Dearborn Joel Alan JR 4

What Happened

• Joel A. Dearborn Jr., WEX Inc. (WEX) Chief Operating Officer, International, received equity awards and had vested restricted/performance units convert into shares. On March 16, 2026 he was granted 11,162 derivative units (4,784 and 6,378 RSU/MSU-related units). On March 17, 2026 a total of 1,731 vested units converted into shares (843 + 888). To satisfy tax withholding, 768 shares (374 + 394) were automatically withheld/sold at $156.79 per share, generating $58,639 and $61,775 respectively (total $120,414). After withholding, the net shares retained from the conversion were 963 shares (1,731 − 768). The conversions were reported as exercise/conversion of derivatives at $0.00 (no exercise price).

Key Details

• Transaction dates: grants on 2026-03-16; conversions/vesting and tax withholding on 2026-03-17. Filing date: 2026-03-18 (Accession 0001724040-26-000008).
• Prices: tax-withheld shares disposed at $156.79 per share; conversions shown at $0.00 (derivative conversion).
• Shares acquired via conversion: 1,731; shares withheld/sold for taxes: 768 (proceeds $120,414); net shares retained: 963.
• Shares owned after transaction: not disclosed in the filing.
• Notable footnotes: withholdings were automatic to pay taxes in connection with RSU and MSU vesting; RSUs converted 1:1 to shares; MSU payout for the vested tranche was 105.38% (performance-based payout; payout factor range 60%–200%). One-third of RSUs/MSUs vest annually per award terms.
• Filing appears timely (filed within the standard Form 4 window).

Context

• These entries reflect award grants and standard vesting/conversion of restricted stock units (RSUs) and market/share units (MSUs), not an open-market purchase or a voluntary sale for investment purposes. The withholding of shares to cover taxes is a routine administrative action (similar to a cashless exercise) and does not necessarily indicate a change in the insider’s view of the company.