WEX 8-K
WEX Inc. (WEX)
8-K
2026-01-12
For: 2026-01-10
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Address of Principal Executive Offices
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Zip Code
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Registrant's telephone number, including area code
(207 )
733-8171
(Former name or former address if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 10, 2026, Shikhar Ghosh and Jack VanWoerkom each notified the Board of Directors (the “Board”) of WEX Inc. (the “Company”) that they intend to
retire from the Board effective as of the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and will therefore not stand for re-election to the Board at the Annual Meeting. Neither Mr. Ghosh’s nor VanWoerkom’s decision to retire
was the result of any disagreement relating to the Company’s operations, policies or practices. Subsequently, the Board voted that, effective as of the Annual Meeting, the number of seats on the Board will be reduced from twelve (12) to ten (10).
The Board has determined that David Foss will assume the roles of Vice Chair and Lead Independent Director following Mr. VanWoerkom’s retirement. Mr. Foss
will receive additional compensation for his service as Lead Independent Director consistent with the Company’s non-employee director compensation program.
| Item 7.01 |
Regulation FD Disclosure.
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On January 12, 2026, the Company issued a press release regarding Messrs. Ghosh and
VanWoerkom’s retirement and the appointment of Mr. Foss as the Company’s new Vice Chair and Lead Independent Director, which includes a preview of the general direction of the Company’s fourth quarter results.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this item, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended or otherwise subject to the liability of such section. Furthermore, the information in this item shall not be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as
amended, unless specifically identified as being incorporated by reference.
EXHIBIT INDEX
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Exhibit No.
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Description
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Press release of WEX Inc. dated January 12, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WEX INC.
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Date: January 12, 2026
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By:
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/s/ Jagtar Narula
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Jagtar Narula
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Chief Financial Officer
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Exhibit 99.1
WEX Advances Multi-Year Board Refreshment Plan
David Foss Appointed as Vice Chair and Lead Independent Director, Effective as of the Company’s 2026 Annual Meeting of Stockholders
Shikhar Ghosh and Jack VanWoerkom to Retire from the Board of Directors
PORTLAND, Maine - January 12, 2026 - WEX (NYSE: WEX) (“WEX” or the “Company”), the global commerce platform that simplifies the business of running a business, today
announced changes to the composition and leadership of the Company’s Board of Directors (the “Board”) to further enhance the effectiveness of the Board’s oversight.
For several years, the Board has been developing and executing a plan to support thoughtful renewal and an orderly transition of independent director leadership, helping
to ensure the Board remains well positioned to oversee emerging risks and capitalize on the Company’s many opportunities to create long-term value. Reflecting input received through ongoing engagement with stockholders, the Board is advancing the
next phase of its planned evolution.
Pursuant to this plan, David Foss, former President and Chief Executive Officer of Jack Henry & Associates, will assume the role of Vice Chair and Lead Independent
Director, effective as of the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). In addition, Shikhar Ghosh and Jack VanWoerkom will retire from the Board, effective as of the Annual Meeting. Following the Annual Meeting, the
Board will be comprised of ten members.
“One of the Board’s most important responsibilities is to ensure that its composition and leadership structure support effective oversight over the long term,” said
Melissa Smith, WEX’s Chair, Chief Executive Officer, and President. “As our business and industry have continued to change rapidly, the Board has been executing a comprehensive, carefully considered plan to refresh and augment its membership and
transition its independent leadership. Today’s announcement represents the next phase of the Board’s deliberate evolution. We appreciate the constructive feedback received through our ongoing engagement with stockholders, and we welcome their input
as we continue to evaluate opportunities to further strengthen the Board’s oversight.”
Ms. Smith continued, “On behalf of the Board, I want to thank Shikhar and Jack for their dedicated stewardship. During their tenures, they have helped oversee WEX’s
evolution from a small fleet services business into a global payments and technology company with deep vertical expertise that enables more than 600,000 customers to simplify their businesses and optimize their workflows. Jack’s steady leadership
and deep institutional knowledge, together with Shikhar’s valuable insights into emerging technological and strategic risks and opportunities, have been instrumental to WEX’s profound transformation. We are grateful for their many contributions and
wish them both all the very best following their retirement from the Board.”
David Foss, incoming Vice Chair and Lead Independent Director added, “I have followed WEX for many years and have long admired the Company for its consistent growth,
steady profitability, and commitment to innovation. I joined the Board this past November because I believe WEX has a tremendous opportunity to leverage its scale, infrastructure, and payments expertise to deliver compelling solutions for customers
and strong returns for stockholders. Since joining the Board, I have observed firsthand how the Company’s businesses complement each other and strengthen the whole. WEX has the right strategy in place and a promising future, and the Board and
leadership team are working hard to ensure the Company realizes its abundant potential.”
Mr. Foss continued, “I am honored that my colleagues on the Board have entrusted me to serve as the Vice Chair and Lead Independent Director. As I step into this new
role, the Board will remain focused on ensuring that WEX continues to have a strong leadership team that is aligned with stockholders, the optimal business configuration, effective investor communications, and a value-accretive capital allocation
plan. I look forward to continuing to work diligently on these initiatives with my fellow directors and the leadership team to create enduring value for all stakeholders.”
Ms. Smith concluded, “WEX closed the year with a strong quarter. We look forward to discussing it and our bright prospects on our upcoming earnings call. With this
dedicated and accomplished Board and disciplined execution of our strategy, I believe the Company is well positioned for continued success.”
About WEX
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded,
personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility, and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and
reach their full potential. For more information, please visit www.wexinc.com.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements including, but not limited to, statements regarding the future composition of the Company’s Board of Directors,
including its Vice Chair and Lead Independent Director, as well as the Company’s future financial and operational results and its and the Board’s plans, goals, expectations and objectives. Any statements in this press release that are not
statements of historical facts are forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “positions,” “confidence,” and
similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations, and intentions and are not
historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the composition of the Company’s Board of Directors, including its Vice Chair and Lead Independent Director, or the Company’s actual
results or performance to be materially different from the future state or from future results or performance expressed or implied by these forward-looking statements, including, but not limited to, the risks and uncertainties identified in Item 1A
of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2025, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with
the SEC on October 30, 2025 and subsequent filings with the SEC. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on these statements. The Company disclaims any obligation to
update any forward-looking statements as a result of new information, future events, or otherwise.
News Media Contact:
WEX
Cuthbert Langley, 843-670-7490
Investor Contact:
WEX
Steve Elder, 207-523-7769