WEX Inc 10-Q for FY2026 Q3
WEX Inc. (WEX)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
WEX Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
For the nine months ended September 30, 2026, WEX reported revenue of $2,207.5 million and net income attributable to shareholders of $320.3 million; Mobility operating income increased to $405.6 million, helped by higher average U.S. fuel prices. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $780.1M
- up 12.8% from $691.8M a year earlier
- Net income
- $134.1M
- up 67.0% from net income of $80.3M a year earlier
- Diluted EPS
- $3.88
- up 68.7% from $2.30 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-32426
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(207 ) 773–8171
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
☒ | Accelerated Filer | ☐ | |||||||||||||||
Non-accelerated Filer | ☐ | Smaller Reporting Company | |||||||||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).
☐ Yes ☒ No
Number of shares of common stock outstanding as of October 26, 2026 was 32,864,048 .
TABLE OF CONTENTS | ||||||||
PART I—FINANCIAL INFORMATION | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
PART II—OTHER INFORMATION | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
2
Unless otherwise indicated or required by the context, the terms “we,” “us,” “our,” “WEX,” or the “Company,” in this Quarterly Report on Form 10–Q refers to WEX Inc. and all of its subsidiaries that are consolidated under Generally Accepted Accounting Principles in the United States.
FORWARD–LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report on Form 10-Q includes forward-looking statements including, but not limited to, statements about management’s plans and goals. Any statements in this Quarterly Report that are not statements of historical facts are forward-looking statements. When used in this Quarterly Report, the words “anticipate,” “believe,” “commit,” “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 actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report and in oral statements made by our authorized officers:
•the impact of fluctuations in the amount of fuel purchased and sold by our customers and retail partners, respectively, fuel price volatility, and the actual price of fuel, including fuel spreads in the Company’s international markets, and the resulting impact on the Company’s results, including margins, revenues, and net income;
•the effects of general economic conditions and the amount of business activity in the economies in which we operate, including, but not limited to, conditions resulting from market volatility, an economic recession, the impact of tariffs, international trade wars or other international conflicts, including ongoing military conflicts, supply chain disruptions, increasing unemployment, inflation, changes in interest rates and declining consumer confidence, which may lead to, among other things, a decline or stagnation or volatility in demand for fuel, corporate payment services, travel related services, or employee benefits related products and services;
•the failure to meet the applicable requirements or commitments under Mastercard or Visa contracts and rules;
•the extent to which unpredictable events in the locations in which the Company or the Company’s customers operate or elsewhere may adversely affect the Company’s employees, ability to conduct business, results of operations and financial condition;
•the impact and size of credit losses, including fraud losses, and other adverse effects if the Company fails to adequately assess and monitor credit risk or fraudulent use of our payment cards or systems;
•the impact of changes to the Company’s credit standards;
•limitations on, or compression of, interchange fees, including as a result of regulatory changes;
•the effect of adverse financial conditions affecting the banking system;
•failure to implement new technologies and products;
•the failure to realize or sustain the expected benefits from investments in our capabilities and other initiatives;
•the failure to compete effectively in order to maintain or renew key customer and partner agreements and relationships, to maintain volumes under such agreements or to favorably differentiate ourselves from our competitors;
•the ability to attract and retain employees;
•the failure to realize the benefits of acquisitions or divestitures we have completed or may undertake;
•the failure to achieve commercial and financial benefits as a result of our strategic minority equity investments;
•the impact of foreign currency exchange rates on the Company’s operations, revenue and income and other risks associated with our operations outside the United States;
•the failure to adequately safeguard custodial HSA assets;
•the incurrence of impairment charges if the Company’s assessment of the fair value of certain of its reporting units or assets changes;
•the uncertainties of investigations and litigation;
•the ability of the Company to protect its intellectual property and other proprietary rights;
3
•the impact of actions of activist investors including costs and expenses incurred to address activism-related matters and the distraction of management from business operations in responding to those actions, including any proposals or proxy contest for the election of directors at our annual meeting of stockholders;
•the impact of market volatility, regulatory capital requirements and other regulatory requirements on the operations of WEX Bank or its ability to make payments to WEX Inc.;
•the impact of the Company’s debt instruments on the Company’s operations;
•the impact of increased leverage on the Company’s operations, results or borrowing capacity generally;
•our ability to achieve our capital allocation priorities;
•changes in interest rates;
•the ability to refinance certain indebtedness or obtain additional financing;
•the actions of regulatory bodies, including tax, banking and securities regulators, or possible changes in tax, banking or financial regulations impacting the Company’s industrial bank, the Company as the corporate parent or other subsidiaries or affiliates;
•the failure to comply with the Treasury Regulations applicable to non-bank custodians;
•the impact from breaches of, or other issues with, the Company’s technology systems or those of its third-party service providers and any resulting negative impact on the Company’s reputation, liabilities or relationships with customers or merchants;
•the impact of regulatory developments with respect to privacy and data protection;
•the impact of any disruption to the technology and electronic communications networks we rely on;
•the ability to adopt, implement and use artificial intelligence technologies across our business successfully and ethically;
•the ability to maintain effective systems of internal controls;
•the failure to repurchase shares in line with our expectations at favorable prices, if at all;
•the impact of provisions in our charter documents, Delaware law and applicable banking laws that may delay or prevent our acquisition or other strategic actions by a third party; as well as
•other risks and uncertainties identified in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026, and subsequent filings with the SEC.
The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
4
ACRONYMS AND ABBREVIATIONS
The acronyms and abbreviations identified below are used in this Quarterly Report, including the condensed consolidated financial statements and the notes thereto. The following is provided to aid the reader and provide a reference point when reviewing this Quarterly Report.
| A&R 2019 Plan | The Company’s Amended and Restated 2019 Equity and Incentive Plan, as amended on May 15, 2025. | ||||
| Adjusted free cash flow | A non-GAAP measure calculated as cash flows from operating activities adjusted for the inclusion of (i) net sales and maturities or purchases of current investment securities, (ii) capital expenditures, and (iii) Net Funding Activity; the exclusion of (iv) changes in WEX Bank cash balances; and the inclusion or exclusion of (v) certain other adjustments, as applicable. | ||||
| Adjusted net income or ANI | A non-GAAP measure that adjusts net income to exclude all items excluded in adjusted operating income, further excluding unrealized gains and losses on financial instruments, net foreign currency gains and losses, debt issuance cost amortization, tax related items and certain other non-operating items, as applicable depending on the period presented. | ||||
| Adjusted operating income | A non-GAAP measure that adjusts operating income to exclude specified items that the Company’s management excludes in evaluating performance, including acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, other costs and certain non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented. | ||||
| ASU | Accounting Standards Update | ||||
| Average number of SaaS accounts | Represents the average number of active consumer-directed health, COBRA, and billing accounts on our SaaS platforms. HSA accounts for which WEX Inc. serves as the non-bank custodian under designation by the U.S. Department of Treasury are included in this average. | ||||
| B2B | Business-to-Business | ||||
| CODM | Chief Operating Decision Maker | ||||
| Company | WEX Inc. and all entities included in the consolidated financial statements. | ||||
| Corporate Cash | Calculated in accordance with the terms of our consolidated leverage ratio in the Company’s Credit Agreement. | ||||
| Credit Agreement | Amended and Restated Credit Agreement entered into on April 1, 2021 (as amended from time to time) by and among the Company and certain of its subsidiaries, as borrowers, and Bank of America, N.A., as administrative agent on behalf of the lenders. | ||||
| DSUs | Deferred stock units held by non-employee directors. | ||||
| FASB | Financial Accounting Standards Board | ||||
| FDIC | Federal Deposit Insurance Corporation | ||||
| Federal Reserve Bank Discount Window | Monetary policy that allows WEX Bank to borrow funds on a short-term basis to meet temporary shortages of liquidity caused by internal or external disruptions. | ||||
| FHLB | Federal Home Loan Bank | ||||
| FSA | Flexible spending account | ||||
| GAAP | Generally accepted accounting principles in the United States | ||||
| HRA | Health reimbursement arrangements | ||||
| HSA | Health savings account | ||||
| HSA Yield | HSA Yield is calculated by dividing total custodial investment revenue by average HSA custodial cash assets. | ||||
| Indenture | The indenture dated as of March 6, 2025, among the Company, the subsidiary guarantors party thereto and Citibank, N.A., as trustee, which governs the Senior Notes. | ||||
| IRS | Internal Revenue Service | ||||
| MSUs | Market share units | ||||
| NAV | Net asset value | ||||
| Net Funding Activity | Includes changes in HSA deposits invested in debt securities and changes in deposits, net advances from the FHLB, changes in participation debt, and changes in borrowed federal funds, as applicable, which are all used as part of WEX Bank’s accounts receivable financing strategy. | ||||
| Net interchange rate | Represents the percentage of the dollar value of each payment processing transaction that WEX records as revenue from merchants, less certain discounts given to customers and network fees. | ||||
5
| Net late fee rate | Net late fee rate represents late fee revenue as a percentage of fuel purchased by fleets that have a payment processing relationship with WEX. | ||||
| Net payment processing rate | The percentage of each payment processing $ of fuel that the Company records as revenue from merchants less certain discounts given to customers and network fees. | ||||
| Operating cash flow | Net cash provided by (used for) operating activities | ||||
| Operating interest | Interest expense incurred on the operating debt obtained to provide liquidity for the Company’s short-term receivables or used for investing purposes in fixed income debt securities. | ||||
| Over-the-road | Typically, heavy trucks traveling long distances. | ||||
| Payment processing $ of fuel | Total dollar value of the fuel purchased by fleets that have a payment processing relationship with WEX. | ||||
| Payment processing transactions | Total number of purchases made by fleets that have a payment processing relationship with the Company where the Company maintains the receivable for the total purchase. | ||||
| Processing costs | Expenses related to processing transactions, servicing customers and merchants and costs of goods sold related to hardware and other product sales. | ||||
| PSUs | Performance stock units | ||||
| Purchase volume | Purchase volume in the Corporate Payments segment represents the total dollar value of all WEX-issued transactions that use WEX corporate card products and virtual card products. Purchase volume in the Benefits segment represents the total dollar value of all transactions where interchange is earned by WEX. | ||||
| Revolving Credit Facility | The Company’s secured revolving credit facility under the Credit Agreement | ||||
| RSUs | Restricted stock units | ||||
| SaaS | Software-as-a-Service | ||||
| SEC | Securities and Exchange Commission | ||||
| Senior Notes | $550.0 million 6.500% senior unsecured notes, issued March 6, 2025 and due March 15, 2033 | ||||
| Service fees | Costs incurred from third-party networks utilized to deliver payment solutions and other third-parties utilized in performing services directly related to generating revenue. | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| Tender Offer | The Company’s modified “Dutch auction” tender offer, that was completed on March 31, 2025, to purchase for cash up to $750 million in value of shares of its common stock upon the terms and subject to the conditions described in that certain Schedule TO and the exhibits thereto, that were originally filed by the Company with the SEC on February 26, 2025 and subsequently amended. | ||||
| Topic 606 | Accounting Standards Codification Section 606, Revenue from Contracts with Customers | ||||
| Total segment adjusted operating income | A non-GAAP measure that adjusts operating income to exclude specified items that the Company’s management excludes in evaluating segment performance, including unallocated corporate expenses, acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, other costs and certain non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented. | ||||
| Total volume | Includes purchases on WEX-issued accounts as well as purchases on third party-issued accounts using a WEX platform. | ||||
| UDFI | Utah Department of Financial Institutions | ||||
| VIE | Variable interest entity | ||||
| WEX | WEX Inc., and all of its subsidiaries that are consolidated under accounting principles generally accepted in the United States, unless otherwise indicated or required by the context. | ||||
| WEX Australia | WEX Card Holdings Australia Pty Ltd and its subsidiaries | ||||
| WEX Bank | An industrial bank organized under the laws of the State of Utah, and wholly owned subsidiary of WEX Inc. | ||||
| WEX Europe Services | WEX Europe Service Limited, a European Mobility business | ||||
6
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
WEX Inc. Condensed Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Finance fee revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Processing costs | |||||||||||||||||||||||
| Service fees | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Operating interest | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total cost of services | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Financing interest expense, net of financial instruments | ( | ( | ( | ( | |||||||||||||||||||
| Change in fair value of contingent consideration | ( | ( | ( | ||||||||||||||||||||
| Net foreign currency (loss) gain | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income attributable to shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income attributable to shareholders per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
7
| PART I | |||||
WEX Inc. Condensed Consolidated Statements of Comprehensive Income
(in millions)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income attributable to shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Unrealized (loss) gain on available-for-sale debt securities | ( | ( | |||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive (loss) income | $ | ( | $ | $ | $ | ||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
8
| PART I | |||||
WEX Inc. Condensed Consolidated Balance Sheets
(in millions, except per share data)
(unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
Cash and cash equivalents(1) | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Investment securities | |||||||||||
Securitized accounts receivable, restricted(1) | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, equipment and capitalized software (net of accumulated depreciation of $ | |||||||||||
| Goodwill | |||||||||||
Other intangible assets (net of accumulated amortization of $ | |||||||||||
| Investment securities | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Restricted cash payable | |||||||||||
| Short-term deposits | |||||||||||
Short-term debt, net(1) | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ Equity | |||||||||||
Common stock $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock at cost; | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
(1) The Company’s condensed consolidated balance sheets include assets and liabilities of consolidated VIEs. See Note 10, Financing and Other Debt, for further details.
