and relationships, or to maintain volumes under such agreements;

•the ability to attract and retain employees;

•the ability to execute the Company’s business expansion and acquisition efforts and realize the benefits of acquisitions we have completed;

•the failure to achieve commercial and financial benefits as a result of our strategic minority equity investments;

•the impact of foreign currency exchange rates on the Company’s operations, revenue and income and other risks associated with our operations outside the United States;

•the failure to adequately safeguard custodial HSA assets;

•the incurrence of impairment charges if the Company’s assessment of the fair value of certain of its reporting units changes;

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•the uncertainties of investigations and litigation;

•the ability of the Company to protect its intellectual property and other proprietary rights;

•the impact of regulatory capital requirements and other regulatory requirements on the operations of WEX Bank or its ability to make payments to WEX Inc.;

•the impact of the Company’s debt instruments on the Company’s operations;

•the impact of increased leverage on the Company’s operations, results or borrowing capacity generally;

•our ability to achieve our capital allocation priorities;

•changes in interest rates, including those which we must pay for our deposits, those which we earn on our investment securities, and the resultant potential impacts to our debt securities subject to early call provisions;

•the ability to refinance certain indebtedness or obtain additional financing;

•the actions of regulatory bodies, including tax, banking and securities regulators, or possible changes in tax, banking or financial regulations impacting the Company’s industrial bank, the Company as the corporate parent or other subsidiaries or affiliates;

•the failure to comply with the Treasury Regulations applicable to non-bank custodians;

•the impact from breaches of, or other issues with, the Company’s technology systems or those of its third-party service providers and any resulting negative impact on the Company’s reputation, liabilities or relationships with customers or merchants;

•the impact of regulatory developments with respect to privacy and data protection;

•the impact of any disruption to the technology and electronic communications networks we rely on;

•the ability to adopt, implement and use artificial intelligence technologies across our business successfully and ethically;

•the ability to maintain effective systems of internal controls;

•the failure to repurchase shares at favorable prices, if at all;

•the impact of provisions in our charter documents, Delaware law and applicable banking laws that may delay or prevent our acquisition by a third party; as well as

•other risks and uncertainties identified in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 1, 2025 and subsequent filings with the SEC.

The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

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ACRONYMS AND ABBREVIATIONS

The acronyms and abbreviations identified below are used in this Quarterly Report, including the condensed consolidated financial statements and the notes thereto. The following is provided to aid the reader and provide a reference point when reviewing this Quarterly Report.



A&R 2019 Plan			The Company’s Amended and Restated 2019 Equity and Incentive Plan, as amended on May 15, 2025.
Adjusted free cash flow			A non-GAAP measure calculated as cash flows from operating activities, adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, changes in WEX Bank cash balances and certain other adjustments.
Adjusted net income or ANI			A non-GAAP measure that adjusts net income (loss) to exclude all items excluded in segment adjusted operating income except unallocated corporate expenses, further excluding unrealized gains and losses on financial instruments, net foreign currency gains and losses, debt issuance cost amortization, tax related items and certain other non-operating items, as applicable depending on the period presented.


ASU			Accounting Standards Update
Average number of SaaS accounts			Represents the average number of active consumer-directed health, COBRA, and billing accounts on our SaaS platforms. HSA accounts for which WEX Inc. serves as the non-bank custodian under designation by the U.S. Department of Treasury are included in this average.
B2B			Business-to-Business

BTFP			The Federal Reserve Bank Term Funding Program, which provides liquidity to U.S. depository institutions.


CODM			Chief Operating Decision Maker
Company			WEX Inc. and all entities included in the consolidated financial statements.

Corporate Cash			Calculated in accordance with the terms of our consolidated leverage ratio in the Company’s Credit Agreement.



Credit Agreement			Amended and Restated Credit Agreement entered into on April 1, 2021 (as amended from time to time) by and among the Company and certain of its subsidiaries, as borrowers, and Bank of America, N.A., as administrative agent on behalf of the lenders.
DSUs			Deferred stock units held by non-employee directors.



FASB			Financial Accounting Standards Board

FDIC			Federal Deposit Insurance Corporation
Federal Reserve Bank Discount Window			Monetary policy that allows WEX Bank to borrow funds on a short-term basis to meet temporary shortages of liquidity caused by internal or external disruptions.
FHLB			Federal Home Loan Bank



FSA			Flexible spending account
Funding Activity			Includes the change in net deposits, net advances from the FHLB, changes in participation debt, and changes in borrowings under the BTFP and borrowed federal funds
GAAP			Generally accepted accounting principles in the United States



HRA			Health Reimbursement Arrangements
HSA			Health savings account


Indenture			The indenture dated as of March 6, 2025, among the Company, the subsidiary guarantors party thereto and Citibank, N.A., as trustee, which governs the Senior Notes.
NAV			Net asset value
Net interchange rate			Represents the percentage of the dollar value of each payment processing transaction that WEX records as revenue from merchants, less certain discounts given to customers and network fees.
Net late fee rate			Net late fee rate represents late fee revenue as a percentage of fuel purchased by fleets that have a payment processing relationship with WEX.

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Net payment processing rate			The percentage of each payment processing $ of fuel that the Company records as revenue from merchants less certain discounts given to customers and network fees.




OBBBA			A budget and reconciliation package known as the “One Big Beautiful Bill Act”, signed into law on July 4, 2025.
OID			Original issue discount
Operating cash flow			Net cash provided by (used for) operating activities
Operating interest			Interest expense incurred on the operating debt obtained to provide liquidity for the Company’s short-term receivables or used for investing purposes in fixed income debt securities.


Over-the-road			Typically, heavy trucks traveling long distances.
Payment processing $ of fuel			Total dollar value of the fuel purchased by fleets that have a payment processing relationship with WEX.
Payment processing transactions			Total number of purchases made by fleets that have a payment processing relationship with the Company where the Company maintains the receivable for the total purchase.


Processing costs			Expenses related to processing transactions, servicing customers and merchants and costs of goods sold related to hardware and other product sales.
Purchase volume			Purchase volume in the Corporate Payments segment represents the total dollar value of all WEX-issued transactions that use WEX corporate card products and virtual card products. Purchase volume in the Benefits segment represents the total dollar value of all transactions where interchange is earned by WEX.

Revolving Credit Facility			The Company’s secured revolving credit facility under the Credit Agreement
RSUs			Restricted stock units
SaaS			Software-as-a-Service

Same-store sales			A measure of fuel gallons purchased by Mobility customers who joined the Company prior to the preceding calendar year, adjusted for the number of business days in the period.
SEC			Securities and Exchange Commission
Senior Notes			$550.0 million 6.500% senior unsecured notes, issued March 6, 2025 and due March 15, 2033
Service fees			Costs incurred from third-party networks utilized to deliver payment solutions and other third-parties utilized in performing services directly related to generating revenue.
SOFR			Secured Overnight Financing Rate



Tender Offer			The Company’s modified “Dutch auction” tender offer, that was completed on March 31, 2025, to purchase for cash up to $750 million in value of shares of its common stock upon the terms and subject to the conditions described in that certain Schedule TO and the exhibits thereto, that were originally filed by the Company with the SEC on February 26, 2025 and subsequently amended.
Topic 606			Accounting Standards Codification Section 606, Revenue from Contracts with Customers
Total segment adjusted operating income			A non-GAAP measure that adjusts operating income to exclude specified items that the Company’s management excludes in evaluating segment performance, including unallocated corporate expenses, acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, other costs and certain non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented.
Total volume			Includes purchases on WEX-issued accounts as well as purchases issued by others, but using a WEX platform.

UDFI			Utah Department of Financial Institutions

VIE			Variable interest entity


WEX			WEX Inc., and all of its subsidiaries that are consolidated under accounting principles generally accepted in the United States, unless otherwise indicated or required by the context.
WEX Australia			WEX Card Holdings Australia Pty Ltd and its subsidiaries
WEX Bank			An industrial bank organized under the laws of the State of Utah, and wholly owned subsidiary of WEX Inc.
WEX Europe Services			WEX Europe Service Limited, a European Mobility business

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WEX Health			WEX Health, Inc., the Company’s healthcare technology and administration solutions provider/business.


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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

WEX Inc. Condensed Consolidated Statements of Operations

(in millions, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues
Payment processing revenue	$	301.7	$	309.9	$	858.8	$	930.3
Account servicing revenue	185.3		174.6		542.3		516.5
Finance fee revenue	83.2		70.5		239.3		218.6
Other revenue	121.5		110.5		347.6		326.3
Total revenues	691.8		665.5		1,987.9		1,991.6
Cost of services
Processing costs	163.1		156.0		491.9		489.0
Service fees	22.6		20.7		71.5		62.4
Provision for credit losses	20.4		9.7		57.9		52.6
Operating interest	29.2		28.3		82.0		77.6
Depreciation and amortization	39.0		34.6		113.7		98.6
Total cost of services	274.3		249.2		817.0		780.2
General and administrative	92.0		92.1		251.9		281.6
Sales and marketing	97.3		80.9		285.9		259.9
Depreciation and amortization	44.7		46.9		135.5		140.9

Operating income	183.6		196.4		497.6		529.0
Financing interest expense, net of financial instruments	(63.8)		(58.4)		(181.8)		(178.5)
Change in fair value of contingent consideration	(0.7)		(0.1)		(2.3)		(3.5)

Net foreign currency (loss) gain	(2.6)		3.2		(3.3)		(9.7)
Income before income taxes	116.4		141.1		310.2		337.2
Income tax expense	36.2		38.2		90.3		91.6
Net income	$	80.3	$	102.9	$	219.8	$	245.7





Net income per share:
Basic	$	2.34	$	2.56	$	6.13	$	5.95
Diluted	$	2.30	$	2.52	$	6.07	$	5.89
Weighted average common shares outstanding:
Basic	34.4		40.3		35.8		41.3
Diluted	34.8		40.8		36.2		41.7

See notes to the unaudited condensed consolidated financial statements.


