Smith Melissa D 4

What Happened
Melissa D. Smith, WEX Inc. Chair, CEO and President, received a new grant of 21,570 market share units (MSUs) on 2026-03-16 and had 7,515 MSUs vest and convert into common shares on 2026-03-17. To cover tax withholding on the vesting, 3,333 shares were automatically withheld by WEX at $156.79 per share, totaling $522,581. The filing reports the MSU conversion/exercise as derivative activity (Form 4 code M) and the withholding as a disposition for tax payment (code F).

Key Details

• Transaction dates: Grant 2026-03-16 (award, code A); vest/convert 2026-03-17 (derivative exercise, code M); tax withholding 2026-03-17 (code F).
• Withheld shares: 3,333 shares withheld at $156.79 each = $522,581.
• Vested/converted: 7,515 MSUs converted into 7,515 shares (reported as derivative exercise).
• New grant: 21,570 target MSUs granted on 2026-03-16 (code A).
• Net shares added to Smith’s account from this vesting event (before any other transfers): 7,515 vested − 3,333 withheld = 4,182 net shares.
• Footnotes: F6 notes the 7,515 shares represent the first tranche of the MSU award granted 3/17/2025 and were paid at a 105.38% payout factor. F5–F8 explain MSU payout mechanics (performance-based payout factor between 60%–200%) and that one‑third vests on each anniversary. Other footnotes reference trusts previously described in earlier Form 4s.
• Filing timeliness: No indication in the filing that this Form 4 was late.

Context
MSUs are performance-based restricted units that convert into shares based on a payout factor tied to average stock prices over set periods; they are not open‑market purchases. The withholding of shares to cover taxes is routine and does not reflect a discretionary sale by the insider. Awards and automatic withholdings are common executive compensation events and are different from open‑market buys or voluntary sales.