See notes to the unaudited condensed consolidated financial statements.
9
| PART I | |||||
WEX Inc. Condensed Consolidated Statements of Stockholders’ Equity
(in millions)
(unaudited)
| Common Stock Issued | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Reclassification of liability-classified awards to equity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchases for tax withholdings | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale debt securities | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchases for tax withholdings | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale debt securities | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchases for tax withholdings | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale debt securities | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
10
| PART I | |||||
WEX Inc. Condensed Consolidated Statements of Stockholders’ Equity (continued)
(in millions)
(unaudited)
| Common Stock Issued | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchases for tax withholdings | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale debt securities | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchases for tax withholdings | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale debt securities | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock issued under share-based compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchases for tax withholdings | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on available-for-sale debt securities | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements.
11
| PART I | |||||
WEX Inc. Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash (used for) provided by operating activities: | |||||||||||
| Stock-based compensation | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for credit losses | |||||||||||
| Other non-cash adjustments | |||||||||||
| Net change in operating assets and liabilities | ( | ( | |||||||||
| Net cash (used for) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property, equipment and capitalized software | ( | ( | |||||||||
| Purchases of equity securities and other investments | ( | ( | |||||||||
| Purchases of available-for-sale debt securities | ( | ( | |||||||||
| Sales and maturities of available-for-sale debt securities | |||||||||||
| Acquisition of intangible assets | ( | ||||||||||
| Other investing activities | ( | ||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Net change in deposits | |||||||||||
| Net change in restricted cash payable | ( | ( | |||||||||
| Borrowings on revolving credit facility | |||||||||||
| Repayments on revolving credit facility | ( | ( | |||||||||
| Borrowings on term loans | |||||||||||
| Repayments on term loans | ( | ( | |||||||||
| Proceeds from issuance of Senior Notes | |||||||||||
| Advances from the FHLB | |||||||||||
| Repayments to the FHLB | ( | ( | |||||||||
| Net change in borrowed federal funds | |||||||||||
| Net borrowings (repayments) on other debt | ( | ||||||||||
| Payments of deferred and contingent consideration | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
See notes to the unaudited condensed consolidated financial statements.
12
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. | Basis of Presentation | ||||
The accompanying condensed consolidated financial statements, which include the accounts of WEX Inc. and its subsidiaries, have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10–Q and Rule 10–01 of Regulation S–X. Accordingly, they exclude certain disclosures required by GAAP for a complete set of financial statements. Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to “WEX,” the “Company,” “we” or “our” refer to WEX Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation in accordance with GAAP have been included. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results for any future periods or the year ending December 31, 2026. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements that are included in the Company’s Annual Report on Form 10–K for the year ended December 31, 2025, filed with the SEC on February 13, 2026 (“2025 Annual Report”).
The Company rounds amounts in the condensed consolidated financial statements to millions and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot or recalculate based on reported numbers due to rounding. We have included certain terms and abbreviations used throughout this Quarterly Report on Form 10-Q within “Acronyms and Abbreviations” in the front of this document.
2. | Significant Accounting Policies | ||||
Significant Accounting Policies
The significant accounting policies used in preparation of these condensed consolidated financial statements as of and for the nine months ended September 30, 2026, are consistent with those discussed in “Note 1, Basis of Presentation and Summary of Significant Accounting Policies” to the consolidated financial statements in our 2025 Annual Report.
Cash and Cash Equivalents and Restricted Cash
The following table provides a reconciliation of end of period cash, cash equivalents and restricted cash reported within our condensed consolidated statements of cash flows to amounts within our condensed consolidated balance sheets for the periods ended:
| September 30, 2026 | September 30, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | $ | |||||||||
Recent Accounting Pronouncements
The Company evaluates all ASUs recently issued by the FASB for consideration of their applicability. Any recently issued ASUs not listed in the following table were assessed and determined to either not be applicable, or have not had, or are not expected to have, a material impact on our condensed consolidated financial statements.
13
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606. The expedient allows an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. The Company has evaluated the provisions of this ASU and has determined not to elect the practical expedient.
The Company did not adopt any accounting standards during the nine months ended September 30, 2026.
| Standard | Description | Date/Method of Adoption | Effect on financial statements or other significant matters | |||||||||||||||||
Not Yet Adopted as of September 30, 2026 | ||||||||||||||||||||
ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | Requires disclosure in the notes to the financial statements of specified information about certain costs and expenses (including the amounts of employee compensation, depreciation and intangible asset amortization) included within each income statement expense caption. | The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU, or (2) retrospectively to all prior periods presented in the financial statements. | The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures. | |||||||||||||||||
ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | Modernizes the accounting for internal-use software. The update eliminates the prescriptive software development stages (e.g., preliminary project stage, application development stage) and instead requires capitalization to begin when management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. | The standard is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments may be applied using a prospective, modified, or retrospective transition approach. | The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements and related disclosures. | |||||||||||||||||
ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans | The amendments in this update expand the use of the “gross-up” approach to certain acquired loans beyond purchased financial assets with credit deterioration. Under this approach, an allowance for expected credit losses is recognized at acquisition, offsetting the loan’s amortized cost basis, thereby eliminating the day-one credit loss expense previously required. | The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied on a prospective basis to loans acquired on or after the initial application date. | We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements. | |||||||||||||||||
3. | Revenues | ||||
In accordance with Topic 606, revenue is recognized when, or as, performance obligations are satisfied as defined by the terms of the contract, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services provided. Income recognized that is not derived from a contract with a customer within the scope of Topic 606 is included within Non-Topic 606 revenues.
The following tables disaggregate the Company’s consolidated revenues, substantially all of which relate to services transferred to the customer over time:
14
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| (in millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Topic 606 revenues | |||||||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total Topic 606 revenues | $ | $ | $ | $ | |||||||||||||||||||
| Non-Topic 606 revenues | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| (in millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Topic 606 revenues | |||||||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total Topic 606 revenues | $ | $ | $ | $ | |||||||||||||||||||
| Non-Topic 606 revenues | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| (In millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Topic 606 revenues | |||||||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total Topic 606 revenues | $ | $ | $ | $ | |||||||||||||||||||
| Non-Topic 606 revenues | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| (In millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Topic 606 revenues | |||||||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total Topic 606 revenues | $ | $ | $ | $ | |||||||||||||||||||
| Non-Topic 606 revenues | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
The majority of the Company’s receivables, which are excluded from the table below, are either due from cardholders who have not been deemed our customer as it relates to interchange income, or from revenues earned outside of the scope of Topic 606. The Company’s contract assets consist of upfront payments to customers under long-term contracts and are recorded upon the later of when the Company recognizes revenue for the transfer of the related goods or services or
15
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
when the Company pays or promises to pay the consideration. The resulting asset is amortized against revenue as the Company satisfies its performance obligations under these arrangements. The Company’s contract liabilities consist of customer payments received before the Company has satisfied the associated performance obligations. The following table provides information about these contract balances:
(in millions) | ||||||||||||||||||||
| Contract balance | Location on the condensed consolidated balance sheets | September 30, 2026 | December 31, 2025 | |||||||||||||||||
| Receivables | Accounts receivable, net | $ | $ | |||||||||||||||||
| Contract assets | Prepaid expenses and other current assets | |||||||||||||||||||
| Contract assets | Other assets | |||||||||||||||||||
| Contract liabilities | Accrued expenses and other current liabilities | |||||||||||||||||||
| Contract liabilities | Other liabilities | |||||||||||||||||||
During the three and nine months ended September 30, 2026 and 2025, the Company recognized revenue of $5.4 million and $21.9 million and $5.6 million and $21.8 million, respectively, included in the opening contract liabilities balances.
Remaining Performance Obligations
The Company’s unsatisfied or partially unsatisfied performance obligations as of September 30, 2026, represent the remaining minimum monthly fees on a portion of contracts across the lines of business, deferred revenue associated with stand ready payment processing obligations and contractually obligated professional services yet to be provided by the Company. The total remaining performance obligations below are not indicative of the Company’s future revenue, as they relate to an insignificant portion of the Company’s operations.
The following table includes revenue expected to be recognized by year related to remaining performance obligations as of September 30, 2026.
(in millions) | Remaining 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||||
Minimum monthly fees1 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Other2 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total remaining performance obligations | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
(1)The transaction price allocated to the remaining performance obligations represents the minimum monthly fees on certain service contracts, which contain substantive termination penalties that require the counterparty to pay the Company for the aggregate remaining minimum monthly fees upon an early termination for convenience. These obligations will be recognized within account servicing revenue.
(2)Substantially represents deferred revenue and contractual minimums associated with payment processing service obligations. Consideration associated with certain relationships is variable and the measurement and estimation of contract consideration is contingent upon payment processing volumes and maintaining volume shares, among others.
4. | Acquisitions | ||||
Asset Acquisition
During July 2025, the Company became the co-branded card issuer for the BP Products North America, Inc. (“bp”) Co-branded Commercial Fleet Card program, conditioned in part on completing a purchase and sale agreement with a third party to acquire the bp program portfolio.
During October 2025, the Company entered into a definitive asset purchase agreement to acquire the rights to the existing card program portfolio (“the Purchased Assets”) and existing trade accounts receivable from the third party and the Company advanced consideration of $58.6 million, equal to the Purchased Assets’ agreed upon fair market value premium. Such consideration paid was recorded as a short-term deposit within prepaid expenses and other current assets
16
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
on the condensed consolidated balance sheet as of December 31, 2025. The $58.6 million payment was included within cash flows from investing activities on the consolidated statement of cash flows for the year ended December 31, 2025.
During the first quarter of 2026, the existing card program portfolio was converted onto the Company’s payment processing platform and the contractual closing of the purchase and sale of the Purchased Assets occurred. The cost of the Purchased Assets was accounted for under the asset acquisition method of accounting. The short-term deposit was reclassified to a customer relationship intangible asset and is being amortized over a useful life of 10 years equal to the contract term with bp.
During the second quarter of 2026, the cost of the receivable balances was finalized and payment of $23.0 million was made to the seller. Such payment has been included within cash flows from operating activities on the condensed consolidated statement of cash flows.
5. | Accounts Receivable, Net | ||||
Accounts receivable consists of amounts billed to and due from customers across a wide range of industries and other third parties. The Company often extends short-term credit to cardholders by paying the merchant for the purchase price less the fees it retains and records as revenue, then subsequently collecting the total purchase price from the cardholder. The Company also extends revolving credit to certain small fleets. The Company had approximately $142.5 million and $104.8 million in gross receivables with revolving credit balances as of September 30, 2026 and December 31, 2025, respectively.
The allowance for accounts receivable consists of reserves for both credit and fraud losses, reflecting management’s current estimate of uncollectible balances on its accounts receivable. The following tables present changes in the accounts receivable allowances by portfolio segment:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| (in millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
Provision for credit losses(1) | |||||||||||||||||||||||
Other(2) | |||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries of amounts previously charged-off | |||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| (in millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
Provision for credit losses(1) | |||||||||||||||||||||||
Other(2) | |||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries of amounts previously charged-off | |||||||||||||||||||||||
| Currency translation | ( | ( | |||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
17
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| (In millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
Provision for credit losses(1) | |||||||||||||||||||||||
Other(2) | |||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries of amounts previously charged-off | |||||||||||||||||||||||
| Currency translation | ( | ( | ( | ||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| (In millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
Provision for credit losses(1) | ( | ||||||||||||||||||||||
Other(2) | |||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries of amounts previously charged-off | |||||||||||||||||||||||
| Currency translation | |||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | |||||||||||||||||||
(1)The provision is comprised of estimated credit losses based on the Company’s loss-rate experience and includes adjustments required for forecasted credit loss information. The provision for credit losses reported within this table also includes the provision for fraud losses.