Table of Contents			PART I

WEX Inc. Condensed Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	80.3	$	102.9	$	219.8	$	245.7

Other comprehensive income (loss), net of tax:



Unrealized gain on available-for-sale debt securities	33.1		104.1		106.4		68.9
Foreign currency translation	(3.2)		31.3		64.5		14.5
Other comprehensive income, net of tax	29.9		135.4		170.9		83.4



Total comprehensive income	$	110.2	$	238.3	$	390.7	$	329.1

See notes to the unaudited condensed consolidated financial statements.


Table of Contents			PART I

WEX Inc. Condensed Consolidated Balance Sheets

(in millions, except per share data)

(unaudited)


	September 30, 2025		December 31, 2024
Assets
Cash and cash equivalents(1)	$	812.9	$	595.8
Restricted cash	668.6		837.8
Accounts receivable, net	3,816.1		3,008.6
Investment securities	4,129.2		3,764.7
Securitized accounts receivable, restricted(1)	138.9		109.6
Prepaid expenses and other current assets	149.7		199.0
Total current assets	9,715.5		8,515.5
Property, equipment and capitalized software (net of accumulated depreciation of $568.9 in 2025 and $632.0 in 2024)	258.5		261.2
Goodwill	3,011.7		2,983.4
Other intangible assets (net of accumulated amortization of $1,682.7 in 2025 and $1,551.1 in 2024)	1,135.1		1,260.0
Investment securities	81.0		80.5
Deferred income taxes, net	16.8		18.3
Other assets	214.7		202.8

Total assets	$	14,433.3	$	13,321.6
Liabilities and Stockholders’ Equity
Accounts payable	$	1,460.4	$	1,090.9
Accrued expenses and other current liabilities	665.9		653.6
Restricted cash payable	667.4		837.0
Short-term deposits	5,152.9		4,452.7
Short-term debt, net(1)	1,306.8		1,293.2


Total current liabilities	9,253.4		8,327.3
Long-term debt, net	3,719.1		3,082.1

Deferred income taxes, net	174.6		145.6
Other liabilities	167.8		277.7
Total liabilities	13,314.9		11,832.8


Stockholders’ Equity
Common stock $0.01 par value; 175.0 shares authorized; 50.7 shares issued in 2025 and 50.3 in 2024; 34.3 shares outstanding in 2025 and 39.0 in 2024	0.5		0.5
Additional paid-in capital	1,190.1		1,149.7
Retained earnings	2,286.7		2,066.8
Accumulated other comprehensive loss	(141.2)		(312.3)
Treasury stock at cost; 16.4 and 11.3 shares in 2025 and 2024, respectively	(2,217.7)		(1,416.0)


Total stockholders’ equity	1,118.4		1,488.8
Total liabilities and stockholders’ equity	$	14,433.3	$	13,321.6

(1) The Company’s condensed consolidated balance sheets include assets and liabilities of consolidated VIEs. See Note 10, Financing and Other Debt, for further details.

See notes to the unaudited condensed consolidated financial statements.


Table of Contents			PART I

WEX Inc. Condensed Consolidated Statements of Stockholders’ Equity

(in millions)

(unaudited)



	Common Stock Issued			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2025	50.3	$	0.5	$	1,149.7	$	2,066.8	$	(312.3)	$	(1,416.0)	$	1,488.8
Stock issued under share-based compensation plans	0.3	—		1.2		—		—		—		1.2
Share repurchases for tax withholdings	—	—		(25.5)		—		—		—		(25.5)
Repurchases of common stock	—	—		—		—		—		(801.6)		(801.6)
Stock-based compensation expense	—	—		8.8		—		—		—		8.8
Unrealized gain on available-for-sale debt securities	—	—		—		—		48.7		—		48.7
Foreign currency translation	—	—		—		—		18.4		—		18.4
Net income	—	—		—		71.5		—		—		71.5
Balance at March 31, 2025	50.6	$	0.5	$	1,134.2	$	2,138.3	$	(245.1)	$	(2,217.5)	$	810.4
Stock issued under share-based compensation plans	—	—		0.1		—		—		—		0.1
Share repurchases for tax withholdings	—	—		(1.2)		—		—		—		(1.2)
Repurchases of common stock	—	—		—		—		—		(0.1)		(0.1)
Stock-based compensation expense	—	—		27.4		—		—		—		27.4
Unrealized gain on available-for-sale debt securities	—	—		—		—		24.6		—		24.6
Foreign currency translation	—	—		—		—		49.3		—		49.3
Net income	—	—		—		68.1		—		—		68.1
Balance at June 30, 2025	50.7	$	0.5	$	1,160.6	$	2,206.4	$	(171.1)	$	(2,217.6)	$	978.7
Stock issued under share-based compensation plans	—	—		1.4		—		—		—		1.4
Share repurchases for tax withholdings	—	—		(1.2)		—		—		—		(1.2)

Stock-based compensation expense	—	—		29.4		—		—		—		29.4
Unrealized gain on available-for-sale debt securities	—	—		—		—		33.1		—		33.1
Foreign currency translation	—	—		—		—		(3.2)		—		(3.2)
Net income	—	—		—		80.3		—		—		80.3
Balance at September 30, 2025	50.7	$	0.5	$	1,190.1	$	2,286.7	$	(141.2)	$	(2,217.7)	$	1,118.4


Table of Contents			PART I

WEX Inc. Condensed Consolidated Statements of Stockholders’ Equity (continued)

(in millions)

(unaudited)


	Common Stock Issued			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders’ Equity
	Shares	Amount
Balance at January 1, 2024	49.9	$	0.5	$	1,053.0	$	1,757.1	$	(229.2)	$	(760.8)	$	1,820.6
Stock issued under share-based compensation plans	0.4	—		12.3		—		—		—		12.3
Share repurchases for tax withholdings	—	—		(28.2)		—		—		—		(28.2)
Repurchases of common stock	—	—		—		—		—		(73.6)		(73.6)
Stock-based compensation expense	—	—		28.1		—		—		—		28.1
Unrealized loss on available-for-sale debt securities	—	—		—		—		(25.7)		—		(25.7)
Foreign currency translation	—	—		—		—		(21.6)		—		(21.6)
Net income	—	—		—		65.8		—		—		65.8
Balance at March 31, 2024	50.3	$	0.5	$	1,065.2	$	1,822.9	$	(276.5)	$	(834.4)	$	1,777.7
Stock issued	—	—		2.6		—		—		—		2.6
Share repurchases for tax withholdings	—	—		(1.6)		—		—		—		(1.6)
Repurchases of common stock	—	—		—		—		—		(100.8)		(100.8)
Stock-based compensation expense	—	—		33.4		—		—		—		33.4
Unrealized loss on available-for-sale debt securities	—	—		—		—		(9.5)		—		(9.5)
Foreign currency translation	—	—		—		—		4.8		—		4.8
Net income	—	—		—		77.0		—		—		77.0
Balance at June 30, 2024	50.3	$	0.5	$	1,099.6	$	1,899.9	$	(281.2)	$	(935.3)	$	1,783.5
Stock issued	—	—		1.5		—		—		—		1.5
Share repurchases for tax withholdings	—	—		(1.5)		—		—		—		(1.5)
Repurchases of common stock	—	—		(60.0)		—		—		(313.1)		(373.1)
Stock-based compensation expense	—	—		28.7		—		—		—		28.7
Unrealized gain on available-for-sale debt securities	—	—		—		—		104.1		—		104.1
Foreign currency translation	—	—		—		—		31.3		—		31.3
Net income	—	—		—		102.9		—		—		102.9
Balance at September 30, 2024	50.3	$	0.5	$	1,068.3	$	2,002.8	$	(145.8)	$	(1,248.3)	$	1,677.5

See notes to the unaudited condensed consolidated financial statements.


Table of Contents			PART I

WEX Inc. Condensed Consolidated Statements of Cash Flows

(in millions)(unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net income	$	219.8	$	245.7
Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation	77.8		90.1
Depreciation and amortization	249.2		239.5




Provision for credit losses	57.9		52.6



Other non-cash adjustments	34.6		10.4

Net change in operating assets and liabilities, net of effects of business acquisitions	(479.8)		(795.4)







Net cash provided by (used for) operating activities	159.6		(157.0)

Cash flows from investing activities
Purchases of property, equipment and capitalized software	(102.2)		(108.6)
Purchase of other investments	(11.7)		(18.0)



Purchases of available-for-sale debt securities	(923.6)		(900.9)
Sales and maturities of available-for-sale debt securities	653.4		309.4
Acquisition of intangible assets	(14.5)		(5.1)
Other investing activities	4.4		(0.9)

Net cash used for investing activities	(394.3)		(724.0)

Cash flows from financing activities

Repurchases of common stock	(799.8)		(543.6)

Net change in deposits	697.6		388.8

Net change in restricted cash payable	(215.6)		(480.4)
Borrowings on revolving credit facility	7,969.7		6,063.4
Repayments on revolving credit facility	(8,273.5)		(5,771.1)
Borrowings on term loans	447.8		68.3
Repayments on term loans	(46.4)		(45.2)



Proceeds from issuance of Senior Notes	550.0		—
Advances from the FHLB	11,524.0		570.0
Repayments to the FHLB	(11,519.0)		(200.0)
Borrowings on BTFP	—		1,570.0
Repayments on BTFP	—		(1,635.0)
Net change in borrowed federal funds	—		80.0

Net borrowings on other debt	(1.9)		10.9
Payments of deferred and contingent consideration	(76.7)		(93.7)

Other financing activities	(39.3)		(23.5)
Net cash provided by (used for) financing activities	216.8		(41.1)
Effect of exchange rates on cash, cash equivalents and restricted cash	62.3		3.9
Net change in cash, cash equivalents and restricted cash	44.4		(918.2)

Cash, cash equivalents and restricted cash, beginning of period	1,437.0		2,230.0
Cash, cash equivalents and restricted cash, end of period	$	1,481.5	$	1,311.8

See notes to the unaudited condensed consolidated financial statements.


