Drew Ann Elena 4

What Happened

• Drew Ann Elena, WEX’s Chief Risk and Compliance Officer, received equity awards and had restricted stock/unit awards convert into common shares in mid‑March 2026. On March 16, 2026 she was granted awards (3,062 RSUs and a target of 2,297 MSUs). On March 17, 2026 a tranche of awards converted: 506 RSU shares and 533 MSU shares (1,039 total) converted into common stock.
• To satisfy tax withholding, WEX automatically withheld 225 RSU shares and 237 MSU shares (462 shares total) and disposed of those shares at $156.79 per share, generating approximately $35,278 and $37,159 respectively (about $72,437 combined). Net shares delivered to Ms. Elena from this conversion were roughly 577 shares.

Key Details

• Transaction dates: Grants on 2026-03-16; conversions/vests and tax withholding on 2026-03-17. Form 4 filed 2026-03-18 (timely).
• Withholding price: $156.79 per share for the tax withholding disposals.
• Shares converted: 506 RSU shares + 533 MSU-converted shares = 1,039 shares.
• Shares withheld for taxes: 225 (RSU) + 237 (MSU) = 462 shares; value ≈ $72,437.
• Net shares issued to insider after withholding: ~577 shares (1,039 − 462).
• Shares owned after the transactions: not specified in the provided data.
• Relevant footnotes: withholding is routine tax payment (F1, F2); RSUs convert 1:1 on vesting and vest in thirds (F3–F4); MSUs are performance-based and convert based on a payout factor (minimum 60%, max 200%) — the tranche that vested reflected a 105.38% payout for the MSU award granted March 17, 2025 (F5–F7). The 3/16/2026 MSU award target is 2,297 shares (F8).

Context

• These transactions are routine compensation events: RSU/MSU vesting and company share withholding to pay taxes (a cashless-withholding method), not an open-market sale or purchase. The MSU payout above 100% (105.38% for the vested tranche) means the performance tranche converted into more than the target number of shares for that award.
• Awards/vests reflect compensation and vesting schedules rather than an express buy/sell signal by the insider.