(2)Consists primarily of charges to other accounts. The Company earns revenue by assessing monthly finance fees on accounts with overdue balances. These fees are recognized as revenue at the time the fees are assessed. The finance fee is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. On occasion, these fees are waived to maintain relationship goodwill. Charges to other accounts substantially represent the offset against the late fee revenue recognized when the Company establishes a reserve for such waived amounts.
The following table presents the outstanding balance of trade accounts receivable that are less than 30 and 60 days past due, shown in each case as a percentage of total trade accounts receivable:
Delinquency Status | September 30, 2026 | December 31, 2025 | |||||||||
| Less than 30 days past due | % | % | |||||||||
| Less than 60 days past due | % | % | |||||||||
Concentration of Credit Risk
18
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
6. | Repurchases of Common Stock | ||||
Under share repurchase programs authorized by our board of directors from time to time, the Company may repurchase up to specified dollar values of shares of its common stock through a variety of methods as approved by our board of directors. The number of shares repurchased by the Company during the three and nine months ended September 30, 2026 and 2025 pursuant to previously announced and approved repurchase programs have been recorded as treasury stock in our condensed consolidated balance sheet and are included in the following table.
Summary of Share Repurchases
| (In millions) | Shares | Total Cost1 | |||||||||||||||
| Three months ended September 30, 2026 | $ | ||||||||||||||||
| Nine months ended September 30, 2026 | $ | ||||||||||||||||
| Three months ended September 30, 2025 | $ | ||||||||||||||||
Nine months ended September 30, 2025 | $ | ||||||||||||||||
7. | Earnings per Share | ||||
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock and vested DSUs outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that diluted earnings per share includes the assumed exercise of dilutive options, the assumed issuance of unvested RSUs, performance-based awards for which the performance condition has been met as of the date of determination, and contingently issuable shares that would be issuable if the end of the reporting period was the end of the contingency period, using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds, including cash received from the exercise of employee stock options and the average unrecognized compensation expense for unvested share-based compensation awards, would be used to purchase the Company’s common stock at the average market price during the period.
The following table presents net income and reconciles basic and diluted shares outstanding used in the earnings per share computations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding – Basic | |||||||||||||||||||||||
Dilutive impact of share-based compensation awards(1) | |||||||||||||||||||||||
| Weighted average common shares outstanding – Diluted | |||||||||||||||||||||||
19
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
8. | Derivative Instruments | ||||
Contingent Consideration Derivative Liability
At September 30, 2026 and December 31, 2025, the Company had a contingent consideration derivative liability associated with its asset acquisition from Bell Bank. See Note 13, Financial Instruments − Fair Value and Concentrations of Credit Risk, for further discussion of this derivative and its associated fair value determination.
9. | Deposits | ||||
WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to FDIC rules governing minimum financial ratios. See Note 18, Supplementary Regulatory Capital Disclosure, for further information concerning these FDIC requirements.
WEX accepts its deposits through certain customers as required collateral for credit that has been extended (“customer deposits”) and WEX Bank further accepts deposits through contractual arrangements for brokered and non-brokered certificate of deposit and money market deposit products. Additionally, WEX Bank holds deposits for the benefit of WEX Inc.’s HSA customers subject to the terms of a deposit agreement.
Customer deposits are generally non-interest bearing, certificates of deposit are issued at fixed rates, money market deposits may be issued at both fixed and variable interest rates based on the Federal Funds rate and interest rates on HSA deposits are as defined within the consumer account agreements.
The following table presents the composition of deposits, which are classified as short-term or long-term based on their contractual maturities:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Customer deposits | $ | $ | |||||||||
Contractual deposits with maturities within 1 year(1),(2) | |||||||||||
Interest-bearing money market deposits(1) | |||||||||||
HSA deposits(3) | |||||||||||
| Short-term deposits | $ | $ | |||||||||
| Weighted average cost of funds on contractual deposits outstanding | % | % | |||||||||
| Weighted average cost of interest-bearing money market deposits outstanding | % | % | |||||||||
| Weighted average cost of HSA deposits outstanding | % | % | |||||||||
(1)As of September 30, 2026 and December 31, 2025, all certificates of deposit and money market deposits were in denominations of $250,000
(2)Includes certificates of deposit and certain money market deposits, if any, which have a fixed maturity.
(3)HSA deposits are recorded within short-term deposits on the condensed consolidated balance sheets as the funds can be withdrawn by the account holders at any time.
20
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
10. | Financing and Other Debt | ||||
The following tables summarize the Company’s total outstanding debt as of September 30, 2026 and December 31, 2025.
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
(in millions) | Balance Outstanding | Interest Rate | Balance Outstanding | Interest Rate | |||||||||||||||||||
| Short term debt: | |||||||||||||||||||||||
| Securitized debt (VIEs) | $ | % | $ | % | |||||||||||||||||||
| Participation debt | % | % | |||||||||||||||||||||
| FHLB advances | % | % | |||||||||||||||||||||
| Borrowed federal funds | % | % | |||||||||||||||||||||
Current portion of long-term debt(5) | ** | ** | |||||||||||||||||||||
| Total short term debt, net | $ | $ | |||||||||||||||||||||
** Provided for the total Credit Agreement borrowings below.
| Balance Outstanding at: | |||||||||||
(in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Long-term debt: | |||||||||||
| Credit Agreement: | |||||||||||
Term A-1 Loans(1) | $ | $ | |||||||||
Term B-2 Loans due April 1, 2028(2) | |||||||||||
Term B-3 Loans due March 6, 2032(2) | |||||||||||
Borrowings on Revolving Credit Facility(1) | |||||||||||
Total borrowings under the Credit Agreement(3) | |||||||||||
Total long-term debt(4) | |||||||||||
| Less total unamortized debt issuance costs/discounts | ( | ( | |||||||||
Less current portion of long-term debt(5) | ( | ( | |||||||||
| Long-term debt, net | $ | $ | |||||||||
(1)Bears interest at variable rates, at the Company’s option, plus an applicable margin determined based on the Company’s consolidated leverage ratio. Outstanding borrowings under the Revolving Credit Facility are classified as long-term given they can be rolled forward with interest rate resets through maturity. Note that the maturity date of each of the Term A-1 Loans and Revolving Credit Facility is the earlier of (i) May 10, 2029 and (ii) the date that is 91
(2)Bears interest at variable rates, at the Company’s option, plus an applicable margin, which is fixed at 0.75 percent for base rate borrowings and 1.75 percent with respect to Term SOFR borrowings.
(3)As of September 30, 2026 and December 31, 2025, amounts outstanding under the Credit Agreement bore a weighted average effective interest rate of 5.6 percent and 5.5 percent, respectively.
(4)See Note 13, Financial Instruments − Fair Value and Concentrations of Credit Risk for information regarding the fair value of the Company’s debt.
(5)Current portion of long-term debt as of both September 30, 2026 and December 31, 2025, is net of $8.7
(in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Supplemental information under Credit Agreement: | |||||||||||
Letters of credit(1) | $ | $ | |||||||||
Remaining borrowing capacity on Revolving Credit Facility(2) | $ | $ | |||||||||
(1)Primarily collateralizing Corporate Payments processing activity.
21
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
(2)Total commitments under the Revolving Credit Facility are $1.6 0.25 percent to 0.45 percent of the daily unused portion of the Revolving Credit Facility determined based on the Company’s consolidated leverage ratio. The quarterly commitment fee in effect as of September 30, 2026 and December 31, 2025, was 0.25 percent and 0.30 percent, respectively.
Securitization Debt (VIEs)
Under securitized debt agreements, each month on a revolving basis, the Company sells certain of its Australian and European receivables to bankruptcy-remote entities that are VIEs consolidated by the Company, which in turn use the receivables as collateral to issue securitized debt. Amounts collected on the securitized receivables, including approximately $7.7 million of cash and cash equivalents as of September 30, 2026, and approximately $7.1 million as of December 31, 2025, are restricted to pay the securitized debt and are not available for general corporate purposes. Additionally, creditors of the VIE do not have financial recourse to WEX Inc. The Company pays interest on the outstanding balance of the securitized debt based on variable interest rates plus an applicable margin.
The Company’s securitized debt agreement for the securitization of its European receivables is with MUFG Bank, Ltd., has a maximum revolving borrowing limit of €55.0 million and expires in April 2027, unless otherwise agreed to in writing by the parties. The Company’s securitized debt facility for the securitization of its Australian receivables is with Australia and New Zealand Banking Group Limited, has a varying borrowing limit by month, ranging from a low of A$100.0 million to a high of A$125.0 million, expires in October 2027, and is annually renewable thereafter unless earlier terminated.
Participation Debt
From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. Associated unsecured borrowings generally carry a variable interest rate set according to an applicable reference rate plus a margin, which was 2.25
As of September 30, 2026, the Company had an outstanding participation agreement that allows for total borrowings of up to $70.0 million and expires in December 2026, unless otherwise agreed to in writing by the parties. Borrowings under the participation agreement are included in short-term debt given they may be canceled by either party upon 60 days’ advance written notice.
FHLB Advances
WEX Bank is a member of the Federal Home Loan Bank (FHLB) of Des Moines, which provides WEX Bank short-term funding collateralized by investment securities. WEX Bank had $1.4 billion and $1.1 billion of collateralized borrowings outstanding with the FHLB as of September 30, 2026 and December 31, 2025, respectively. Remaining borrowing capacity as of September 30, 2026, was $14.3 million based on collateral provided as of that date.
Borrowed Federal Funds
WEX Bank borrows from short-term uncommitted federal funds lines of credit extended by various financial institutions to supplement the financing of the Company’s accounts receivable. Under these federal funds lines of credit as of September 30, 2026, WEX Bank had $195.0 million in outstanding borrowings, while as of December 31, 2025, WEX had no outstanding borrowings against these lines of credit.
Other Short Term Borrowings
As an additional source of liquidity, as of September 30, 2026, WEX Bank had pledged $306.3 million of its customer receivables to the Federal Reserve Bank as collateral for potential borrowings through the Federal Reserve Bank Discount Window. Amounts that can be borrowed are based on the amount of collateral pledged and were $229.7 million and $151.0 million as of September 30, 2026 and December 31, 2025, respectively. WEX Bank had no
22
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
Under an uncommitted borrowing facility, WEX Australia can be advanced up to A$21.3 million from Bank of America in short-term funds. Interest accrues on any advances at a rate fixed for each interest period of 1.80 percent above the Australian Bank Bill Buying Rate for that interest period. The Company had no
11. | Off-Balance Sheet Arrangements | ||||
WEX Europe Services and WEX Bank Accounts Receivable Factoring
WEX Europe Services and WEX Bank are each party to separate accounts receivable factoring arrangements with unrelated third-party financial institutions to sell certain of their accounts receivable balances. Each subsidiary continues to service these receivables post-transfer with no participating interest. Upon transfer, proceeds received are recorded net of applicable costs or negotiated discount rates and are recorded in operating activities in the condensed consolidated statements of cash flows. Cost of factoring, which was $2.4 million and $5.0 million for the three and nine months ended September 30, 2026, respectively, and $2.5 million and $6.6 million for the three and nine months ended September 30, 2025, respectively, is recorded within cost of services in the condensed consolidated statements of operations.
The WEX Europe Services agreement automatically renews each January 1 unless either party gives not less than 90 days written notice of their intention to withdraw. Under this agreement, accounts receivable are sold without recourse to the extent that the customer balances are maintained at or below the credit limit established by the buyer. The Company maintains the risk of default on any customer receivable balances in excess of the buyer’s credit limit, which were immaterial as of September 30, 2026 and December 31, 2025. Under this arrangement, the Company sold $93.3 million and $273.7 million of accounts receivable during the three and nine months ended September 30, 2026, respectively, and $127.2 million and $360.0 million of accounts receivable during the three and nine months ended September 30, 2025, respectively.
The WEX Bank agreement has no set expiration date, however, either party can terminate the agreement with 30 days’ written notice. Under this arrangement, the Company sold $5.2 billion and $9.1 billion of trade accounts receivable during the three and nine months ended September 30, 2026, respectively, and $4.5 billion and $10.4 billion of trade accounts receivable during the three and nine months ended September 30, 2025, respectively.