Table of Contents			PART I

WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


1.			Basis of Presentation

The accompanying condensed consolidated financial statements, which include the accounts of WEX Inc. and its subsidiaries, have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10–Q and Rule 10–01 of Regulation S–X. Accordingly, they exclude certain disclosures required by GAAP for a complete set of financial statements. Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to “WEX,” the “Company,” “we” or “our” refer to WEX Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation in accordance with GAAP have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results for any future periods or the year ending December 31, 2025. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements that are included in the Company’s Annual Report on Form 10–K for the year ended December 31, 2024, filed with the SEC on February 20, 2025 (“2024 Annual Report”).

The Company rounds amounts in the condensed consolidated financial statements to millions and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot or recalculate based on reported numbers due to rounding. We have included certain terms and abbreviations used throughout this Quarterly Report on Form 10-Q within “Acronyms and Abbreviations” in the front of this document.


2.			Significant Accounting Policies

Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements as of and for the nine months ended September 30, 2025, are consistent with those discussed in “Note 1, Basis of Presentation and Summary of Significant Accounting Policies” to the consolidated financial statements in our 2024 Annual Report.

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of end of period cash, cash equivalents and restricted cash reported within our condensed consolidated statements of cash flows to amounts within our condensed consolidated balance sheets for the periods ended:



	September 30, 2025		September 30, 2024
Cash and cash equivalents	$	812.9	$	535.4
Restricted cash	668.6		776.4

Cash, cash equivalents and restricted cash shown in the statement of cash flows	$	1,481.5	$	1,311.8

Recent Accounting Pronouncements

The Company evaluates all ASUs recently issued by the FASB for consideration of their applicability. Any recently issued ASUs not listed in the following table were assessed and determined to either not be applicable, or have not had, or are not expected to have, a material impact on our condensed consolidated financial statements. The Company did not adopt any accounting standards during the nine months ended September 30, 2025.


Table of Contents			PART I
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

Standard

Description

Date/Method of Adoption

Effect on financial statements or other significant matters

Not Yet Adopted as of September 30, 2025

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The amendments are effective for annual periods beginning after December 31, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis, however, retrospective application is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The adoption of this ASU is not expected to have a material effect on the Company’s condensed consolidated financial position, results of operations or cash flows.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

Requires disclosure in the notes to the financial statements of specified information about certain costs and expenses (including the amounts of employee compensation, depreciation and intangible asset amortization) included within each income statement expense caption.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU, or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and disclosures.

ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

Provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606. The expedient allows an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted. Entities that elect the practical expedient are required to apply the amendments prospectively.

The Company is currently evaluating the effect that the adoption of this ASU would have on its consolidated financial statements and related disclosures.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

Modernizes the accounting for internal-use software. The update eliminates the prescriptive software development stages (e.g., preliminary project stage, application development stage) and instead requires capitalization to begin when management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended.

The standard is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments may be applied using a prospective, modified, or retrospective transition approach.

The Company is currently assessing the impact that this new guidance will have on its consolidated financial statements and related disclosures.


3.			Revenues

In accordance with Topic 606, revenue is recognized when, or as, performance obligations are satisfied as defined by the terms of the contract, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services provided. Income recognized that is not derived from a contract with a customer within the scope of Topic 606 is included within Non-Topic 606 revenues.

The following tables disaggregate the Company’s consolidated revenues, substantially all of which relate to services transferred to the customer over time:


	Three Months Ended September 30, 2025
(in millions)	Mobility		Corporate Payments		Benefits		Total
Topic 606 revenues
Payment processing revenue	$	168.2	$	109.7	$	23.8	$	301.7
Account servicing revenue	11.1		18.3		113.3		142.7
Other revenue	25.7		0.1		11.5		37.2
Total Topic 606 revenues	$	204.9	$	128.1	$	148.6	$	481.6





Non-Topic 606 revenues	155.9		4.7		49.6		210.2

Total revenues	$	360.8	$	132.8	$	198.1	$	691.8


	Three Months Ended September 30, 2024
(in millions)	Mobility		Corporate Payments		Benefits		Total
Topic 606 revenues
Payment processing revenue	$	183.2	$	104.8	$	21.9	$	309.9
Account servicing revenue	10.0		15.5		110.0		135.5
Other revenue	25.8		—		7.8		33.6
Total Topic 606 revenues	$	219.0	$	120.3	$	139.7	$	479.0





Non-Topic 606 revenues	138.1		6.6		41.7		186.4

Total revenues	$	357.2	$	126.9	$	181.5	$	665.5


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)



	Nine Months Ended September 30, 2025
(In millions)	Mobility		Corporate Payments		Benefits		Total
Topic 606 revenues
Payment processing revenue	$	484.9	$	293.1	$	80.8	$	858.8
Account servicing revenue	31.8		47.0		339.7		418.5
Other revenue	75.4		0.1		27.6		103.1
Total Topic 606 revenues	$	592.1	$	340.3	$	448.0	$	1,380.3
Non-Topic 606 revenues	448.8		14.3		144.5		607.6
Total revenues	$	1,040.8	$	354.5	$	592.5	$	1,987.9




	Nine Months Ended September 30, 2024
(In millions)	Mobility		Corporate Payments		Benefits		Total
Topic 606 revenues
Payment processing revenue	$	531.1	$	324.2	$	75.0	$	930.3
Account servicing revenue	28.7		35.8		335.5		400.0
Other revenue	75.6		—		21.2		96.8
Total Topic 606 revenues	$	635.4	$	360.0	$	431.7	$	1,427.1
Non-Topic 606 revenues	420.2		23.5		120.9		564.6
Total revenues	$	1,055.6	$	383.5	$	552.5	$	1,991.6

Contract Balances

The majority of the Company’s receivables, which are excluded from the table below, are either due from cardholders who have not been deemed our customer as it relates to interchange income, or from revenues earned outside of the scope of Topic 606. The Company’s contract assets consist of upfront payments to customers under long-term contracts and are recorded upon the later of when the Company recognizes revenue for the transfer of the related goods or services or when the Company pays or promises to pay the consideration. The resulting asset is amortized against revenue as the Company satisfies its performance obligations under these arrangements. The Company’s contract liabilities consist of customer payments received before the Company has satisfied the associated performance obligations. The following table provides information about these contract balances:


(in millions)
Contract balance	Location on the condensed consolidated balance sheets	September 30, 2025		December 31, 2024
Receivables	Accounts receivable, net	$	63.5	$	60.4
Contract assets	Prepaid expenses and other current assets	12.9		9.9
Contract assets	Other assets	36.0		29.1
Contract liabilities	Accrued expenses and other current liabilities	28.2		28.6
Contract liabilities	Other liabilities	70.5		51.3

During the three and nine months ended September 30, 2025, the Company recognized revenue of $5.6 million and $21.8 million, respectively, related to contract liabilities existing as of December 31, 2024.

Remaining Performance Obligations

The Company’s unsatisfied or partially unsatisfied performance obligations as of September 30, 2025 represent the remaining minimum monthly fees on a portion of contracts across the lines of business, deferred revenue associated with stand ready payment processing obligations and contractually obligated professional services yet to be provided by the Company. The total remaining performance obligations below are not indicative of the Company’s future revenue, as they relate to an insignificant portion of the Company’s operations.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

The following table includes revenue expected to be recognized by year related to remaining performance obligations as of September 30, 2025.


(in millions)	Remaining 2025		2026		2027		2028		2029		Thereafter		Total
Minimum monthly fees1	$	19.9	$	42.7	$	20.0	$	12.0	$	4.0	$	1.5	$	100.2
Other2	15.9		25.2		26.9		27.9		28.5		15.8		140.3
Total remaining performance obligations	$	35.9	$	67.9	$	46.9	$	40.0	$	32.5	$	17.3	$	240.5

(1)The transaction price allocated to the remaining performance obligations represents the minimum monthly fees on certain service contracts, which contain substantive termination penalties that require the counterparty to pay the Company for the aggregate remaining minimum monthly fees upon an early termination for convenience. These obligations will be recognized within account servicing revenue.

(2)Substantially represents deferred revenue and contractual minimums associated with payment processing service obligations. Consideration associated with certain relationships is variable and the measurement and estimation of contract consideration is contingent upon payment processing volumes and maintaining volume shares, among others.


