SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Smith Melissa D

(Last)(First)(Middle)
C/O WEX INC.
1 HANCOCK STREET

(Street)
PORTLAND MAINE 04101

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WEX Inc. [ WEX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO and President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026M(1)23,187A$104.95149,812(2)D
Common Stock09/01/2026M(1)4,922A$99.69154,734D
Common Stock09/01/2026S(1)180D$186.48(3)(4)154,554D
Common Stock09/01/2026S(1)9,245D$189.12(4)(5)145,309D
Common Stock09/01/2026S(1)7,575D$189.87(4)(6)137,734D
Common Stock09/01/2026S(1)11,109D$191.11(4)(7)126,625D
Common Stock18,277IBy husband
Common Stock1,693IFBC Irrevocable Trust(8)
Common Stock1,692IBDC Irrevocable Trust(8)
Common Stock1,693IGMC Irrevocable Trust(8)
Common Stock42,274IMelissa D. Smith 2025 Trust(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$104.9509/01/2026M(1)23,187 (10)03/20/2027Common Stock23,187$00D
Stock Option (right to buy)$99.6909/01/2026M(1)4,922 (11)05/10/2027Common Stock4,922$00D
Explanation of Responses:
1. The reported exercise of options and subsequent sale of shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 6/2/2026. The reporting person exercised two stock option awards that were scheduled to expire on March 20, 2027 and May 10, 2027, respectively. The options would have been forfeited if not exercised prior to their respective expiration dates.
2. Reflects distribution of 14,809 shares of common stock in accordance with the terms of the trust on August 28, 2026, from the Melissa D. Smith 2024 Trust, which are now directly held by the reporting person.
3. The price listed is a weighted average price. These shares were sold for between $186.30 and $186.65, inclusive.
4. Upon request, the reporting person will provide the Securities and Exchange Commission, WEX Inc. or any security holder of WEX Inc. with full information regarding the number of shares sold at each separate purchase price.
5. The price listed is a weighted average price. These shares were sold for between $188.26 and $189.25, inclusive.
6. The price listed is a weighted average price. These shares were sold for between $189.50 and $190.19, inclusive.
7. The price listed is a weighted average price. These shares were sold for between $191.11 and $191.17, inclusive.
8. This trust was first described in a Form 4 filed by the reporting person on 06/28/2022.
9. This trust was first described in a Form 4 filed by the reporting person on 02/25/2026.
10. This stock option vested with respect to one-third of these shares each on 03/20/2018, 03/20/2019, and 03/20/2020.
11. Half of the performance based non-statutory stock options ("Performance-Based NSOs") reported on the reporting person's Form 4 dated May 12, 2017 (the "Original Form 4"), vested on June 26, 2020 when the Company's closing stock price was at least $149.54 for twenty consecutive trading days. Another quarter of the Performance-Based NSOs vested on December 29, 2020 when the Company's closing stock price was at least $174.45 for twenty consecutive trading days. The last remaining quarter of the Performance-Based NSOs vested on March 8, 2021 when the Company's closing stock price was at least $199.38 for twenty consecutive trading days. Please reference the Original Form 4 for further information regarding the vesting of the Performance-Based NSOs.
Remarks:
/s/ Matthew Finkelstein, as attorney in-fact for Melissa D. Smith09/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)