Non-Bank Custodial HSA Cash Assets
As a non-bank custodian, WEX Inc. contracts with depository partners to hold custodial cash assets on behalf of individual account holders. As of September 30, 2026, WEX Inc. was custodian to approximately $5.4 billion in HSA cash assets. Of these custodial balances, approximately $613.5 million of HSA cash assets at September 30, 2026, were deposited with and managed by certain unrelated third-party partners and not recorded on our condensed consolidated balance sheets. Such third-party depository partners are regularly monitored by management for stability. The remaining balance of $4.8 billion in HSA cash assets as of September 30, 2026, is deposited with and managed by WEX Bank and is therefore reflected on our condensed consolidated balance sheets. See Note 9, Deposits, for further information about HSA deposits recorded on our condensed consolidated balance sheets.
12. | Investment Securities | ||||
The Company’s investment securities as of September 30, 2026 and December 31, 2025, are presented below. Accrued interest on investment securities of $38.3 million and $36.3 million as of September 30, 2026 and December 31, 2025, respectively, is excluded from total investment securities and recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets.
During the three and nine months ended September 30, 2026, proceeds from the sale of available-for-sale securities were $4.9 million and $56.2 million, respectively. For the three and nine months ended September 30, 2025, proceeds from the sale of available-for-sale securities were $48.0 million and $120.6 million, respectively. Gross realized gains and losses
23
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
included in earnings as a result of these sales were immaterial for the three and nine months ended September 30, 2026 and 2025.
| (in millions) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value(1) | |||||||||||||||||||
As of September 30, 2026 | |||||||||||||||||||||||
| Current: | |||||||||||||||||||||||
Available-for-sale debt securities(2): | |||||||||||||||||||||||
U.S. treasury notes | $ | $ | $ | $ | |||||||||||||||||||
Corporate and sovereign debt securities | |||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||
Asset-backed securities | |||||||||||||||||||||||
Mortgage-backed securities | |||||||||||||||||||||||
| Total current investment securities | $ | $ | $ | $ | |||||||||||||||||||
| Non-current: | |||||||||||||||||||||||
Available-for-sale debt securities(3) | $ | $ | $ | $ | |||||||||||||||||||
Equity securities(4): | |||||||||||||||||||||||
| Mutual fund | |||||||||||||||||||||||
| Pooled investment fund | |||||||||||||||||||||||
| Total non-current investment securities | $ | ||||||||||||||||||||||
(in millions) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value(1) | |||||||||||||||||||
As of December 31, 2025 | |||||||||||||||||||||||
| Current: | |||||||||||||||||||||||
| Available-for-sale debt securities: | |||||||||||||||||||||||
| U.S. treasury notes | $ | $ | $ | $ | |||||||||||||||||||
Corporate and sovereign debt securities | |||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Mortgage-backed securities | |||||||||||||||||||||||
| Total current investment securities | $ | $ | $ | $ | |||||||||||||||||||
| Non-current: | |||||||||||||||||||||||
Available-for-sale debt securities(3) | $ | $ | $ | $ | |||||||||||||||||||
Equity securities(4): | |||||||||||||||||||||||
| Mutual fund | |||||||||||||||||||||||
| Pooled investment fund | |||||||||||||||||||||||
| Total non-current investment securities | $ | ||||||||||||||||||||||
(1)The Company’s methods for measuring the fair value of its investment securities are discussed in Note 13, Financial Instruments − Fair Value and Concentrations of Credit Risk.
(2)As of September 30, 2026, the Company has pledged available-for-sale debt securities with a fair value of $85.5 million as collateral against recurring settlement obligations owed in conjunction with its transactions processed through licensed card networks and $1.6 billion as collateral for FHLB advances, as further discussed in Note 10, Financing and Other Debt.
24
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
(3)The fair value of available-for-sale debt securities at September 30, 2026, was comprised of municipal bonds of $57.8 million and mortgage-backed securities of $5.1 million. The fair value of available-for-sale debt securities at December 31, 2025 was comprised of municipal bonds of $45.3 million and mortgage-backed securities of $8.4 million.
(4)Excludes $18.0 million and $18.4 million in equity securities as of September 30, 2026 and December 31, 2025, respectively, included in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets.
The following tables present estimated fair value and gross unrealized losses of available-for-sale debt securities in an unrealized loss position for less than and greater than one year for which an allowance for credit losses has not been recorded, aggregated by security category. There are no expected credit losses that have been recorded against our investment securities as of September 30, 2026 and December 31, 2025.
As of September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less Than One Year | One Year or Longer | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment-grade rated debt securities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. treasury notes | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate and sovereign debt securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mortgage-backed securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total available-for-sale debt securities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less Than One Year | One Year or Longer | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment-grade rated debt securities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. treasury notes | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate and sovereign debt securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mortgage-backed securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total available-for-sale debt securities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
At September 30, 2026, there were 1,466 investment positions where the current fair value was less than the related amortized cost. Such unrealized losses are primarily driven by the elevated interest rate environment and are not considered to be credit-related based upon an analysis that considered the extent to which the fair value is less than the amortized basis of a security, adverse conditions specifically related to the security, changes to credit rating of the instrument subsequent to Company purchase, and the strength of the underlying collateral, if any. Additionally, the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases.
The following table summarizes the contractual maturity dates of the Company’s available-for-sale debt securities.
25
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
| September 30, 2026 | |||||||||||
(in millions) | Amortized Cost | Fair Value | |||||||||
| Due within one year | $ | $ | |||||||||
| Due after 1 year through year 5 | |||||||||||
| Due after 5 years through year 10 | |||||||||||
| Due after 10 years | |||||||||||
| Total | $ | $ | |||||||||
Equity Securities
During the three and nine months ended September 30, 2026 and 2025, unrealized gains and losses recognized on equity securities still held as of those dates were immaterial
Other Investments
The Company’s other investments at September 30, 2026 and December 31, 2025, which include Federal Home Loan Bank stock and minority equity or other investments in early-stage companies and venture capital funds for which there is no readily determinable fair value and over which we do not exert significant influence, were $102.8 million and $76.6 million, respectively. The investments are recorded at cost within other assets on our condensed consolidated balance sheets.
13. | Financial Instruments − Fair Value and Concentrations of Credit Risk | ||||
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents the Company’s financial instruments that are measured at fair value on a recurring basis, as classified within the three-level fair value hierarchy:
(in millions) | Fair Value Hierarchy | September 30, 2026 | December 31, 2025 | ||||||||||||||
| Assets: | |||||||||||||||||
Money market mutual funds(1) | 1 | $ | $ | ||||||||||||||
U.S. Treasury bills(1) | 2 | ||||||||||||||||
| Investment securities, current: | |||||||||||||||||
| Available-for-sale debt securities: | |||||||||||||||||
| U.S. treasury notes | 2 | $ | $ | ||||||||||||||
| Corporate and sovereign debt securities | 2 | ||||||||||||||||
| Municipal bonds | 2 | ||||||||||||||||
| Asset-backed securities | 2 | ||||||||||||||||
| Mortgage-backed securities | 2 | ||||||||||||||||
| Total | $ | $ | |||||||||||||||
26
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
(in millions) | Fair Value Hierarchy | September 30, 2026 | December 31, 2025 | ||||||||||||||
| Investment securities, non-current: | |||||||||||||||||
| Available-for-sale debt securities | 2 | $ | $ | ||||||||||||||
| Equity securities: | |||||||||||||||||
| Mutual fund | 1 | ||||||||||||||||
Pooled investment fund measured at NAV(2) | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
Executive deferred compensation plan trust(3) | 1 | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
Contingent consideration(4) | 2 | $ | $ | ||||||||||||||
(1)The fair value is recorded in cash and cash equivalents.
(2)The fair value of this security is measured at NAV as a practical expedient and has not been classified within the fair value hierarchy. The amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated balance sheets.
(3)The fair value is recorded as current or long-term based on the timing of the Company’s executive deferred compensation plan payment obligations. At September 30, 2026, $2.0 million and $16.0 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively. At December 31, 2025, $2.2 million and $16.3 million in fair value is recorded within prepaid expenses and other current assets and other assets, respectively.
(4)The fair value is recorded as current or long-term based on the timing of expected payments. As of September 30, 2026, the total fair value of $18.6 million is recorded within accrued expenses and other current liabilities. At December 31, 2025, $51.0 million and $17.9 million in fair value is recorded within accrued expenses and other current liabilities and other liabilities, respectively.
Money Market Mutual Funds
A portion of the Company’s cash and cash equivalents are invested in money market mutual funds that primarily consist of short-term government securities, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices for identical instruments in an active market.
U.S. Treasury Bills
At December 31, 2025, a portion of the Company’s cash and cash equivalents was invested in U.S. treasury bills with maturities of 30 days or less, which are classified as Level 2 in the fair value hierarchy because they are valued using quoted market prices for similar or identical instruments in a market that is not active.
Available-for-Sale Debt Securities
The Company determines the fair value of U.S. treasury notes using quoted market prices for similar or identical instruments in a market that is not active. For corporate and sovereign debt securities, municipal bonds, and asset-backed and mortgage-backed securities, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally valued using Level 2 inputs to the fair value hierarchy.
Pooled Investment Fund
The pooled investment fund maintains individual capital accounts for each investor, which reflect each individual investor’s share of the NAV of the fund. As of September 30, 2026 and December 31, 2025, the Company had no 30 days’ notice.
Mutual Fund
The Company determines the fair value of its mutual fund using quoted market prices for identical instruments in an active market; such inputs are classified as Level 1 of the fair value hierarchy.
27
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
Executive Deferred Compensation Plan Trust
The investments held in the executive deferred compensation plan trust, which consist primarily of mutual funds, are classified as Level 1 in the fair value hierarchy because the fair value is determined using quoted market prices for identical instruments in active markets.
Contingent Consideration
The Company is obligated to pay additional consideration to Bell Bank as part of a 2021 asset acquisition, contingent upon increases in the Federal Funds rate from the date of acquisition. The Company determines the fair value of this contingent consideration derivative liability based on discounted cash flows using the difference between the baseline Federal Funds rate in the purchase agreement with Bell Bank and future forecasted Federal Funds rates over the agreement term. The Company records changes in the estimated fair value of the contingent consideration in the condensed consolidated statements of operations.
Due to significant increases in the Federal Funds rate since the acquisition date, the fair value of the Company’s contingent consideration derivative liability at both September 30, 2026 and December 31, 2025, was effectively measured at the present value of the maximum remaining contingent consideration payable under the arrangement.
Financial Instruments Measured at Carrying Value, for which Fair Value is Disclosed
The fair value of the Company’s financial instruments, which are measured and reported at carrying value, is as follows for the periods indicated:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| (in millions) | Carrying value | Fair value | Carrying value | Fair value | ||||||||||||||||||||||
Term A-1 Loans(1) | $ | ** | $ | ** | ||||||||||||||||||||||
Term B-2 Loans(1) | ** | ** | ||||||||||||||||||||||||
Term B-3 Loans(1) | ** | ** | ||||||||||||||||||||||||
Outstanding borrowings on Revolving Credit Facility(1) | ** | ** | ||||||||||||||||||||||||
Senior Notes(1) | ** | ** | ||||||||||||||||||||||||
** Fair value approximates carrying value due to the instruments’ applicable interest rates approximating market interest rates as of the end of the respective period.
(1)The Company determines the fair value of borrowings on the Revolving Credit Facility, Term Loans and Senior Notes based on market rates for the issuance of the Company’s debt, which are Level 2 inputs in the fair value hierarchy.
Other Assets and Liabilities
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, investment securities and trade receivables. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically and industry diverse customers make up our customer base. See Note 5, Accounts Receivable, Net, for further information.
28
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
14. | Income Taxes | ||||
The Company’s effective tax rate was 27.7 percent and 27.9 percent for the three and nine months ended September 30, 2026, respectively, and 31.1 percent and 29.1 percent for the three and nine months ended September 30, 2025, respectively. Income tax expense is based on an estimated annual effective rate, which requires the Company to make its best estimate of annual pretax income or loss. The Company’s effective income tax rates differ from the U.S. federal statutory rates primarily due to jurisdictional earnings mix and permanent book to tax differences arising from stock-based compensation.
15. | Commitments and Contingencies | ||||
Litigation and Regulatory Matters
From time to time, the Company is subject to legal proceedings, claims and regulatory matters in the ordinary course of business, including but not limited to: commercial disputes; contract disputes; employment litigation; disputes regarding our intellectual property rights; alleged infringement or misappropriation by us of intellectual property rights of others, and, matters relating to our compliance with applicable laws and regulations. As of the date of this filing, the current estimate of a reasonably possible loss contingency from all legal or regulatory proceedings is not material to the Company’s consolidated financial position, results of operations, cash flows or liquidity.