4.			Acquisitions

Asset Acquisition

During January 2025, the Company entered into a purchase and sale agreement for the purchase of a portfolio of factoring accounts receivable from a third-party, which serves various customers in the U.S. transportation industry. During March 2025, the Company closed on the acquisition of these receivables, paying the seller a preliminary purchase price of $144.5 million, which included a 10 percent premium relative to the net value of the receivables balance as of the valuation date, plus certain customary adjustments, as defined in the purchase and sale agreement. There were no subsequent material adjustments to this preliminary purchase price.

We accounted for this transaction under the asset acquisition method of accounting and allocated $130.0 million of the total cost of the acquisition to accounts receivable, net of allowance and $14.5 million to a customer relationship intangible asset with a ten-year life. The consideration paid for the accounts receivable was included within operating activities in the consolidated statement of cash flows.


5.			Accounts Receivable, Net

Accounts receivable consists of amounts billed to and due from customers across a wide range of industries and other third parties. The Company often extends short-term credit to cardholders by paying the merchant for the purchase price less the fees it retains and records as revenue, then subsequently collecting the total purchase price from the cardholder. The Company also extends revolving credit to certain small fleets. The Company had approximately $115.6 million and $114.1 million in gross receivables with revolving credit balances as of September 30, 2025 and December 31, 2024, respectively.

The allowance for accounts receivable consists of reserves for both credit and fraud losses, reflecting management’s current estimate of uncollectible balances on its accounts receivable. The following tables present changes in the accounts receivable allowances by portfolio segment:


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


	Three Months Ended September 30, 2025
(in millions)	Mobility		Corporate Payments		Benefits		Total


Balance, beginning of period	$	56.2	$	21.3	$	6.1	$	83.7
Provision for credit losses(1)	15.1		4.8		0.5		20.4
Other(2)	4.9		—		—		4.9
Charge-offs	(23.6)		(2.0)		(5.1)		(30.6)
Recoveries of amounts previously charged-off	2.4		—		0.2		2.6

Currency translation	—		(0.1)		—		(0.1)
Balance, end of period	$	55.1	$	24.0	$	1.7	$	80.9


	Three Months Ended September 30, 2024
(in millions)	Mobility		Corporate Payments		Benefits		Total


Balance, beginning of period	$	68.5	$	10.6	$	8.1	$	87.2
Provision for credit losses(1)	7.8		1.7		0.1		9.6
Other(2)	5.2		—		—		5.2
Charge-offs	(25.3)		(0.5)		(0.1)		(25.9)
Recoveries of amounts previously charged-off	3.6		—		—		3.6
Currency translation	0.4		0.3		—		0.7
Balance, end of period	$	60.3	$	12.1	$	8.1	$	80.5


	Nine Months Ended September 30, 2025
(In millions)	Mobility		Corporate Payments		Benefits		Total
Balance, beginning of period	$	56.6	$	13.2	$	7.7	$	77.6
Provision for credit losses(1)	44.4		14.2		(0.8)		57.9
Other(2)	14.6		—		—		14.6
Charge-offs	(70.1)		(4.5)		(5.5)		(80.0)
Recoveries of amounts previously charged-off	9.0		—		0.3		9.2
Currency translation	0.7		0.9		—		1.6
Balance, end of period	$	55.1	$	24.0	$	1.7	$	80.9


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


	Nine Months Ended September 30, 2024
(In millions)	Mobility		Corporate Payments		Benefits		Total
Balance, beginning of period	$	72.8	$	9.2	$	8.1	$	90.1
Provision for credit losses(1)	47.2		5.3		0.1		52.6
Other(2)	15.3		—		—		15.3
Charge-offs	(85.8)		(2.6)		(0.1)		(88.5)
Recoveries of amounts previously charged-off	10.7		—		—		10.7
Currency translation	0.1		0.2		—		0.3
Balance, end of period	$	60.3	$	12.1	$	8.1	$	80.5

(1)The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and includes adjustments required for forecasted credit loss information. The provision for credit losses reported within this table also includes the provision for fraud losses.

(2)Consists primarily of charges to other accounts. The Company earns revenue by assessing monthly finance fees on accounts with overdue balances. These fees are recognized as revenue at the time the fees are assessed. The finance fee is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. On occasion, these fees are waived to maintain relationship goodwill. Charges to other accounts substantially represent the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts.

The following table presents the outstanding balance of trade accounts receivable that are less than 30 and 60 days past due, shown in each case as a percentage of total trade accounts receivable:


Delinquency Status	September 30, 2025		December 31, 2024
Less than 30 days past due	99	%	98	%
Less than 60 days past due	99	%	99	%

Concentration of Credit Risk

The receivables portfolio primarily consists of a large group of homogeneous balances across a wide range of industries, which are collectively evaluated for impairment. No individual customer had a receivable balance representing 10 percent or more of the outstanding receivables balance at September 30, 2025 or December 31, 2024.


6.			Repurchases of Common Stock

Under share buyback plans, which may be authorized by our board of directors from time to time, the Company may repurchase up to specified dollar values of shares of its common stock through open market purchases, privately negotiated transactions, accelerated share repurchase programs, issuer self-tender offers or other methods approved by our board of directors.

Modified “Dutch auction” Tender Offer

On February 26, 2025, the Company commenced a modified “Dutch auction” tender offer to repurchase up to $750.0 million worth of its common stock (the “Tender Offer”). On March 31, 2025, the Company completed the Tender Offer and accepted for purchase a total of approximately 4.9 million shares of its common stock at a purchase price of $154 per share. The Company paid $750.0 million in cash to complete the Tender Offer, excluding related costs and fees. The Company incurred approximately $4.2 million of costs and fees related to the Tender Offer, which are recorded along with the cost of the shares repurchased as treasury stock on the accompanying condensed consolidated financial statements.

Summary of Share Repurchases

During the three and nine months ended September 30, 2025 and 2024, pursuant to our existing previously approved and announced repurchase program, the Company repurchased the following approximate shares of common stock, inclusive of the share purchases under the Tender Offer, which have been recorded as treasury stock:


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


(In millions)	Shares	Total Cost1
Three months ended September 30, 2025	—	$	—
Nine months ended September 30, 2025	5.1	$	801.7
Three months ended September 30, 2024	1.7	$	313.1
Nine months ended September 30, 2024	2.5	$	487.5

1 Reflects the applicable one percent excise tax imposed by the Inflation Reduction Act of 2022 on the net value of certain stock repurchases along with costs and fees of the Tender Offer.


7.			Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock and vested DSUs outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that diluted earnings per share includes the assumed exercise of dilutive options, the assumed issuance of unvested RSUs, performance-based awards for which the performance condition has been met as of the date of determination and contingently issuable shares that would be issuable if the end of the reporting period was the end of the contingency period, using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds, including cash received from the exercise of employee stock options and the average unrecognized compensation expense for unvested share-based compensation awards, would be used to purchase the Company’s common stock at the average market price during the period.

The following table presents net income and reconciles basic and diluted shares outstanding used in the earnings per share computations:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Net income	$	80.3	$	102.9	$	219.8	$	245.7

Weighted average common shares outstanding – Basic	34.4		40.3		35.8		41.3
Dilutive impact of share-based compensation awards(1)	0.5		0.5		0.4		0.5

Weighted average common shares outstanding – Diluted	34.8		40.8		36.2		41.7

(1)For the three and nine months ended September 30, 2025, 0.4 million and 0.6 million, respectively, of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share under the treasury stock method, as the effect of including those shares would be anti-dilutive. For the three and nine months ended September 30, 2024, 0.4 million and 0.3 million, respectively, of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share under the treasury stock method, as the effect of including those shares would be anti-dilutive.


8.			Derivative Instruments

Contingent Consideration Derivative Liability

At September 30, 2025 and December 31, 2024, the Company had a contingent consideration derivative liability associated with its asset acquisition from Bell Bank. See Note 13, Financial Instruments − Fair Value and Concentrations of Credit Risk, for further discussion of this derivative and for more information regarding the valuation of the Company’s derivatives.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


9.			Deposits

WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to FDIC rules governing minimum financial ratios. See Note 18, Supplementary Regulatory Capital Disclosure, for further information concerning these FDIC requirements.

WEX Bank accepts its deposits through certain customers as required collateral for credit that has been extended (“customer deposits”) and contractual arrangements for brokered and non-brokered certificate of deposit and money market deposit products. Additionally, WEX Bank holds deposits for the benefit of WEX Inc.’s HSA customers subject to the terms of a deposit agreement.

Customer deposits are generally non-interest bearing, certificates of deposit are issued at fixed rates, money market deposits are issued at both fixed and variable interest rates based on the Federal Funds rate and HSA deposits are issued at rates as defined within the consumer account agreements.

The following table presents the composition of deposits, which are classified as short-term or long-term based on their contractual maturities:


(in millions)	September 30, 2025			December 31, 2024
Customer deposits	$	240.2		$	173.2
Contractual deposits with maturities within 1 year(1),(2)	275.0			129.2
Interest-bearing money market deposits(1)	687.6			530.2
HSA deposits(3)	3,950.0			3,620.0
Short-term deposits	$	5,152.9		$	4,452.7



Weighted average cost of HSA deposits outstanding	0.11		%	0.11		%
Weighted average cost of funds on contractual deposits outstanding	4.18		%	1.50		%
Weighted average cost of interest-bearing money market deposits outstanding	4.25		%	4.57		%

(1)As of September 30, 2025 and December 31, 2024, all certificates of deposit and money market deposits were in denominations of $250,000 or less, corresponding to FDIC deposit insurance limits.

(2)Includes certificates of deposit and certain money market deposits, which have a fixed maturity.

