DHAWAN SACHIN 4

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.