Commitments
Significant commitments and contingencies as of September 30, 2026, are generally consistent with those discussed in Note 19, Commitments and Contingencies, to the consolidated financial statements in the Company’s Annual Report on Form 10–K for the year ended December 31, 2025.
16. | Stock–Based Compensation | ||||
Under the A&R 2019 Plan, the Company has regularly granted equity awards to certain employees and directors in the form of stock options, restricted stock, RSUs and certain market and performance-based stock awards. In addition, the A&R 2019 Plan allows the Company to grant shares of WEX common stock to employees in lieu of bonus or other compensation earned by such employees.
In lieu of cash compensation that would otherwise have been payable to certain employees under our 2025 short-term incentive plan (“STIP”), during the first quarter of 2026 the Company awarded shares of WEX stock in an amount equal to
29
| PART I | |||||
WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
the amount that would have been payable under the 2025 STIP to each respective employee, divided by the closing price of WEX common stock on the date of grant. The expense associated with such awards was accrued over the 2025 plan year and included within stock-based compensation expense. As of December 31, 2025, the stock-based compensation associated with these awards was recorded as liability-classified equity awards within current liabilities on the condensed consolidated balance sheet. During the first quarter of 2026, these awards were issued and the associated $14.5 million liability existing as of December 31, 2025 was reclassified from current liabilities to additional paid-in capital on the condensed consolidated balance sheet. The Company has not issued any additional liability-classified equity awards during 2026.
Stock-based compensation expense was $43.1 million and $107.0 million for the three and nine months ended September 30, 2026, respectively, and $33.5 million and $77.8 million for the three and nine months ended September 30, 2025, respectively.
17. | Segment Information | ||||
The Company determines its operating segments and reports segment information in accordance with how our Chief Executive Officer, the Company’s CODM, allocates resources and assesses performance. The Company has three
•Mobility provides payment solutions, transaction processing, and information management, serving diverse fleet needs globally. Beyond fuel payments, our portfolio includes SaaS solutions for field service management, telematics, reporting and analytics, cash flow management, and mixed-energy fleets.
•Benefits simplifies employee benefit plan administration through SaaS software integrated with payment solutions. We deliver diverse product offerings including benefit administration, HSAs, FSAs, HRAs, COBRA and direct billing, and compliance administration. WEX Inc. also serves as an IRS-designated non-bank custodian, while WEX Bank provides HSA depository services.
•Corporate Payments delivers global B2B payment solutions, including our Direct Accounts Payable solution that integrates with ERPs and accounting workflows to maximize virtual payment usage, and our Embedded Payments solution that integrates virtual payment capabilities into existing workflows for a broad range of industries, including the travel industry. We also offer white-label partnerships with financial institutions.
The CODM uses segment adjusted operating income to evaluate the financial performance of each segment and make decisions regarding the allocation of capital and resources to each segment. The CODM also uses variance analysis of segment adjusted operating income on a recurring basis to assess the performance of the segment against forecast, prior periods and the annual budget. We do not allocate assets to our operating segments as we do not use assets to assess our segment performance.
Segment revenues, expenses, and adjusted operating income
Segment adjusted operating income, as reported in the following tables, excludes unallocated corporate expenses, acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, other costs and certain non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented. Accordingly, certain significant expenses included below have been marked as “adjusted”, as they do not agree with similarly named expense totals appearing elsewhere within this quarterly report on Form 10-Q, due to these exclusions.
30
| PART I | |||||
| WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| (in millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Finance fee revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues (revenues from external customers) | $ | $ | $ | $ | |||||||||||||||||||
Less(1): | |||||||||||||||||||||||
| Processing costs, adjusted | |||||||||||||||||||||||
| Service fees | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Operating interest expense | |||||||||||||||||||||||
| Sales and marketing expense, adjusted | |||||||||||||||||||||||
| General and administrative expense, adjusted | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
Segment adjusted operating income (3) | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| (in millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Finance fee revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues (revenues from external customers) | $ | $ | $ | $ | |||||||||||||||||||
Less(1): | |||||||||||||||||||||||
| Processing costs, adjusted | |||||||||||||||||||||||
| Service fees | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Operating interest expense | |||||||||||||||||||||||
| Sales and marketing expense, adjusted | |||||||||||||||||||||||
| General and administrative expense, adjusted | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
Segment adjusted operating income (3) | $ | $ | $ | $ | |||||||||||||||||||
31
| PART I | |||||
| WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| (In millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||
| Finance fee revenue | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues (revenues from external customers) | $ | $ | $ | $ | |||||||||||||||||||
Less(1): | |||||||||||||||||||||||
| Processing costs, adjusted | |||||||||||||||||||||||
| Service fees | |||||||||||||||||||||||
| Provision for credit losses, adjusted | |||||||||||||||||||||||
| Operating interest expense | |||||||||||||||||||||||
| Sales and marketing expense, adjusted | |||||||||||||||||||||||
| General and administrative expense, adjusted | |||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||
Segment adjusted operating income (3) | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| (In millions) | Mobility | Benefits | Corporate Payments | Total | |||||||||||||||||||||||||
| Payment processing revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Account servicing revenue | |||||||||||||||||||||||||||||
| Finance fee revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (revenues from external customers) | $ | $ | $ | $ | |||||||||||||||||||||||||
Less(1): | |||||||||||||||||||||||||||||
| Processing costs, adjusted | |||||||||||||||||||||||||||||
| Service fees | |||||||||||||||||||||||||||||
| Provision for credit losses | ( | ||||||||||||||||||||||||||||
| Operating interest expense | |||||||||||||||||||||||||||||
| Sales and marketing expense, adjusted | |||||||||||||||||||||||||||||
| General and administrative expense, adjusted | |||||||||||||||||||||||||||||
Other segment items(2) | |||||||||||||||||||||||||||||
Segment adjusted operating income (3) | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2) Other segment items for the Mobility, Benefits and Corporate Payments reportable segments include depreciation expense for each of the periods presented.
(3) See following table for a reconciliation of segment adjusted operating income to income before income taxes.
32
| PART I | |||||
| WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
Segment adjusted operating income reconciliation
The following table reconciles total segment adjusted operating income to income before income taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Segment adjusted operating income | |||||||||||||||||||||||||||||
| Mobility | $ | $ | $ | $ | |||||||||||||||||||||||||
| Benefits | |||||||||||||||||||||||||||||
| Corporate Payments | |||||||||||||||||||||||||||||
| Total segment adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Reconciliation: | |||||||||||||||||||||||||||||
| Total segment adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Unallocated corporate expenses | |||||||||||||||||||||||||||||
| Acquisition-related intangible amortization | |||||||||||||||||||||||||||||
| Other acquisition and divestiture related items | |||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||
| Other costs | |||||||||||||||||||||||||||||
| Add: | |||||||||||||||||||||||||||||
| Financing interest expense, net of financial instruments | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net foreign currency (loss) gain | ( | ( | ( | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ( | ( | ( | ||||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||||||||
Other segment disclosures
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| (in millions) | Mobility | Benefits | Corporate Payments | Mobility | Benefits | Corporate Payments | |||||||||||||||||||||||||||||
September 30, 2026: | |||||||||||||||||||||||||||||||||||
Interest income(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Operating interest expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Depreciation(2) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
September 30, 2025: | |||||||||||||||||||||||||||||||||||
Interest income(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Operating interest expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Depreciation(2) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1)The amounts of interest income disclosed by reportable segment are included within other revenues in the preceding tables.
(2)The amounts of depreciation disclosed by reportable segment are included within other segment items in the preceding tables. Amounts do not include amortization of intangible assets, as amortization is not included in determining segment adjusted operating income and is not regularly provided to the CODM.
33
| PART I | |||||
| WEX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (unaudited) | |||||
18. | Supplementary Regulatory Capital Disclosure | ||||
The Company’s subsidiary, WEX Bank, is subject to various regulatory capital requirements administered by the FDIC and the UDFI. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, WEX Bank must meet specific capital guidelines that involve quantitative measures of WEX Bank’s assets, liabilities and certain off-balance sheet items. WEX Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could limit business activities and have a material effect on the Company’s business, results of operations and financial condition.
Quantitative measures established by regulation to ensure capital adequacy require WEX Bank to maintain minimum amounts and ratios as defined in the regulations. The most recent FDIC exam report categorized WEX Bank as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events subsequent to that examination report that management believes have changed WEX Bank’s capital rating.
The following table presents WEX Bank’s actual and regulatory minimum capital amounts and ratios:
(in millions) | Actual Amount | Ratio | Minimum for Capital Adequacy Purposes Amount | Ratio | Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions Amount | Ratio | |||||||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Total Capital to risk-weighted assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| Tier 1 Capital to average assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| Common equity to risk-weighted assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| Tier 1 Capital to risk-weighted assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Total Capital to risk-weighted assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| Tier 1 Capital to average assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| Common equity to risk-weighted assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
| Tier 1 Capital to risk-weighted assets | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information that will assist the reader with understanding our financial statements, the changes in key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements. The discussion also provides information about the financial results of the three segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. Additionally, certain corporate costs not allocated to our operating segments are discussed herein.
Our MD&A is presented in the following sections:
•Executive Overview
•Company Highlights
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
•Recently Adopted Accounting Standards
This discussion should be read in conjunction with our audited consolidated financial statements as of December 31, 2025, the notes accompanying those financial statements and MD&A as contained in our Annual Report on Form 10–K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 13, 2026, and in conjunction with the condensed consolidated financial statements and notes in Part I – Item 1 of this report.
Executive Overview
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. Across multiple enterprise payments categories, including the following three business segments, WEX transforms data into intelligence to deliver value to our customers through tailored spending controls, stronger cash flow visibility, reduced fraud exposure, and data-enriched insights into their business:
•Within our Mobility segment, we are a leading provider of payments and fleet management solutions. We serve diverse fleet needs globally, addressing the marketplace through North American Mobility and Over-the-Road business units, which are central to the operation of the service and freight economies, respectively, in North America and the International Mobility business unit, which is central to the operation of the service economy outside of North America, inclusive of our fleet portfolios in Europe and Asia-Pacific.
•Within our Benefits segment, we provide a broad benefits platform with integrated payments spanning HSAs, FSAs, HRAs, COBRA and benefits enrollment and administration, delivered directly to businesses or through our partner network. WEX Inc. also serves as an IRS-designated non-bank custodian, while WEX Bank provides HSA depository services.
•Our Corporate Payments segment provides comprehensive and secure B2B payments solutions powering mid-sized businesses and global enterprises through our scalable technology. Our capabilities and solutions broadly fall into the categories of Embedded Payments, which seamlessly integrates virtual payment capabilities into existing workflows, empowering a broad range of industries, including online travel, and Direct to Corporate, which automates accounts payable by integrating with enterprise resource planning software systems and accounting workflows to maximize virtual payment usage, addressing corporations of all sizes through direct to customer sales and white-label partnership offerings with financial institutions who license our technology.
35
Company Highlights
The following table presents a summarized view of selected results for the three and nine months ended September 30, 2026, shown comparative to the prior year periods. The “Other Key Metric” included below is considered by management to be of particular importance to our overall performance as it provides enhanced information and data underlying our financial results. A more extensive list of the key performance indicators regularly used by management to evaluate our performance is included by segment within the Results of Operations section later in this MD&A.
| (in millions, except per share data) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| GAAP Measures: | |||||||||||||||||||||||
| Total revenues | $ | 780.1 | $ | 691.8 | $ | 2,207.5 | $ | 1,987.9 | |||||||||||||||
| Net income attributable to shareholders | $ | 134.1 | $ | 80.3 | $ | 320.3 | $ | 219.8 | |||||||||||||||
| Net income attributable to shareholders per diluted share | $ | 3.88 | $ | 2.30 | $ | 9.20 | $ | 6.07 | |||||||||||||||
| Net cash (used for) provided by operating activities | $ | (419.6) | $ | 159.6 | |||||||||||||||||||
Non-GAAP Measures(1) | |||||||||||||||||||||||
| Adjusted net income attributable to shareholders | $ | 211.9 | $ | 159.7 | $ | 543.8 | $ | 434.3 | |||||||||||||||
| Adjusted net income attributable to shareholders per diluted share | $ | 6.13 | $ | 4.59 | $ | 15.61 | $ | 11.99 | |||||||||||||||
| Adjusted free cash flow | $ | 502.8 | $ | 376.7 | |||||||||||||||||||
| Other Key Metric: | |||||||||||||||||||||||
Total volume across the Company(2) | $ | 78,516 | $ | 66,231 | $ | 205,497 | $ | 179,788 | |||||||||||||||
(1)Adjusted net income attributable to shareholders, adjusted net income attributable to shareholders per diluted share, and adjusted free cash flow are supplemental non-GAAP financial measures of operating performance and liquidity. Refer to the sections titled Non–GAAP Financial Measures That Supplement GAAP Measures and Non–GAAP Liquidity Measures That Supplement GAAP Measures later in this MD&A for more information and a reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.