(3)HSA deposits are recorded within short-term deposits on the condensed consolidated balance sheets as the funds can be withdrawn by the account holders at any time.


10.			Financing and Other Debt

The following tables summarize the Company’s total outstanding debt as of September 30, 2025 and December 31, 2024.


	As of September 30, 2025				As of December 31, 2024
(in millions)	Balance Outstanding		Interest Rate		Balance Outstanding		Interest Rate
Short term debt:
Securitized debt (VIEs)	$	102.4	4.84	%	$	86.8	5.58	%
Participation debt	39.6		6.38	%	49.2		6.58	%
FHLB advances	1,110.0		4.33	%	1,105.0		4.63	%


Current portion of long-term debt(5)	54.7		**		52.1		**
Total short term debt, net	$	1,306.8			$	1,293.2

** Provided for the total Credit Agreement borrowings below.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


	Balance Outstanding at:
(in millions)	September 30, 2025		December 31, 2024
Long-term debt:
Credit Agreement:

Term A-1 Loans due May 10, 2029(1)	$	832.5	$	866.3

Term B-2 Loans due April 1, 2028(2)	1,377.9		1,388.3
Term B-3 Loans due March 6, 2032(2)	447.8		—
Borrowings on Revolving Credit Facility due May 10, 2029(1)	601.8		905.6
Total borrowings under the Credit Agreement(3)	3,260.0		3,160.2
Senior Notes due March 15, 2033	550.0		—
Total long-term debt(4)	3,810.0		3,160.2
Less total unamortized debt issuance costs/discounts	(36.1)		(25.9)
Less current portion of long-term debt(5)	(54.7)		(52.1)
Long-term debt, net	$	3,719.1	$	3,082.1

(1)Bears interest at variable rates, at the Company’s option, plus an applicable margin determined based on the Company’s consolidated leverage ratio. Outstanding borrowings under the Revolving Credit Facility are classified as long-term given they can be rolled forward with interest rate resets through maturity. Note that the maturity date of each of the Term A-1 Loans and Revolving Credit Facility is the earlier of (i) May 10, 2029 and (ii) the date that is 91 days prior to the maturity of the Term B-2 Loans, as further described in the Credit Agreement.

(2)Bears interest at variable rates, at the Company’s option, plus an applicable margin, which is fixed at 0.75 percent for base rate borrowings and 1.75 percent with respect to Term SOFR borrowings.

(3)As of September 30, 2025 and December 31, 2024, amounts outstanding under the Credit Agreement bore a weighted average effective interest rate of 5.9 percent and 6.0 percent, respectively.

(4)See Note 13, Financial Instruments − Fair Value and Concentrations of Credit Risk for information regarding the fair value of the Company’s debt.

(5)Current portion of long-term debt as of September 30, 2025 and December 31, 2024 is net of $8.7 million and $6.9 million in unamortized debt issuance costs/discounts, respectively.


(in millions)	September 30, 2025		December 31, 2024
Supplemental information under Credit Agreement:
Letters of credit(1)	$	44.6	$	39.2
Remaining borrowing capacity on Revolving Credit Facility(2)	$	953.6	$	655.2

(1)Primarily collateralizing Corporate Payments processing activity.

(2)Borrowing capacity is contingent on maintaining compliance with the financial covenants as defined in the Company’s Credit Agreement. As of September 30, 2025, the Company pays a quarterly commitment fee at a rate per annum ranging from 0.25 percent to 0.45 percent of the daily unused portion of the Revolving Credit Facility determined based on the Company’s consolidated leverage ratio. The quarterly commitment fee in effect as of September 30, 2025 was 0.30 percent and was 0.25 percent as of December 31, 2024.

Credit Agreement

As of December 31, 2024, under the Credit Agreement, we had senior secured tranche A term loans (the “Term A Loans”), senior secured tranche B term loans (the “Term B Loans”) and outstanding commitments under the Revolving Credit Facility.

On March 6, 2025, the Company and certain of its subsidiaries entered into the Seventh Amendment to the Credit Agreement (the “Seventh Amendment”), which, among other things, established an incremental tranche of senior secured tranche B term loans in an aggregate principal amount of $450.0 million (the “Incremental Term B-3 Loans”), which are scheduled to mature on March 6, 2032. The Incremental Term B-3 Loans were issued with 0.5 percent original issue discount (OID) and bear interest at variable rates at the Company’s option, plus an applicable margin, which is fixed at 0.75 percent for base rate borrowings and 1.75 percent with respect to Term SOFR borrowings. The proceeds from the Incremental Term B-3 Loans were primarily used to fund the Tender Offer and to repay a portion of the Company’s


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outstanding borrowings on the Revolving Credit Facility. See Note 6, Repurchases of Common Stock, for more information on the Tender Offer.

The Company incurred debt financing costs of approximately $4.9 million in conjunction with the Seventh Amendment, in addition to the OID of $2.3 million. The OID and debt financing costs are being amortized over the term of the borrowing to financing interest expense, net of financial instruments.

Senior Notes

On March 6, 2025, the Company completed a private offering of $550.0 million in aggregate principal amount of senior unsecured notes due March 15, 2033 (the “Senior Notes”). The Senior Notes bear interest at a rate of 6.5 percent per annum, payable semi-annually. The proceeds from the Senior Notes were primarily used to fund the Tender Offer discussed above under Credit Agreement and to repay a portion of the Company’s outstanding borrowings under the Revolving Credit Facility. Subject to the conditions set forth in the Indenture, the Senior Notes may be redeemed at the Company’s option, in whole or in part, at the following redemption prices:


Redemption Period Price
Prior to March 15, 2028	106.500	%
March 15, 2028 - March 14, 2029	103.250	%
March 15, 2029 - March 14, 2030	101.625	%
After March 15, 2030	100.000	%

The Company incurred debt financing costs of approximately $9.2 million in connection with the Senior Notes offering. The debt financing costs are being amortized over the term of the borrowing to financing interest expense, net of financial instruments.

Securitization Debt (VIEs)

Under securitized debt agreements, each month on a revolving basis, the Company sells certain of its Australian and European receivables to bankruptcy-remote entities that are VIEs consolidated by the Company, which in turn use the receivables as collateral to issue securitized debt. Amounts collected on the securitized receivables, including an immaterial amount of cash and cash equivalents as of September 30, 2025 and December 31, 2024, are restricted to pay the securitized debt and are not available for general corporate purposes. Additionally, creditors of the VIE do not have recourse to WEX Inc. The Company pays interest on the outstanding balance of the securitized debt based on variable interest rates plus an applicable margin.

The Company’s securitized debt agreement for the securitization of its European receivables is with MUFG Bank, Ltd., has a maximum revolving borrowing limit of €55.0 million and expires in April 2026, unless otherwise agreed to in writing by the parties. The Company’s securitized debt facility for the securitization of its Australian receivables is with Australia and New Zealand Banking Group Limited, has a maximum revolving borrowing limit of A$115.0 million, expires in November 2025 and is annually renewable thereafter unless earlier terminated.

Participation Debt

From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. Associated unsecured borrowings generally carry a variable interest rate set according to an applicable reference rate plus a margin, which was 2.25 percent as of September 30, 2025 and December 31, 2024. As of September 30, 2025, the Company has an outstanding participation agreement that allows for total borrowings of up to $70.0 million and expires in December 2025, unless otherwise agreed to in writing by the parties. Borrowings under the participation agreement are included in short-term debt given they may be canceled by either party upon 60 days’ advance written notice.

FHLB Advances

WEX Bank is a member of the Federal Home Loan Bank (FHLB) of Des Moines, which provides WEX Bank short-term funding collateralized by investment securities. WEX Bank had $1.1 billion of collateralized borrowings outstanding with the


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FHLB as of September 30, 2025 and December 31, 2024. Remaining borrowing capacity as of September 30, 2025 was $154.3 million based on collateral provided as of that date.

Borrowed Federal Funds

WEX Bank borrows from short-term uncommitted federal funds lines of credit extended by various financial institutions to supplement the financing of the Company’s accounts receivable. WEX Bank had no outstanding borrowings against these lines of credit as of September 30, 2025 and December 31, 2024.

Other Short Term Borrowings

As an additional source of liquidity, WEX Bank pledged $215.6 million as of September 30, 2025 of customer receivables held by WEX Bank to the Federal Reserve Bank as collateral for potential borrowings through the Federal Reserve Bank Discount Window. Amounts that can be borrowed are based on the amount of collateral pledged and were $159.6 million and $137.7 million as of September 30, 2025 and December 31, 2024, respectively. WEX Bank had no borrowings outstanding on this line of credit through the Federal Reserve Bank Discount Window as of September 30, 2025 and December 31, 2024.

Under an uncommitted borrowing facility, WEX Australia can be advanced up to A$21.3 million from Bank of America in short-term funds. Interest accrues on any advances at a rate fixed for each interest period of 1.80 percent above the Australian Bank Bill Buying Rate for that interest period. The Company had no borrowings outstanding on this facility as of September 30, 2025 and December 31, 2024.


11.			Off-Balance Sheet Arrangements

WEX Europe Services and WEX Bank Accounts Receivable Factoring

WEX Europe Services and WEX Bank are each party to separate accounts receivable factoring arrangements with unrelated third-party financial institutions to sell certain of their accounts receivable balances. Each subsidiary continues to service these receivables post-transfer with no participating interest. Upon transfer, proceeds received are recorded net of applicable costs or negotiated discount rates and are recorded in operating activities in the condensed consolidated statements of cash flows. Cost of factoring, which was $2.5 million and $6.6 million, for the three and nine months ended September 30, 2025, respectively, and $2.5 million and $8.9 million for the three and nine months ended September 30, 2024, respectively, is recorded within cost of services in the condensed consolidated statements of operations.

