DHAWAN SACHIN 4

What Happened

• Sachin Dhawan, Chief Technology Officer of WEX Inc. (WEX), was granted equity awards and had vested units convert into shares. On March 16, 2026 WEX reported grants of 10,205 restricted stock units (RSUs) and 7,654 market share units (MSUs). On March 17, 2026 certain RSUs/MSUs converted into shares (reported as exercise/conversion of derivatives).
• To satisfy tax withholding obligations on the vesting/conversion, WEX withheld/sold 628 shares at $156.79 ($98,464) and 661 shares at $156.79 ($103,638), for total proceeds of approximately $202,102. The filing shows conversion entries of 1,265 and 1,333 shares (derivative-to-share conversions) and corresponding withholdings/dispositions.

Key Details

• Transaction dates: grants on 2026-03-16; conversions/withholding on 2026-03-17.
• Prices and values: tax-withheld dispositions: 628 shares @ $156.79 = $98,464; 661 shares @ $156.79 = $103,638; total ≈ $202,102.
• Grants reported: 10,205 RSUs and 7,654 MSUs (reported $0 exercise price for awards).
• Shares owned after the transactions: not specified in the provided excerpt of the filing.
• Footnotes of note:
  • RSUs vested on March 17, 2026 and each RSU converts into one share (one‑third vests each year; F3–F4).
  • MSUs are performance-based and convert to shares based on a payout factor tied to VWAP; payout range 60%–200% (F5–F8). The filing references a prior MSU tranche that vested at a 105.38% payout factor (F6).
  • F1/F2 indicate the 628 and 661 shares were automatically withheld by WEX to pay taxes upon vesting (sell‑to‑cover).
• Filing timeliness: no late filing flag indicated in the provided data.

Context

• These transactions are routine equity compensation events: awards granted and restricted/performance units converting to shares, followed by share withholding (a common "sell‑to‑cover") to satisfy tax obligations. Such withholding/dispositions to pay taxes are standard and do not necessarily indicate a decision to sell remaining holdings.