Stroup Karen B. 4

What Happened

Karen B. Stroup, Chief Digital Officer of WEX Inc. (WEX), received equity awards that vested/converted and had shares automatically withheld to cover tax withholding. On March 16, 2026 she was granted awards (5,358 RSU-type units and 4,019 target MSUs). On March 17, 2026 portions vested/converted into common stock: 843 RSUs and 888 MSU-related units converted to shares (conversion/exercise entries recorded at $0.00). To satisfy tax withholding, WEX withheld 332 shares (RSU withholding) and 350 shares (MSU withholding) at $156.79 per share, totaling $52,054 and $54,877 respectively (combined ≈ $106,931).

Key Details

• Transaction dates: grants on 2026-03-16; vesting/conversions and tax withholding on 2026-03-17. Filing date: 2026-03-18 (Form 4).
• Prices: conversions/exercises recorded at $0.00 (derivative conversions). Withheld share price for tax payment: $156.79 per share.
• Withheld shares for taxes: 332 (RSUs) + 350 (MSUs) = 682 shares; cash value ≈ $106,931.
• Award/grant quantities: 5,358 RSU-type units and 4,019 target MSUs granted on 3/16/2026 (MSUs are performance-based).
• MSU payout note: the MSU tranche that vested on 3/17/2026 reflects a 105.38% payout factor (first tranche of a 3-year award); MSUs convert to shares based on a payout multiplier (min 60%, max 200%).
• Filing timeliness: filed 3/18/2026 for transactions on 3/16–3/17/2026 — appears timely (not marked late).
• Shares owned after transaction: not specified in the provided filing excerpt.

Context

• These entries are award vesting/conversions and tax withholding, not open-market sales or purchases. The F-code transactions reflect shares withheld by the company to pay tax obligations upon vesting (common practice, often called a “sell-to-cover” or automatic withholding).
• MSUs are performance-based restricted share units; payout depends on a measured stock-price ratio around grant and vesting dates. RSUs converted 1:1 to common stock on vesting per the footnotes.