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WEX Inc.·4

Mar 17, 8:27 PM ET

Stroup Karen B. 4

Research Summary

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Updated

WEX CDO Karen Stroup Receives RSUs/MSUs; Shares Withheld

What Happened Karen B. Stroup, Chief Digital Officer of WEX Inc. (WEX), had equity awards vest on March 15, 2026. A total of 9,021 shares were issued upon the vesting/conversion of restricted stock units (RSUs) and market share units (MSUs). To satisfy tax withholding obligations, 2,993 of those shares were automatically withheld by the company (tax withholding), resulting in cash value withheld of about $478,731 at $159.95 per share. The net shares delivered to Stroup after withholding were 6,028 shares. These transactions are vesting conversions (derivative exercises), not open‑market sales.

Key Details

  • Transaction date: March 15, 2026; Form 4 filed March 17, 2026.
  • Transaction codes: M = exercise/conversion of derivative (vesting conversion); F = payment of exercise price or tax liability (shares withheld for taxes).
  • Aggregate activity:
    • 9,021 shares acquired upon vesting/conversion (no cash exercise price).
    • 2,993 shares withheld to cover taxes at $159.95 each, totaling $478,731 (breakdown below).
    • Net shares delivered to insider: 6,028.
  • Per‑tranche withholding (from the filing):
    • 160 shares withheld ($25,592) related to a 655‑share conversion.
    • 179 shares withheld ($28,631) related to a 732‑share conversion.
    • 2,448 shares withheld ($391,558) related to a 7,112‑share MSU tranche.
    • 206 shares withheld ($32,950) related to a 522‑share conversion.
  • Shares owned after transaction: not specified in the provided filing data.
  • Filing timeliness: Form 4 was filed March 17, 2026 for transactions on March 15, 2026; the filing does not indicate a late report.

Context

  • These were not open‑market sales; they reflect routine vesting/conversion of equity awards (RSUs and performance‑based MSUs) and automatic share withholding to pay taxes (common “sell‑to‑cover” or withholding treatment).
  • The MSU tranche noted in the filing (7,112 shares) vested based on a payout factor of 71.27% (MSU payouts are tied to a formulaic performance/price factor; minimum payout threshold is 60%).
  • For retail investors, vesting + withholding transactions are standard compensation events and do not necessarily indicate a change in insider sentiment; purchases or open‑market acquisitions typically carry more informational weight.