(2)Total volume across the Company includes purchases on WEX-issued accounts as well as purchases on third party-issued accounts using a WEX platform.
36
Results of Operations
The following includes information that our management believes is material to an understanding of our results of operations. Any significant changes, unusual or infrequent events, or significant economic changes that materially affect our results of operations are discussed below.
Mobility
Revenues
The following table reflects comparative revenue and key operating statistics within Mobility:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per gallon data) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | ||||||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Payment processing revenue | $ | 205.4 | $ | 168.2 | $ | 37.2 | 22 | % | $ | 573.0 | $ | 484.9 | $ | 88.1 | 18 | % | ||||||||||||||||||||||||||||||||||
| Account servicing revenue | 57.1 | 53.7 | 3.4 | 6 | % | 164.2 | 155.6 | 8.6 | 6 | % | ||||||||||||||||||||||||||||||||||||||||
| Finance fee revenue | 115.7 | 82.9 | 32.8 | 40 | % | 297.1 | 238.1 | 58.9 | 25 | % | ||||||||||||||||||||||||||||||||||||||||
Late fee revenue(1) | 95.0 | 67.2 | 27.9 | 41 | % | 241.8 | 196.8 | 45.0 | 23 | % | ||||||||||||||||||||||||||||||||||||||||
Factoring fee revenue(2) | 20.6 | 15.7 | 4.9 | 31 | % | 55.2 | 41.3 | 13.9 | 34 | % | ||||||||||||||||||||||||||||||||||||||||
| Other revenue | 56.9 | 56.0 | 0.9 | 2 | % | 167.9 | 162.2 | 5.7 | 3 | % | ||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 435.1 | $ | 360.8 | $ | 74.2 | 21 | % | $ | 1,202.1 | $ | 1,040.8 | $ | 161.3 | 15 | % | ||||||||||||||||||||||||||||||||||
| Key operating statistics | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total volume(3) | $ | 27,717.3 | $ | 19,683.8 | $ | 8,033.5 | 41 | % | $ | 74,308.0 | $ | 57,267.5 | $ | 17,040.5 | 30 | % | ||||||||||||||||||||||||||||||||||
| Payment processing transactions | 142.3 | 140.0 | 2.4 | 2 | % | 412.0 | 413.6 | (1.6) | — | % | ||||||||||||||||||||||||||||||||||||||||
Payment processing $ of fuel(3) | $ | 18,010.6 | $ | 12,641.4 | $ | 5,369.2 | 42 | % | $ | 47,908.3 | $ | 36,875.4 | $ | 11,032.9 | 30 | % | ||||||||||||||||||||||||||||||||||
| Payment processing gallons | 3,631.2 | 3,639.8 | (8.6) | — | % | 10,655.4 | 10,792.9 | (137.6) | (1) | % | ||||||||||||||||||||||||||||||||||||||||
| Average U.S. fuel price ($USD/gal) | $ | 4.85 | $ | 3.38 | $ | 1.47 | 43 | % | $ | 4.40 | $ | 3.33 | $ | 1.07 | 32 | % | ||||||||||||||||||||||||||||||||||
Net payment processing rate(4) | 1.14 | % | 1.33 | % | (0.19) | % | (14) | % | 1.20 | % | 1.32 | % | (0.12) | % | (9) | % | ||||||||||||||||||||||||||||||||||
| Net late fee rate | 0.53 | % | 0.53 | % | — | % | (1) | % | 0.50 | % | 0.53 | % | (0.03) | % | (5) | % | ||||||||||||||||||||||||||||||||||
Credit losses, in basis points(5) | 11.7 | 12.1 | (0.4) | (3) | % | 15.3 | 12.4 | 2.9 | 23 | % | ||||||||||||||||||||||||||||||||||||||||
(1)Late fee revenue primarily consists of late fees charged for receivables not paid within the terms of the customer agreement based upon the outstanding customer receivable balance and, to a lesser degree, by finance charges earned on revolving portfolio balances. This revenue is earned when a customer’s receivable balance becomes delinquent and is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. Changes in the absolute amount of such outstanding balances can generally be attributed to: (i) changes in fuel prices; (ii) customer specific transaction volume; (iii) customer specific delinquencies; and (iv) changes in late fee rates.
(2)Factoring fee revenue is comprised primarily of fees calculated at a negotiated percentage of the receivable balance that we purchase.
(3)Total volume and payment processing $ of fuel increased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year, due primarily to higher domestic fuel prices.
(4)Our net payment processing rate decreased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year, due substantially to the impact of higher average domestic fuel prices. In a rising fuel price environment, our payment processing rate generally declines due to the fixed fee nature of a portion of our Mobility payments transactions.
(5)We generally measure our loss performance by calculating fuel-related losses as a percentage of total fuel expenditures on payment processing transactions. Refer to provision for credit losses discussion later in this section for more information.
Total Mobility revenues increased for the three and nine months ended September 30, 2026, as compared to the same periods of the prior year, driven substantially by the impact of higher average U.S. fuel prices on payment processing fee revenue and late fee revenue earned on higher outstanding invoices. The impacts from rising fuel prices increased total
37
Mobility revenues by approximately $57.3 million, and $119.0 million for the three and nine months ended September 30, 2026, respectively. Additionally, higher spot rates on invoice balances, primarily as a result of fewer available carriers and drivers, increased factoring fee revenues for the three and nine months ended September 30, 2026, as compared to the same periods of the prior year, as seen in the preceding table.
Concessions to certain customers experiencing financial difficulties may be granted and are limited to extending the time to pay, placing a customer on a payment plan or granting waivers of late fees. There were no material concessions granted to customers experiencing financial difficulties during the three and nine months ended September 30, 2026 and 2025.
Operating Expenses
The following table compares line items within operating income and presents segment adjusted operating income and segment adjusted operating income margin for Mobility:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | |||||||||||||||||||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||||||||||||||||||||||||||
| Processing costs | $ | 76.9 | $ | 77.1 | $ | (0.2) | — | % | $ | 228.2 | $ | 230.1 | $ | (1.9) | (1) | % | |||||||||||||||||||||||||||||||
| Service fees | $ | 2.0 | $ | 1.7 | $ | 0.3 | 15 | % | $ | 5.6 | $ | 5.8 | $ | (0.2) | (3) | % | |||||||||||||||||||||||||||||||
| Provision for credit losses | $ | 21.1 | $ | 15.1 | $ | 6.0 | 39 | % | $ | 79.0 | $ | 44.4 | $ | 34.6 | 78 | % | |||||||||||||||||||||||||||||||
| Operating interest | $ | 25.1 | $ | 22.2 | $ | 2.8 | 13 | % | $ | 69.0 | $ | 63.1 | $ | 5.9 | 9 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 17.7 | $ | 17.0 | $ | 0.7 | 4 | % | $ | 50.6 | $ | 49.0 | $ | 1.5 | 3 | % | |||||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 33.9 | $ | 35.4 | $ | (1.5) | (4) | % | $ | 98.7 | $ | 95.7 | $ | 3.0 | 3 | % | |||||||||||||||||||||||||||||||
| Sales and marketing | $ | 71.7 | $ | 63.2 | $ | 8.6 | 14 | % | $ | 211.0 | $ | 187.3 | $ | 23.7 | 13 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 18.3 | $ | 17.6 | $ | 0.7 | 4 | % | $ | 54.4 | $ | 53.4 | $ | 1.0 | 2 | % | |||||||||||||||||||||||||||||||
| Operating income | $ | 168.4 | $ | 111.5 | $ | 56.9 | 51 | % | $ | 405.6 | $ | 312.1 | $ | 93.6 | 30 | % | |||||||||||||||||||||||||||||||
Segment adjusted operating income(1) | $ | 203.9 | $ | 146.7 | $ | 57.2 | 39 | % | $ | 511.1 | $ | 412.2 | $ | 98.9 | 24 | % | |||||||||||||||||||||||||||||||
Segment adjusted operating income margin(2) | 46.9 | % | 40.7 | % | 6.2 | % | 15 | % | 42.5 | % | 39.6 | % | 2.9 | % | 7 | % | |||||||||||||||||||||||||||||||
(1)See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue.
Changes in fuel prices significantly impact earnings as most costs are not similarly impacted by fuel prices. During the three and nine months ended September 30, 2026, fuel prices benefited Mobility segment adjusted operating margin by approximately 3 percentage points. The remaining increase in the third quarter Mobility segment adjusted operating margin was primarily due to higher revenues excluding the benefit of fuel prices.
Cost of services
Provision for credit losses, which includes estimates for both credit and fraud losses, increased during the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. The increase for the third quarter of 2026 was substantially driven by higher accounts receivable balances due to increased cardholder spend resulting from higher average fuel prices. For the nine months ended September 30, 2026, half of the increase was due to the impacts from higher average fuel prices. In addition, approximately one quarter of the increase was driven by an increase in
38
chargeoffs, as evidenced by the basis point increase in our credit losses as a percentage of total fuel expenditures on payment processing transactions.
Operating interest increased during the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. Such increases were primarily due to higher relative average funding needs of the Mobility segment as a result of higher average domestic fuel prices. These increases were offset by a reduction in average interest rates in both the 2026 three and nine month periods, as compared to the same periods of the prior year, primarily driven by lower Federal Funds rates.
Other operating expenses
During both the three and nine months ended September 30, 2026, other operating expenses were impacted by higher stock-based compensation, driven by an increase in estimated attainments, primarily as a result of the higher domestic fuel prices’ impact on our performance-based awards.
General and administrative expense in total remained relatively consistent for both the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. During the three months ended September 30, 2026, the increase in stock-based compensation mentioned above was offset by an approximate $4 million loss incurred during the third quarter of 2025 related to a strategic decision to sell an immaterial international subsidiary. During the nine months ended September 30, 2026, approximately $9 million of increased employee compensation costs, substantially driven by the higher stock-based compensation, were offset by the prior year loss from sale of a subsidiary.
Sales and marketing expenses increased for both the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. Approximately $4 million of the third quarter increase year-over-year was due to a growth in partner commissions primarily due to the increase in average fuel prices. Partner commissions are determined based on cardholder spend and thus subject to fuel price fluctuations. The remaining increase was substantially due to the higher stock-based compensation. Approximately half of the increase in the nine months ended September 30, 2026, as compared to the same period of the prior year, was due to increased employee compensation, driven in near equal amounts by the sustained investments tied to sales initiatives made throughout 2025 and higher stock-based compensation. The remaining increase was primarily due to a $9 million growth in partner commissions.
Benefits
Revenues
The following table reflects comparative revenue and key operating statistics within Benefits:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | |||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Payment processing revenue | $ | 25.8 | $ | 23.8 | $ | 2.0 | 8 | % | $ | 88.3 | $ | 80.8 | $ | 7.6 | 9 | % | |||||||||||||||||||||||||||||||
| Account servicing revenue | 110.2 | 113.3 | (3.1) | (3) | % | 332.1 | 339.7 | (7.6) | (2) | % | |||||||||||||||||||||||||||||||||||||
| Finance fee revenue | 0.1 | — | — | NM | 0.2 | 0.1 | 0.1 | NM | |||||||||||||||||||||||||||||||||||||||
| Other revenue | 71.5 | 61.0 | 10.5 | 17 | % | 209.2 | 172.0 | 37.2 | 22 | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 207.6 | $ | 198.1 | $ | 9.5 | 5 | % | $ | 629.8 | $ | 592.5 | $ | 37.2 | 6 | % | |||||||||||||||||||||||||||||||
| Key operating statistics | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase volume | $ | 1,920.1 | $ | 1,770.5 | $ | 149.5 | 8 | % | $ | 6,604.3 | $ | 6,103.1 | $ | 501.2 | 8 | % | |||||||||||||||||||||||||||||||
| Total volume | $ | 3,162.6 | $ | 3,275.6 | $ | (112.9) | (3) | % | $ | 10,729.5 | $ | 11,201.2 | $ | (471.8) | (4) | % | |||||||||||||||||||||||||||||||
| Average number of SaaS accounts | 22.1 | 21.5 | 0.6 | 3 | % | 22.1 | 21.4 | 0.6 | 3 | % | |||||||||||||||||||||||||||||||||||||
| HSA Yield | 4.97 | % | 5.13 | % | (0.16) | % | (3) | % | 4.95 | % | 4.97 | % | (0.02) | % | — | % | |||||||||||||||||||||||||||||||
| Average HSA custodial cash assets | $ | 5,349.2 | $ | 4,808.5 | $ | 540.8 | 11 | % | $ | 5,243.6 | $ | 4,707.6 | $ | 536.0 | 11 | % | |||||||||||||||||||||||||||||||
NM - Not meaningful
39
Total Benefits revenue increased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. Approximately $5 million and $19 million of the increase in total revenues for the third quarter and nine months ended September 30, 2026, respectively, was due to higher HSA custodial investment revenue resulting from an increase in average HSA custodial cash assets. Additionally, we saw higher payment processing revenues on increased purchase volumes.
