Smith Melissa D 4

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.