The WEX Europe Services agreement automatically renews each January 1 unless either party gives not less than 90 days written notice of their intention to withdraw. Under this agreement, accounts receivable are sold without recourse to the extent that the customer balances are maintained at or below the credit limit established by the buyer. The Company maintains the risk of default on any customer receivable balances in excess of the buyer’s credit limit, which were immaterial as of September 30, 2025 and December 31, 2024. Under this arrangement, the Company sold $127.2 million and $360.0 million of accounts receivable during the three and nine months ended September 30, 2025, respectively, and $123.8 million and $391.5 million of accounts receivable during the three and nine months ended September 30, 2024, respectively.

The WEX Bank agreement has no set expiration date, however, either party can terminate the agreement with 30 days’ notice. Under this arrangement, the Company sold $4.5 billion and $10.4 billion of trade accounts receivable during the three and nine months ended September 30, 2025, respectively, and $3.4 billion and $13.2 billion during the three and nine months ended September 30, 2024, respectively.

Non-Bank Custodial HSA Cash Assets

As a non-bank custodian, WEX Inc. contracts with depository partners to hold custodial cash assets on behalf of individual account holders. As of September 30, 2025, WEX Inc. was custodian to approximately $4.8 billion in HSA cash assets. Of these custodial balances, approximately $0.9 billion of HSA cash assets at September 30, 2025 were deposited with and managed by certain third-party partners and not recorded on our condensed consolidated balance sheets. Such third-


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party depository partners are regularly monitored by management for stability. The remaining balance of $4.0 billion in HSA cash assets as of September 30, 2025 is deposited with and managed by WEX Bank and is therefore reflected on our condensed consolidated balance sheets. See Note 9, Deposits, for further information about HSA deposits recorded on our condensed consolidated balance sheets.


12.			Investment Securities

The Company’s investment securities as of September 30, 2025 and December 31, 2024 are presented below. Accrued interest on investment securities of $33.7 million and $30.9 million, respectively, as of September 30, 2025 and December 31, 2024, is excluded from total investment securities and recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets.


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value(1)
As of September 30, 2025
Current:

Available-for-sale debt securities(2):
U.S. treasury notes	$	415.8	$	1.0	$	18.1	$	398.7
Corporate and sovereign debt securities	1,372.5		35.2		9.1		1,398.7
Municipal bonds	77.8		1.1		3.3		75.6
Asset-backed securities	828.6		6.5		2.4		832.7
Mortgage-backed securities	1,439.4		13.2		29.1		1,423.5

Total current investment securities	$	4,134.2	$	57.1	$	62.1	$	4,129.2

Non-current:

Available-for-sale debt securities(3)	$	41.6	$	0.3	$	1.1	$	40.8


Equity securities(4):
Mutual fund							27.3
Pooled investment fund							12.9
Total non-current investment securities							$	81.0


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value(1)
As of December 31, 2024
Current:
Available-for-sale debt securities:
U.S. treasury notes	$	383.7	$	—	$	30.3	$	353.5
Corporate and sovereign debt securities	1,376.3		7.2		29.5		1,354.0
Municipal bonds	71.0		0.2		5.6		65.6
Asset-backed securities	759.6		5.7		2.0		763.2
Mortgage-backed securities	1,284.5		2.4		58.6		1,228.3
Total current investment securities	$	3,875.1	$	15.5	$	126.0	$	3,764.7


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(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value(1)
As of December 31, 2024
Non-current:


Available-for-sale debt securities(3)	$	43.5	$	—	$	1.8	$	41.7


Equity securities(4):
Mutual fund							26.0
Pooled investment fund							12.9
Total non-current investment securities							$	80.5

(1)The Company’s methods for measuring the fair value of its investment securities are discussed in Note 13, Financial Instruments − Fair Value and Concentrations of Credit Risk.

(2)As of September 30, 2025, the Company has pledged available-for-sale debt securities with a fair value of $86.3 million as collateral against recurring settlement obligations owed in conjunction with its transactions processed through licensed card networks and $1.4 billion as collateral for FHLB advances, as further discussed in Note 10, Financing and Other Debt.

(3)The fair value of available-for-sale debt securities at September 30, 2025 was comprised of municipal bonds of $31.8 million and mortgage-backed securities of $9.0 million. The fair value of available-for-sale debt securities at December 31, 2024 was comprised of municipal bonds of $31.9 million and mortgage-backed securities of $9.8 million.

(4)Excludes $18.0 million and $16.4 million in equity securities as of September 30, 2025 and December 31, 2024, respectively, included in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets.

The following table presents estimated fair value and gross unrealized losses of available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security category. There are no expected credit losses that have been recorded against our investment securities as of September 30, 2025 and December 31, 2024.


	As of September 30, 2025
	Less than one year				One year or longer				Total
(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses


Investment-grade rated debt securities:
U.S. treasury notes	$	11.7	$	0.3	$	324.2	$	17.8	$	335.9	$	18.1
Corporate and sovereign debt securities	68.7		0.5		236.9		8.6		305.5		9.1
Municipal bonds	20.8		0.2		39.1		3.9		59.8		4.1
Asset-backed securities	120.3		1.9		27.8		0.6		148.0		2.4
Mortgage-backed securities	273.5		4.5		433.9		24.8		707.3		29.4
Total available-for-sale debt securities	$	494.9	$	7.4	$	1,061.7	$	55.7	$	1,556.6	$	63.1

	As of December 31, 2024
	Less than one year				One year or longer				Total
(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Investment-grade rated debt securities:
U.S. treasury notes	$	30.1	$	0.8	$	312.3	$	29.5	$	342.4	$	30.3
Corporate and sovereign debt securities	558.1		11.2		357.4		18.3		915.5		29.5
Municipal bonds	48.7		1.6		29.6		5.6		78.3		7.2
Asset-backed securities	118.9		0.9		34.2		1.1		153.1		2.0
Mortgage-backed securities	711.3		25.7		315.0		33.1		1,026.3		58.8
Total available-for-sale debt securities	$	1,467.1	$	40.2	$	1,048.5	$	87.6	$	2,515.6	$	127.8


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

The above table includes 331 investment positions at September 30, 2025, where the current fair value is less than the related amortized cost. Unrealized losses on the Company’s available-for-sale debt securities included in the above table are primarily driven by the elevated interest rate environment and are not considered to be credit-related based upon an analysis that considered the extent to which the fair value is less than the amortized basis of a security, adverse conditions specifically related to the security, changes to credit rating of the instrument subsequent to Company purchase, and the strength of the underlying collateral, if any. Additionally, the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.

The following table summarizes the contractual maturity dates of the Company’s available-for-sale debt securities.



	September 30, 2025
(in millions)	Amortized Cost		Fair Value
Due within one year	$	138.9	$	136.9
Due after 1 year through year 5	754.8		741.3
Due after 5 years through year 10	1,078.2		1,099.8
Due after 10 years	2,203.9		2,192.1
Total	$	4,175.8	$	4,170.0

Equity Securities

During the three and nine months ended September 30, 2025 and 2024, unrealized gains and losses recognized on equity securities still held as of those dates were immaterial.

Other Investments

The Company’s other investments at September 30, 2025 and December 31, 2024, which include Federal Home Loan Bank stock and minority equity or other investments in early-stage companies and venture capital funds for which there is no readily determinable fair value, were $76.2 million and $65.1 million, respectively. The investments are recorded at cost within other assets on our condensed consolidated balance sheets.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


13.			Financial Instruments − Fair Value and Concentrations of Credit Risk

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table presents the Company’s financial instruments that are measured at fair value on a recurring basis, as classified within the three-level fair value hierarchy:


(in millions)	Fair Value Hierarchy	September 30, 2025		December 31, 2024
Assets:
Money market mutual funds(1)	1	$	108.5	$	44.3


Investment securities, current:
Available-for-sale debt securities:
U.S. treasury notes	2	$	398.7	$	353.5
Corporate and sovereign debt securities	2	1,398.7		1,354.0
Municipal bonds	2	75.6		65.6
Asset-backed securities	2	832.7		763.2
Mortgage-backed securities	2	1,423.5		1,228.3
Total		$	4,129.2	$	3,764.7

Investment securities, non-current:
Available-for-sale debt securities	2	$	40.8	$	41.7


Equity securities:
Mutual fund	1	27.3		26.0
Pooled investment fund measured at NAV(2)		12.9		12.9
Total		$	81.0	$	80.5

Executive deferred compensation plan trust(3)	1	$	18.0	$	16.4


Liabilities:

Contingent consideration(4)	2	$	68.3	$	128.2

(1)The fair value is recorded in cash and cash equivalents.

(2)The fair value of this security is measured at NAV as a practical expedient and has not been classified within the fair value hierarchy. The amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated balance sheets.

(3)The fair value is recorded as current or long-term based on the timing of the Company’s executive deferred compensation plan payment obligations. At September 30, 2025, $2.0 million and $16.0 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. At December 31, 2024, $1.8 million and $14.7 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively.

(4)The fair value is recorded as current or long-term based on the timing of expected payments. At September 30, 2025, $50.3 million and $18.0 million in fair value is recorded within accrued expenses and other current liabilities and other liabilities, respectively. At December 31, 2024, $62.2 million and $66.0 million in fair value is recorded within accrued expenses and other current liabilities and other liabilities, respectively.