HSA custodial investment revenue earned from custodial deposits held at third-party banks is reflected within account servicing revenues while the revenue earned on invested HSA deposits held by WEX Bank are reflected within other revenues. Despite the overall increase in total custodial investment revenue, total account servicing revenue decreased due to a shift to other revenues driven by lower HSA deposits held by third-party depository banks as a result of these deposits being transferred to WEX Bank, which typically earns higher yields.
Operating Expenses
The following table compares line items within operating income and presents segment adjusted operating income and segment adjusted operating income margin for Benefits:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | |||||||||||||||||||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||||||||||||||||||||||||||
| Processing costs | $ | 71.1 | $ | 66.8 | $ | 4.3 | 7 | % | $ | 207.1 | $ | 202.4 | $ | 4.7 | 2 | % | |||||||||||||||||||||||||||||||
| Service fees | $ | 19.7 | $ | 17.8 | $ | 1.9 | 11 | % | $ | 60.0 | $ | 57.5 | $ | 2.5 | 4 | % | |||||||||||||||||||||||||||||||
| Provision for credit losses | $ | 0.2 | $ | 0.5 | $ | (0.3) | NM | $ | 0.4 | $ | (0.8) | $ | 1.2 | NM | |||||||||||||||||||||||||||||||||
| Operating interest | $ | 1.5 | $ | 1.3 | $ | 0.2 | 12 | % | $ | 4.3 | $ | 3.8 | $ | 0.4 | 12 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 13.9 | $ | 12.5 | $ | 1.4 | 11 | % | $ | 39.9 | $ | 36.8 | $ | 3.1 | 8 | % | |||||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 8.6 | $ | 7.6 | $ | 0.9 | 12 | % | $ | 26.7 | $ | 21.0 | $ | 5.7 | 27 | % | |||||||||||||||||||||||||||||||
| Sales and marketing | $ | 15.2 | $ | 14.5 | $ | 0.7 | 5 | % | $ | 47.7 | $ | 43.4 | $ | 4.3 | 10 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 18.9 | $ | 20.2 | $ | (1.3) | (6) | % | $ | 57.0 | $ | 61.4 | $ | (4.4) | (7) | % | |||||||||||||||||||||||||||||||
| Operating income | $ | 58.6 | $ | 56.9 | $ | 1.7 | 3 | % | $ | 186.7 | $ | 166.9 | $ | 19.8 | 12 | % | |||||||||||||||||||||||||||||||
Segment adjusted operating income(1) | $ | 87.5 | $ | 86.7 | $ | 0.8 | 1 | % | $ | 271.2 | $ | 258.5 | $ | 12.7 | 5 | % | |||||||||||||||||||||||||||||||
Segment adjusted operating income margin(2) | 42.2 | % | 43.8 | % | (1.6) | % | (4) | % | 43.1 | % | 43.6 | % | (0.5) | % | (1) | % | |||||||||||||||||||||||||||||||
NM - Not meaningful
(1)See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue.
Segment adjusted operating income margin during the three and nine months ended September 30, 2026 is slightly down from the comparable prior year period as a result of higher costs, due primarily to higher processing costs and depreciation.
Other operating expenses
General and administrative expense increased for the nine months ended September 30, 2026, as compared to the same period in the prior year, due primarily to stock-based compensation, driven by an increase in estimated attainments, primarily as a result of the higher domestic fuel prices’ impact on our performance-based awards.
40
Corporate Payments
Revenues
The following table reflects comparative revenue and key operating statistics within Corporate Payments:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | |||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Payment processing revenue | $ | 113.6 | $ | 109.7 | $ | 3.9 | 4 | % | $ | 312.1 | $ | 293.1 | $ | 19.0 | 6 | % | |||||||||||||||||||||||||||||||
| Account servicing revenue | 19.4 | 18.3 | 1.1 | 6 | % | 50.8 | 47.0 | 3.7 | 8 | % | |||||||||||||||||||||||||||||||||||||
| Finance fee revenue | 0.1 | 0.3 | (0.1) | NM | 0.7 | 1.0 | (0.3) | NM | |||||||||||||||||||||||||||||||||||||||
| Other revenue | 4.3 | 4.5 | (0.2) | (5) | % | 12.0 | 13.4 | (1.4) | (10) | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 137.4 | $ | 132.8 | $ | 4.6 | 3 | % | $ | 375.6 | $ | 354.5 | $ | 21.1 | 6 | % | |||||||||||||||||||||||||||||||
| Key operating statistics | |||||||||||||||||||||||||||||||||||||||||||||||
| Total volume | $ | 47,636.4 | $ | 43,271.7 | $ | 4,364.6 | 10 | % | $ | 120,460.0 | $ | 111,319.6 | $ | 9,140.4 | 8 | % | |||||||||||||||||||||||||||||||
| Purchase volume | $ | 24,644.3 | $ | 23,176.6 | $ | 1,467.7 | 6 | % | $ | 62,314.4 | $ | 60,958.5 | $ | 1,355.9 | 2 | % | |||||||||||||||||||||||||||||||
| Net interchange rate | 0.46 | % | 0.47 | % | (0.01) | % | (3) | % | 0.50 | % | 0.48 | % | 0.02 | % | 4 | % | |||||||||||||||||||||||||||||||
NM - Not meaningful
Total Corporate Payments revenue increased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year, primarily due to an increase in network incentives resulting from improved pricing within a contract amendment signed during the third quarter of 2025.
Concessions to certain customers experiencing financial difficulties may be granted and are limited to extending the time to pay, placing a customer on a payment plan or granting waivers of late fees. There were no material concessions granted to customers during the three and nine months ended September 30, 2026 and 2025.
Operating Expenses
The following table compares line items within operating income and presents segment adjusted operating income and segment adjusted operating income margin for Corporate Payments:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | |||||||||||||||||||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||||||||||||||||||||||||||
| Processing costs | $ | 19.6 | $ | 19.2 | $ | 0.4 | 2 | % | $ | 58.0 | $ | 59.5 | $ | (1.5) | (2) | % | |||||||||||||||||||||||||||||||
| Service fees | $ | 0.5 | $ | 3.0 | $ | (2.6) | (85) | % | $ | 4.5 | $ | 8.2 | $ | (3.7) | (45) | % | |||||||||||||||||||||||||||||||
| Provision for credit losses | $ | 1.9 | $ | 4.8 | $ | (2.9) | (60) | % | $ | 6.1 | $ | 14.2 | $ | (8.1) | (57) | % | |||||||||||||||||||||||||||||||
| Operating interest | $ | 6.6 | $ | 5.7 | $ | 1.0 | 17 | % | $ | 16.2 | $ | 15.1 | $ | 1.0 | 7 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 9.6 | $ | 9.5 | $ | 0.1 | 1 | % | $ | 27.9 | $ | 27.8 | $ | — | — | % | |||||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 14.4 | $ | 12.3 | $ | 2.1 | 17 | % | $ | 41.3 | $ | 37.3 | $ | 4.0 | 11 | % | |||||||||||||||||||||||||||||||
| Sales and marketing | $ | 22.2 | $ | 19.8 | $ | 2.4 | 12 | % | $ | 67.5 | $ | 55.6 | $ | 11.9 | 21 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 6.3 | $ | 6.5 | $ | (0.2) | (4) | % | $ | 18.8 | $ | 19.5 | $ | (0.8) | (4) | % | |||||||||||||||||||||||||||||||
41
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | |||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 56.4 | $ | 52.0 | $ | 4.4 | 8 | % | $ | 135.4 | $ | 117.2 | $ | 18.2 | 15 | % | |||||||||||||||||||||||||||||||
Segment adjusted operating income(1) | $ | 68.5 | $ | 63.8 | $ | 4.7 | 7 | % | $ | 171.1 | $ | 153.7 | $ | 17.4 | 11 | % | |||||||||||||||||||||||||||||||
Segment adjusted operating income margin(2) | 49.9 | % | 48.0 | % | 1.9 | % | 4 | % | 45.6 | % | 43.4 | % | 2.2 | % | 5 | % | |||||||||||||||||||||||||||||||
(1)See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue.
As a result of owning all of our technology and issuing capabilities, our Corporate Payments segment has a highly scalable and relatively fixed cost base resulting in largely comparable expenses year to year. As a result, changes in revenue generally have a similar impact on operating income, segment adjusted operating income and related margin.
During the three and nine months ended September 30, 2026, there were instances in which certain expenses did not remain comparable to those of the same periods of the prior year, which are described hereafter.
Service fees decreased in both the three and nine-month periods ended September 30, 2026 due substantially to cost savings resulting from transitioning payment processing in-house from a third-party vendor and the renegotiation of bank fees, which contributed to near equal reductions in expense.
During the three and nine months ended September 30, 2026, the provision for credit losses primarily decreased as a result of lower collection risk in the receivables portfolio, primarily due to an improvement in the aging of segment receivables.
The increase in sales and marketing expense for the nine months ended September 30, 2026 resulted primarily from the sustained investments tied to sales initiatives made throughout 2025.
Unallocated corporate expenses
Unallocated corporate expenses represent the portion of expenses relating to general corporate functions, including acquisition and divestiture expenses, certain finance, legal, information technology, human resources, administrative and executive expenses, and other expenses not directly attributable to a reportable segment.
The following table compares line items within operating income for unallocated corporate expenses:
| Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Amount | % | 2026 | 2025 | Amount | % | |||||||||||||||||||||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 43.9 | $ | 36.6 | $ | 7.3 | 20 | % | $ | 125.7 | $ | 97.9 | $ | 27.8 | 28 | % | |||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 0.4 | $ | 0.4 | $ | — | NM | $ | 1.1 | $ | 1.2 | $ | (0.1) | NM | |||||||||||||||||||||||||||||||||
NM - Not meaningful
During the three months ended September 30, 2026, the increase in general and administrative expense, as compared to the same period of the prior year, was substantially due to higher stock-based compensation, driven by an increase in estimated attainments, primarily due to higher domestic fuel prices’ impact on our performance-based awards. During the nine months ended September 30, 2026, the increase in general and administrative expense was substantially due to the increase in stock-based compensation and higher professional services and other expenses incurred in connection with the proxy contest that concluded during the second quarter of 2026, by near equal amounts.
42
Non-operating income and expense
The following table reflects comparative results for certain amounts excluded from operating income:
| Three Months Ended September 30, | Absolute Dollar Change | Effect of Change on Net Income | Nine Months Ended September 30, | Absolute Dollar Change | Effect of Change on Net Income | ||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Financing interest expense, net of financial instruments | $ | (53.2) | $ | (63.8) | $ | 10.6 | Increase | $ | (159.0) | $ | (181.8) | $ | 22.8 | Increase | |||||||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | $ | — | $ | (0.7) | $ | 0.7 | Increase | $ | (0.7) | $ | (2.3) | $ | 1.6 | Increase | |||||||||||||||||||||||||||||||||
| Net foreign currency (loss) gain | $ | (0.1) | $ | (2.6) | $ | 2.5 | Increase | $ | 4.0 | $ | (3.3) | $ | 7.3 | Increase | |||||||||||||||||||||||||||||||||
| Income tax expense | $ | 51.4 | $ | 36.2 | $ | 15.2 | Reduction | $ | 124.1 | $ | 90.3 | $ | 33.8 | Reduction | |||||||||||||||||||||||||||||||||
Financing interest expense, net of financial instruments decreased during the three and nine months ended September 30, 2026, as compared to the same periods of the prior year. The decrease in interest expense during the third quarter of 2026, as compared to the third quarter of 2025, was driven by lower interest rates and a reduction in borrowings under the Credit Agreement, in near equal amounts. The impact on interest expense from lower interest rates and decreased borrowings under the Credit Agreement during the nine months ended September 30, 2026, as compared to the same period of the prior year, were comparable. A $6 million increase in interest expense incurred as a result of the issuance of the Senior Notes on March 6, 2025 partly offset these reductions.
