Smith Melissa D 4
4 · WEX Inc. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
WEX (WEX) CEO Melissa Smith Exercises Awards, Sells Shares for Taxes
What Happened Melissa D. Smith, Chair, President and CEO of WEX Inc., had restricted and performance-based share units vest on March 15, 2026. A total of 42,924 shares were credited on exercise/conversion (reported as derivative exercise, code M). To satisfy tax withholding obligations, WEX automatically withheld 19,038 of those shares (reported as dispositions, code F) at $159.95 per share, resulting in approximately $3,045,127 in value withheld to cover taxes.
Key Details
- Transaction date (period of report): March 15, 2026; Form 4 filed March 17, 2026 (timely — Form 4 is due within two business days).
- Shares acquired via conversion/exercise (M): 2,548 + 36,916 + 3,460 = 42,924 shares (exercise price reported $0.00 because these were vesting RSUs/MSUs converting to stock).
- Shares withheld for taxes (F): 1,131 + 16,372 + 1,535 = 19,038 shares at $159.95/share = $3,045,127 (aggregate).
- Footnotes of note:
- F10/F9: The 36,916-share conversion was from the second tranche of MSUs granted 3/15/2024, converted at a 71.27% payout factor (MSUs payout is based on a VWAP ratio, with a 60% minimum to earn a payout).
- F6/F8/F1/F2/F7: Other entries reflect RSUs/MSUs vesting and the company’s automatic share withholding to satisfy tax obligations.
- Shares owned after the transaction are not stated in the filing.
Context
- These filings reflect award vesting and routine tax-withholding (not an open-market sale initiated by the insider). When RSUs or MSUs vest, companies commonly withhold a portion of the shares to cover income tax liabilities — reported as dispositions (F) even though shares were not sold on the open market by the insider.
- The MSU conversion involved a performance-based payout factor (71.27% for this tranche). Because the underlying awards vested and shares were converted and partly withheld for taxes, this is administrative in nature rather than a directional bet on the stock.
Insider Transaction Report
Form 4
WEX Inc.WEX
Smith Melissa D
DirectorChair, CEO, and President
Transactions
- Exercise/Conversion
Common Stock
2026-03-15+2,548→ 86,296 total - Tax Payment
Common Stock
[F1]2026-03-15$159.95/sh−1,131$180,903→ 85,165 total - Exercise/Conversion
Common Stock
2026-03-15+36,916→ 122,081 total - Tax Payment
Common Stock
[F1]2026-03-15$159.95/sh−16,372$2,618,701→ 105,709 total - Exercise/Conversion
Common Stock
2026-03-15+3,460→ 109,169 total - Tax Payment
Common Stock
[F2]2026-03-15$159.95/sh−1,535$245,523→ 107,634 total - Exercise/Conversion
Restricted Stock Units
[F6][F7]2026-03-15−2,548→ 0 totalExercise: $0.00→ Common Stock (2,548 underlying) - Exercise/Conversion
Restricted Stock Units
[F6][F8]2026-03-15−36,916→ 0 totalExercise: $0.00→ Common Stock (36,916 underlying) - Exercise/Conversion
Market Share Units
[F9][F10][F11]2026-03-15−3,460→ 6,250 total→ Common Stock (3,460 underlying)
Holdings
- 18,277(indirect: By Spouse)
Common Stock
- 1,693(indirect: By Trust)
Common Stock
[F3] - 1,692(indirect: By Trust)
Common Stock
[F3] - 1,693(indirect: By Trust)
Common Stock
[F3] - 14,809(indirect: By Trust)
Common Stock
[F4] - 42,274(indirect: By Trust)
Common Stock
[F5]
Footnotes (11)
- [F1]Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Restricted Stock Units ("RSUs") on March 15, 2026.
- [F10]Represents the number of MSUs that vested in the second tranche of the MSU award granted on March 15, 2024, based on a 71.27% payout factor, and were converted into an equal number of shares of common stock.
- [F11]One-third of the MSU award vests on each of the first, second and third anniversaries of the date of grant and converts into shares of common stock based on a payout factor, provided that if the payout factor is not at least 60% on an applicable vesting date, the MSUs eligible to vest on such date will be forfeited.
- [F2]Represents the number of shares automatically withheld by WEX for the payment of taxes in connection with the vesting of Market Share Units ("MSUs") on March 15, 2026.
- [F3]This trust was first described in a Form 4 filed by the reporting person on 06/28/2022.
- [F4]This trust was first described in a Form 4 filed by the reporting person on 03/18/2025.
- [F5]This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.
- [F6]RSUs vested on March 15, 2026 and each RSU converted into one share of common stock.
- [F7]One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
- [F8]Following certification of performance relating to the award (as previously reported by the reporting person), the RSUs vested on March 15, 2026 and each converted into one share of common stock.
- [F9]Each MSU, a form of performance-based restricted share unit, converts into the number of shares of common stock determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the vesting date divided by the volume weighted average closing price per share over the 10 trading days immediately preceding (and excluding) the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.
Signature
/s/ Matthew Finkelstein, as attorney in-fact for Melissa D. Smith|2026-03-17