Money Market Mutual Funds

A portion of the Company’s cash and cash equivalents are invested in money market mutual funds that primarily consist of short-term government securities, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices for identical instruments in an active market.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

Available-for-Sale Debt Securities

The Company determines the fair value of U.S. treasury notes using quoted market prices for similar or identical instruments in a market that is not active. For corporate and sovereign debt securities, municipal bonds, and asset-backed and mortgage-backed securities, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally valued using Level 2 inputs to the fair value hierarchy.

Pooled Investment Fund

The pooled investment fund maintains individual capital accounts for each investor, which reflect each individual investor’s share of the NAV of the fund. As of September 30, 2025, the Company had no unfunded commitments with respect to the fund. Investments in the fund may be redeemed monthly with 30 days’ notice.

Mutual Fund

The Company determines the fair value of its mutual fund using quoted market prices for identical instruments in an active market; such inputs are classified as Level 1 of the fair value hierarchy.

Executive Deferred Compensation Plan Trust

The investments held in the executive deferred compensation plan trust, which consist primarily of mutual funds, are classified as Level 1 in the fair value hierarchy because the fair value is determined using quoted market prices for identical instruments in active markets.

Contingent Consideration

The Company is obligated to pay additional consideration to Bell Bank as part of a prior year asset acquisition, contingent upon increases in the Federal Funds rate from the date of acquisition. The Company determines the fair value of this contingent consideration derivative liability based on discounted cash flows using the difference between the baseline Federal Funds rate in the purchase agreement with Bell Bank and future forecasted Federal Funds rates over the agreement term. The Company records changes in the estimated fair value of the contingent consideration in the condensed consolidated statements of operations.

Due to significant increases in the Federal Funds rate since the acquisition date, the fair value of the Company’s contingent consideration derivative liability at both September 30, 2025 and December 31, 2024 were effectively measured at the present value of the maximum remaining contingent consideration payable under the arrangement. Accordingly, the fair value of the contingent consideration could not materially increase, however, a significant decrease in the Federal Funds rate could result in a material decrease in the derivative liability.

Financial Instruments Measured at Carrying Value, for which Fair Value is Disclosed

The fair value of the Company’s financial instruments, which are measured and reported at carrying value, is as follows for the periods indicated:


	September 30, 2025			December 31, 2024
(in millions)	Carrying value		Fair value	Carrying value		Fair value


Term A-1 Loans(1)	$	832.5	**	$	866.3	**

Term B-2 Loans(1)	1,377.9		**	1,388.3		**
Term B-3 Loans(1)	447.8		**	—		—
Outstanding borrowings on Revolving Credit Facility(1)	601.8		**	905.6		**
Senior Notes(1)	550.0		**	—		—

** Fair value approximates carrying value.

(1)The Company determines the fair value of borrowings on the Revolving Credit Facility, Term Loans and Senior Notes based on market rates for the issuance of the Company’s debt, which are Level 2 inputs in the fair value hierarchy.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

Other Assets and Liabilities

The carrying value of certain of the Company’s financial instruments, other than those presented above, including cash, cash equivalents, restricted cash and restricted cash payable, short-term contractual deposits and HSA deposits, accounts receivable and securitized accounts receivable, accounts payable, accrued expenses and other current liabilities and other liabilities, approximate their respective fair values due to their short-term nature or maturities. The carrying value of certain other financial instruments we may have from time to time, including interest-bearing money market deposits, securitized debt, participation debt, borrowed federal funds, FHLB advances and deferred consideration associated with our acquisitions approximate their respective fair values due to stated interest rates being consistent with current market interest rates.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, investment securities and trade receivables. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically and industry diverse customers make up our customer base. See Note 5, Accounts Receivable, Net, for further information.

The Company’s cash and cash equivalents and restricted cash are transacted and maintained with financial institutions with high credit standing. Cash balances at many of these institutions regularly exceed FDIC insured limits; however, management regularly monitors the financial institutions and the composition of the Company’s accounts. We have not experienced any losses in such accounts and management believes that the financial institutions at which the Company’s cash is held are stable. We attempt to limit our exposure to credit risk with our investment securities by establishing strict investment policies as to minimum investment ratings, diversification of our portfolio and setting risk tolerance levels.


14.			Income Taxes

The Company’s effective tax rate was 31.1 percent and 29.1 percent for the three and nine months ended September 30, 2025, respectively, and 27.1 percent and 27.2 percent for the three and nine months ended September 30, 2024, respectively. Income tax expense is based on an estimated annual effective rate, which requires the Company to make its best estimate of annual pretax income or loss. The Company’s effective income tax rates generally differ from the U.S. federal statutory rates due to jurisdictional earnings mix and permanent book to tax differences arising from stock-based compensation.

The increase in our effective income tax rates for the three and nine months ended September 30, 2025 compared to the same periods in 2024, was primarily driven by an increase in valuation allowance against foreign tax credits, and remeasurement of net deferred tax liabilities for certain states due to state legislative changes, both recorded in 2025.

Undistributed earnings of certain foreign subsidiaries of the Company amounted to $364.9 million and $313.6 million at September 30, 2025 and December 31, 2024, respectively. During the third quarter of 2025, the Company reevaluated its historic indefinite reinvestment assertion and determined that any historical undistributed earnings as well as the future earnings for WEX Brazil are no longer considered to be indefinitely reinvested. The deferred tax liability related to the foreign and state tax costs associated with this change in assertion was immaterial. The Company continues to maintain its indefinite reinvestment assertion for its investments in foreign subsidiaries except for any historical undistributed earnings and future earnings for WEX Australia. Upon distribution of these earnings, the Company would be subject to withholding taxes payable to foreign countries, where applicable, but would generally have no further federal income tax liability. It is not practicable to estimate the unrecognized deferred tax liability associated with these undistributed earnings; however, it is not expected to be material.

On December 12, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15 percent, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates were January 1, 2024, and January 1, 2025, for different aspects of the directive. The impact of the Pillar Two Framework on the Company’s income tax provision for the three and nine months ended September 30, 2025 and 2024 was not material. The Company is continuing to evaluate the potential impact of the Pillar Two Framework on future periods, pending legislative adoption by additional individual countries.


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

On July 4, 2025, President Trump signed into law the OBBBA, which makes certain tax provisions from the 2017 Tax Cuts and Jobs Act (TCJA) permanent, introduces new tax provisions with varying effective dates, and rolls back certain incentives from the 2022 Inflation Reduction Act. One of the key features impacting the Company from the OBBBA includes domestic research cost expensing in tax years beginning after December 31, 2024. As a result, the Company expects a decrease in cash paid for U.S. federal income taxes in the current year relative to prior years. However, a higher allocation of these costs to foreign source income has limited the Company's ability to utilize foreign tax credit carryforwards. As a result, a $1.3 million increase in the valuation allowance against U.S. foreign tax credits was recorded during the three months ending September 30, 2025. This provision is not anticipated to materially impact the Company's effective tax rate for the current year. The Company is currently assessing the comprehensive impact of other OBBBA provisions; however, these are not anticipated to materially impact the effective tax rate or cash paid for income taxes.


15.			Commitments and Contingencies

Litigation and Regulatory Matters

From time to time, the Company is subject to legal proceedings, claims and regulatory matters in the ordinary course of business, including but not limited to: commercial disputes; contract disputes; employment litigation; disputes regarding our intellectual property rights; alleged infringement or misappropriation by us of intellectual property rights of others, and, matters relating to our compliance with applicable laws and regulations. As of the date of this filing, the current estimate of a reasonably possible loss contingency from all legal or regulatory proceedings is not material to the Company’s consolidated financial position, results of operations, cash flows or liquidity.

Commitments

Significant commitments and contingencies as of September 30, 2025 are generally consistent with those discussed in Note 20, Commitments and Contingencies, to the consolidated financial statements in the Company’s Annual Report on Form 10–K for the year ended December 31, 2024.


16.			Stock–Based Compensation

On May 15, 2025 our stockholders approved an amendment to the Company’s Amended and Restated 2019 Equity and Incentive Plan (as amended, the “A&R 2019 Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval. The A&R 2019 Plan amends the Company’s Amended and Restated 2019 Equity and Incentive Plan to increase the number of shares of the Company’s common stock available for issuance under the A&R 2019 Plan by approximately 3.4 million shares to 4.0 million shares, subject to the provisions in the A&R 2019 Plan.

The Company has regularly granted equity awards to certain employees and directors in the form of stock options, restricted stock, restricted stock units and other stock-based awards. In addition, the A&R 2019 Plan allows the Company to grant shares of WEX common stock to employees in lieu of bonus or other compensation earned by such employees.

In lieu of cash compensation payable to certain employees under our 2025 short-term incentive plan (“STIP”), the Company expects to award shares of WEX stock in an amount equal to the total STIP compensation payable to each respective employee, divided by the closing price of WEX common stock on the date of settlement. These awards are treated as liability-classified equity awards and the expense associated with them is accrued over the one-year performance period and included within stock-based compensation expense below.

Stock-based compensation expense was $33.5 million and $77.8 million for the three and nine months ended September 30, 2025, respectively, and $28.7 million and $90.2 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, stock-based compensation of $12.2 million associated with liability-classified equity awards has been recorded within current liabilities on the condensed consolidated balance sheet. The remaining stock-based compensation for the nine months ended September 30, 2025 of $65.6 million has been recorded as a charge to additional paid-in capital within stockholders’ equity on the condensed consolidated balance sheet. There were no liability-classified equity awards and related expense during 2024.


