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WEX Inc.·4

Mar 17, 8:28 PM ET

DHAWAN SACHIN 4

4 · WEX Inc. · Filed Mar 17, 2026

Research Summary

AI-generated summary of this filing

Updated

WEX (WEX) CTO Sachin Dhawan Receives Award; Shares Withheld for Taxes

What Happened

  • Sachin Dhawan, Chief Technology Officer of WEX Inc., had equity awards vest on March 15, 2026. A total of 7,710 shares were issued on vesting (753 + 6,420 + 537). To satisfy tax withholding, the company automatically withheld 3,454 shares (261 + 2,926 + 267) at $159.95 per share, equal to about $552,468. The net new shares delivered to Dhawan were 4,256 (7,710 issued minus 3,454 withheld).
  • These transactions are not open-market sales or purchases by Dhawan; they reflect the conversion/settlement of restricted stock units (RSUs) and performance-based market share units (MSUs). The filing was made March 17, 2026 reporting the March 15, 2026 vesting—filed within the normal Form 4 reporting window.

Key Details

  • Transaction date: March 15, 2026; filing date (Form 4): March 17, 2026.
  • Per-share value used for withholding: $159.95. Total tax-withheld value ≈ $552,468.
  • Award breakdown: 1,290 RSU shares (753 + 537) converted 1:1; 6,420 MSU shares converted based on the MSU payout factor.
  • Withholding split: 528 RSU shares withheld for taxes; 2,926 MSU shares withheld for taxes.
  • Net shares received by insider: 4,256.
  • Transaction codes: M = exercise/conversion of derivative (conversion of RSUs/MSUs to shares); F = shares withheld to pay taxes.
  • Shares owned after the transaction are not shown in the provided data.

Context

  • RSUs convert into one share each when they vest; MSUs convert based on a payout factor (here, the MSU tranche vested at a 71.27% payout factor per the filing). Because shares were withheld to cover taxes, this is a standard cashless-withholding event rather than a sale or market trade—routine for vesting awards and not a directional buy/sell signal.

Insider Transaction Report

Form 4
Period: 2026-03-15
WEX Inc.WEX
DHAWAN SACHIN
Chief Technology Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-15+753→ 10,347 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−261$41,747→ 10,086 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+6,420→ 16,506 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-15$159.95/sh−2,926$468,014→ 13,580 total
  • Exercise/Conversion

    Common Stock

    2026-03-15+537→ 14,117 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-15$159.95/sh−267$42,707→ 13,850 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-03-15−753→ 756 total
    Exercise: $0.00→ Common Stock (753 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F5]
    2026-03-15−6,420→ 0 total
    Exercise: $0.00→ Common Stock (6,420 underlying)
  • Exercise/Conversion

    Market Share Units

    [F6][F7][F8]
    2026-03-15−537→ 971 total
    → Common Stock (537 underlying)
Footnotes (8)
  • [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.
  • [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]RSUs vested on March 15, 2026 and each RSU converted into one share of common stock.
  • [F4]One-third of RSUs vest each year on the first, second and third anniversaries of the date of grant.
  • [F5]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.
  • [F6]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%.
  • [F7]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.
  • [F8]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.
Signature
/s/ Matthew Finkelstein, as attorney-in-fact for Sachin Dhawan|2026-03-17

Documents

1 file
  • 4
    wk-form4_1773793687.xmlPrimary

    FORM 4