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17.			Segment Information

The Company determines its operating segments and reports segment information in accordance with how our Chief Executive Officer, the Company’s CODM, allocates resources and assesses performance. The Company has both three operating segments and three reportable segments, as described below.

•Mobility provides payment solutions, transaction processing, and information management services to a diverse customer base globally. Beyond fuel cards, our portfolio includes SaaS solutions for field service management, telematics, reporting and analytics, cash flow management, and mixed-energy fleets.

•Corporate Payments delivers global B2B payment solutions, including our Direct to Corporate solution that integrates with ERPs and accounting workflows to maximize virtual payment usage, and our Embedded Payments solution that integrates virtual payment capabilities into existing workflows for a broad range of industries, including online travel. We also offer white-label partnerships with financial institutions.

•Benefits simplifies employee benefit plan administration through SaaS software integrated with payment solutions. We deliver diverse product offerings including benefit administration, HSAs, FSAs, HRAs, COBRA and direct billing, and compliance administration. WEX Inc. also serves as an IRS-designated non-bank custodian, while WEX Bank provides HSA depository services.

The CODM uses segment adjusted operating income to evaluate the financial performance of each segment and make decisions regarding the allocation of capital and resources to each segment. The CODM also uses variance analysis of segment adjusted operating income on a recurring basis to assess the performance of the segment against forecast, prior periods and the annual budget. We do not allocate assets to our operating segments as we do not use assets to assess our segment performance.

Segment revenues, expenses and adjusted operating income

Segment adjusted operating income, as reported in the following tables, excludes unallocated corporate expenses, acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, other costs and certain non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented. Accordingly, certain significant expenses included below have been marked as “adjusted”, as they do not agree with similarly named expense totals appearing elsewhere within this quarterly report on Form 10-Q, due to these exclusions.


	Three Months Ended September 30, 2025
(in millions)	Mobility		Corporate Payments		Benefits		Total




Total revenues (revenues from external customers)	$	360.8	$	132.8	$	198.1	$	691.8

Less(1):
Processing costs, adjusted	73.7		17.5		63.4
Service fees	1.7		3.0		17.8
Provision for credit losses	15.1		4.8		0.5
Operating interest expense	22.2		5.7		1.3
Sales and marketing expense, adjusted	59.5		18.7		13.5
General and administrative expense, adjusted	25.6		10.1		5.5
Other segment items(2)	16.3		9.1		9.4




Segment adjusted operating income (3)	$	146.7	$	63.8	$	86.7	$	297.2


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


	Three Months Ended September 30, 2024
(in millions)	Mobility		Corporate Payments		Benefits		Total




Total revenues (revenues from external customers)	$	357.2	$	126.9	$	181.5	$	665.5

Less(1):
Processing costs, adjusted	69.8		16.3		60.0
Service fees	1.9		2.7		16.0
Provision for credit losses	7.8		1.7		0.1
Operating interest expense	24.9		2.2		1.2
Sales and marketing expense, adjusted	49.6		14.1		11.6
General and administrative expense, adjusted	22.1		10.8		6.0
Other segment items(2)	13.9		7.5		8.2




Segment adjusted operating income (3)	$	167.1	$	71.5	$	78.4	$	317.1



	Nine Months Ended September 30, 2025
(In millions)	Mobility		Corporate Payments		Benefits		Total
Total revenues (revenues from external customers)	$	1,040.8	$	354.5	$	592.5	$	1,987.9
Less(1):
Processing costs, adjusted	217.3		53.2		189.1
Service fees	5.8		8.2		57.5
Provision for credit losses	44.4		14.2		(0.8)
Operating interest expense	63.1		15.1		3.8
Sales and marketing expense, adjusted	176.1		52.9		40.7
General and administrative expense, adjusted	75.4		30.3		16.1
Other segment items(2)	46.5		26.9		27.6
Segment adjusted operating income (3)	$	412.2	$	153.7	$	258.5	$	824.4



	Nine Months Ended September 30, 2024
(In millions)	Mobility		Corporate Payments		Benefits		Total
Total revenues (revenues from external customers)	$	1,055.6	$	383.5	$	552.5	$	1,991.6
Less(1):
Processing costs, adjusted	210.0		52.1		188.8
Service fees	5.5		9.7		47.2
Provision for credit losses	47.2		5.3		0.1
Operating interest expense	65.7		8.4		3.4
Sales and marketing expense, adjusted	159.6		41.3		41.1
General and administrative expense, adjusted	76.8		34.5		19.7
Other segment items(2)	38.4		21.6		23.1
Segment adjusted operating income (3)	$	452.4	$	210.5	$	229.0	$	891.9

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Given the increase in both provision for credit losses and operating interest expense, it was determined during the third quarter of 2025 that such expenses


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

are deemed significant for all segments, whereas previously were only considered significant for the Mobility segment. Segment information for previous periods has been recast to conform to the current-period presentation.

(2) Other segment items for the Mobility, Corporate Payments and Benefits reportable segments include depreciation expense for each of the periods presented.

(3) See following table for a reconciliation of segment adjusted operating income to income before income taxes.

Segment adjusted operating income reconciliation

The following table reconciles total segment adjusted operating income to income before income taxes:


	Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2025		2024	2025		2024

Segment adjusted operating income
Mobility	$	146.7		$	167.1	$	412.2	$	452.4
Corporate Payments	63.8			71.5		153.7		210.5
Benefits	86.7			78.4		258.5		229.0
Total segment adjusted operating income	$	297.2		$	317.1	$	824.4	$	891.9

Reconciliation:
Total segment adjusted operating income	$	297.2		$	317.1	$	824.4	$	891.9
Less:
Unallocated corporate expenses	23.7			24.1		74.1		73.8
Acquisition-related intangible amortization	47.9			50.4		145.1		151.9
Other acquisition and divestiture related items	3.8			1.6		5.0		5.4

Stock-based compensation	34.7			29.8		80.4		89.8
Other costs	3.6			14.8		22.3		42.0


Add:
Financing interest expense, net of financial instruments	(63.8)			(58.4)		(181.8)		(178.5)
Net foreign currency loss	(2.6)			3.2		(3.3)		(9.7)


Change in fair value of contingent consideration	(0.7)			(0.1)		(2.3)		(3.5)

Income before income taxes	$	116.4		$	141.1	$	310.2	$	337.2


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)

Other segment disclosures


	Three Months Ended						Nine Months Ended
(in millions)	Mobility		Corporate Payments		Benefits		Mobility		Corporate Payments		Benefits

September 30, 2025:
Interest income(1)	$	3.9	$	3.4	$	51.6	$	12.0	$	10.1	$	144.4
Operating interest expense	$	22.2	$	5.7	$	1.3	$	63.1	$	15.1	$	3.8
Depreciation(2)	$	16.3	$	9.1	$	9.4	$	46.5	$	26.9	$	27.6

September 30, 2024:
Interest income(1)	$	3.0	$	5.1	$	41.3	$	10.3	$	19.6	$	118.9
Operating interest expense	$	24.9	$	2.2	$	1.2	$	65.7	$	8.4	$	3.4
Depreciation(2)	$	13.9	$	7.5	$	8.2	$	38.4	$	21.6	$	23.1

(1)The amounts of interest income disclosed by reportable segment are included within total revenues in the preceding tables.

(2)The amounts of depreciation disclosed by reportable segment are included within other segment items. Amounts do not include amortization of intangible assets, as amortization is not included in determining segment adjusted operating income.


18.			Supplementary Regulatory Capital Disclosure

The Company’s subsidiary, WEX Bank, is subject to various regulatory capital requirements administered by the FDIC and the UDFI. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, WEX Bank must meet specific capital guidelines that involve quantitative measures of WEX Bank’s assets, liabilities and certain off-balance sheet items. WEX Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could limit business activities and have a material effect on the Company’s business, results of operations and financial condition.

Quantitative measures established by regulation to ensure capital adequacy require WEX Bank to maintain minimum amounts and ratios as defined in the regulations. The most recent FDIC exam report categorized WEX Bank as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events subsequent to that examination report that management believes have changed WEX Bank’s capital rating.

The following table presents WEX Bank’s actual and regulatory minimum capital amounts and ratios:


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WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited)


(in millions)	Actual Amount		Ratio		Minimum for Capital Adequacy Purposes Amount		Ratio		Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount		Ratio
September 30, 2025
Total Capital to risk-weighted assets	$	804.3	15.05	%	$	427.5	8.00	%	$	534.4	10.00	%
Tier 1 Capital to average assets	$	758.6	9.24	%	$	328.4	4.00	%	$	410.6	5.00	%
Common equity to risk-weighted assets	$	758.6	14.20	%	$	240.5	4.50	%	$	347.4	6.50	%
Tier 1 Capital to risk-weighted assets	$	758.6	14.20	%	$	320.6	6.00	%	$	427.5	8.00	%
December 31, 2024
Total Capital to risk-weighted assets	$	697.4	15.36	%	$	363.3	8.00	%	$	454.1	10.00	%
Tier 1 Capital to average assets	$	657.1	9.01	%	$	291.8	4.00	%	$	364.7	5.00	%
Common equity to risk-weighted assets	$	657.1	14.47	%	$	204.3	4.50	%	$	295.2	6.50	%
Tier 1 Capital to risk-weighted assets	$	657.1	14.47	%	$	272.5	6.00	%	$	363.3	8.00	%

WEX Inc. 10-Q