Our foreign currency exchange exposure is primarily related to the remeasurement of our cash, receivable and payable balances, including intercompany transactions that are denominated in both U.S. dollar and foreign currencies. The net gain incurred during the nine months ended September 30, 2026 was due primarily to unrealized gains related to the noncash remeasurement of foreign-denominated intercompany borrowing activity, and particularly British pound sterling-denominated intercompany receivables held by certain of our European subsidiaries, driven by a strengthening of the British pound sterling against the Euro during the period. Net losses incurred during the three and nine months ended September 30, 2025 were due primarily to the impacts on intercompany balance revaluation of a strong Euro against the British pound sterling for the first nine months of 2025 and a weakened U.S. Dollar against most other currencies through the first half of 2025.
Income tax expense increased for the three and nine months ended September 30, 2026, as compared to the same periods of the prior year due primarily to an increase in the Company’s pre-tax book income. See Part I – Item 1 – Note 14, Income Taxes, to our condensed consolidated financial statements for information regarding our effective tax rates.
Non–GAAP Financial Measures That Supplement GAAP Measures
In addition to evaluating the Company’s performance on a GAAP basis, Company management uses particular non-GAAP financial measures, which exclude the impact of certain costs, expenses, gains and losses, to evaluate our overall operating performance, including comparison across periods and with competitors. Our management team believes these non-GAAP measures are integral to our reporting and planning processes and uses them to assess operating performance because they generally exclude financial results that are outside the normal course of our business operations or management’s control. These measures are also used to allocate resources among our operating segments.
Adjusted Operating Income, Total Segment Adjusted Operating Income and Adjusted Net Income
Adjusted operating income excludes acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock-based compensation, other costs and certain non-recurring or non-cash operating charges that are not core to our operations, as applicable depending on the period presented. Total segment adjusted operating income further excludes unallocated corporate expenses.
Adjusted net income, which similarly excludes the impact of all items excluded in adjusted operating income, further excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, debt issuance cost amortization, tax related items, and certain other non-operating items, as applicable depending on the period presented.
The following items are generally excluded in determining one or more non-GAAP measures for the following reasons:
43
•Exclusion of the non-cash, mark-to-market adjustments on financial instruments, including interest rate swap agreements and investment securities, helps management identify and assess trends in the Company’s underlying business that might otherwise be obscured due to quarterly non-cash earnings fluctuations associated with these financial instruments. Additionally, the non-cash, mark-to-market adjustments on financial instruments are difficult to forecast accurately, making comparisons across historical and future periods difficult to evaluate;
•Net foreign currency gains and losses primarily result from the remeasurement to functional currency of cash, accounts receivable and accounts payable balances, certain intercompany transactions denominated in foreign currencies and any gain or loss on foreign currency economic hedges relating to these items. The exclusion of these items helps management compare changes in operating results between periods that might otherwise be obscured due to currency fluctuations;
•The change in fair value of contingent consideration, which is related to the acquisition of certain contractual rights to serve as custodian or sub-custodian to HSAs, is dependent upon changes in future interest rate assumptions and has no significant impact on the ongoing operations of the Company. Additionally, the non-cash, mark-to-market adjustments on financial instruments are difficult to forecast accurately, making comparisons across historical and future periods difficult to evaluate;
•The Company considers certain acquisition-related costs, including certain financing costs, investment banking fees, warranty and indemnity insurance, certain integration-related expenses and amortization of acquired intangibles, as well as gains and losses from divestitures to be unpredictable, dependent on factors that may be outside of our control and unrelated to the continuing operations of the acquired or divested business or the Company. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs. The Company believes that excluding acquisition-related costs and gains or losses on divestitures facilitates the comparison of our financial results to the Company’s historical operating results and to other companies in our industry;
•Stock-based compensation is different from other forms of compensation as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to the Company is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time;
•Other costs are not consistently occurring and do not reflect expected future operating expense, nor do they provide insight into the fundamentals of current or past operations of our business. This also includes non-recurring professional service costs including amounts incurred as part of the 2026 proxy contest, and costs related to certain identified initiatives, including restructuring and technology initiatives, to further streamline the business, improve the Company’s efficiency, create synergies and globalize the Company’s operations, all with an objective to improve scale and efficiency and increase profitability going forward.
•Impairment charges represent non-cash asset write-offs, which do not reflect recurring costs that would be relevant to the Company’s continuing operations. The Company believes that excluding these nonrecurring expenses facilitates the comparison of our financial results to the Company’s historical operating results and to other companies in its industry;
•Debt restructuring and debt issuance cost amortization are unrelated to the continuing operations of the Company. Debt restructuring costs are not consistently occurring and do not reflect expected future operating expense, nor do they provide insight into the fundamentals of current or past operations of our business. In addition, since debt issuance cost amortization is dependent upon the financing method, which can vary widely company to company, we believe that excluding these costs helps to facilitate comparison to historical results as well as to other companies within our industry;
•The tax related items are the difference between the Company’s GAAP tax provision and a non-GAAP tax provision. The Company utilizes a fixed annual projected long-term non-GAAP tax rate in order to provide better consistency across reporting periods. To determine this long-term projected tax rate, the Company performs a pro forma tax provision based upon the Company’s projected adjusted net income before taxes. The fixed annual projected long-term non-GAAP tax rate could be subject to change in future periods for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix including due to acquisition activity, or other changes to our strategy or business operations; and
•The Company does not allocate certain corporate expenses to our operating segments, as these items are centrally controlled and are not directly attributable to any reportable segment.
WEX believes that adjusted operating income, total segment adjusted operating income, and adjusted net income may be useful to investors as a means of evaluating our performance. However, because adjusted operating income, total segment adjusted operating income, and adjusted net income are non-GAAP measures, they should not be considered as a substitute for, or superior to, operating income or net income as determined in accordance with GAAP. Adjusted
44
operating income, total segment adjusted operating income, and adjusted net income as used by WEX may not be comparable to similarly titled measures employed by other companies.
The following tables reconcile net income to adjusted net income and related per share data:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| (in millions except per diluted share data) | 2026 | 2025 | |||||||||||||||||||||||||||||||||
| Net income attributable to shareholders | $ | 134.1 | $ | 3.88 | $ | 80.3 | $ | 2.30 | |||||||||||||||||||||||||||
| Unrealized loss (gain) on financial instruments | 1.0 | 0.03 | (0.3) | (0.01) | |||||||||||||||||||||||||||||||
| Net foreign currency loss | 0.1 | — | 2.6 | 0.07 | |||||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | — | — | 0.7 | 0.02 | |||||||||||||||||||||||||||||||
| Acquisition-related intangible amortization | 45.6 | 1.32 | 47.9 | 1.38 | |||||||||||||||||||||||||||||||
| Other acquisition and divestiture related items | — | — | 5.0 | 0.14 | |||||||||||||||||||||||||||||||
| Stock-based compensation | 45.3 | 1.31 | 34.7 | 1.00 | |||||||||||||||||||||||||||||||
| Other costs | 2.8 | 0.08 | 3.6 | 0.10 | |||||||||||||||||||||||||||||||
| Debt restructuring and debt issuance cost amortization | 2.2 | 0.06 | 2.3 | 0.07 | |||||||||||||||||||||||||||||||
| Tax related items | (19.2) | (0.56) | (17.1) | (0.49) | |||||||||||||||||||||||||||||||
| Adjusted net income attributable to shareholders | $ | 211.9 | $ | 6.13 | $ | 159.7 | $ | 4.59 | |||||||||||||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net income attributable to shareholders | $ | 320.3 | $ | 9.20 | $ | 219.8 | $ | 6.07 | |||||||||||||||
| Unrealized loss (gain) on financial instruments | 1.3 | 0.04 | (0.7) | (0.02) | |||||||||||||||||||
| Net foreign currency (gain) loss | (4.0) | (0.12) | 3.3 | 0.09 | |||||||||||||||||||
| Change in fair value of contingent consideration | 0.7 | 0.02 | 2.3 | 0.06 | |||||||||||||||||||
| Acquisition-related intangible amortization | 137.2 | 3.94 | 145.1 | 4.01 | |||||||||||||||||||
| Other acquisition and divestiture related items | 2.6 | 0.07 | 9.4 | 0.26 | |||||||||||||||||||
| Stock-based compensation | 112.4 | 3.23 | 80.4 | 2.22 | |||||||||||||||||||
| Other costs | 23.6 | 0.68 | 22.9 | 0.63 | |||||||||||||||||||
| Debt restructuring and debt issuance cost amortization | 6.8 | 0.20 | 6.3 | 0.17 | |||||||||||||||||||
| Tax related items | (57.1) | (1.64) | (54.4) | (1.50) | |||||||||||||||||||
| Adjusted net income attributable to shareholders | $ | 543.8 | $ | 15.61 | $ | 434.3 | $ | 11.99 | |||||||||||||||
The following table reconciles operating income to total segment adjusted operating income and adjusted operating income:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Operating income | $ | 238.8 | $ | 183.6 | $ | 600.1 | $ | 497.6 | |||||||||||||||||||||||||||
| Unallocated corporate expenses | 27.5 | 23.7 | 78.1 | 74.1 | |||||||||||||||||||||||||||||||
| Acquisition-related intangible amortization | 45.6 | 47.9 | 137.2 | 145.1 | |||||||||||||||||||||||||||||||
| Other acquisition and divestiture related items | — | 3.8 | 1.7 | 5.0 | |||||||||||||||||||||||||||||||
| Stock-based compensation | 45.3 | 34.7 | 112.4 | 80.4 | |||||||||||||||||||||||||||||||
| Other costs | 2.8 | 3.6 | 23.8 | 22.3 | |||||||||||||||||||||||||||||||
| Total segment adjusted operating income | $ | 360.0 | $ | 297.2 | $ | 953.4 | $ | 824.4 | |||||||||||||||||||||||||||
| Unallocated corporate expenses | (27.5) | (23.7) | (78.1) | (74.1) | |||||||||||||||||||||||||||||||
| Adjusted operating income | $ | 332.5 | $ | 273.5 | $ | 875.3 | $ | 750.3 | |||||||||||||||||||||||||||
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Liquidity and Capital Resources
We fund our business operations primarily via cash on hand, cash generated from operations, the issuance of deposits and other borrowings primarily used as part of our accounts receivable financing strategy, and borrowings under our Revolving Credit Facility. As of September 30, 2026, we had cash and cash equivalents of $593.2 million, including $463.0 million of cash and cash equivalents held by WEX Bank and Corporate Cash of $106.1 million. Comparatively, as of December 31, 2025, we had cash and cash equivalents of $905.8 million, including $765.1 million of cash and cash equivalents held by WEX Bank and Corporate Cash of $122.5 million. As of September 30, 2026, we additionally had a remaining borrowing availability of $1.2 billion under the Revolving Credit Facility, along with access to various sources of funds, including uncommitted federal funds lines of credit from other banks.
Our short-term cash requirements consist primarily of funding the working capital needs of our business, current principal and interest payments on the credit facilities under our Credit Agreement, and payments on maturities of deposits and other borrowings used as part of our accounts receivable funding strategy. We fund a customer’s entire receivable in the majority of our Mobility and Corporate Payments processing transactions. In these transactions, we extend short-term credit to cardholders, paying the merchant or payment network, as applicable, for the purchase price less the fees we retain, generally within 10 days. We subsequently collect the total purchase price from the cardholders, typically within 30 days from the billing date.
Our long-term cash requirements consist primarily of amounts owed under our Credit Agreement and any other long-term debt outstanding and various facilities lease agreements.
We believe that our current cash and cash equivalents, cash generating capabilities, financial condition and operations, and access to available funding sources will be adequate to fund our cash needs for the next 12 months and the foreseeable future. The table below includes a more comprehensive list of frequent sources and uses of cash:
| Sources of cash | Uses of cash | |||||||
•Cash generated from operations •Borrowings and availability on our Credit Agreement and other long-term borrowings1 •Deposits2 •Accounts receivable securitization and factoring arrangements3 •Participation debt4 •Borrowed federal funds and other short-term borrowings5 | •Payments on our Credit Agreement •Payments on maturities of deposits •Payments on borrowed federal funds and other short-term borrowings •Working capital needs of the business •Operating lease obligations •Capital expenditures •Repurchases of common stock6 •Merger and acquisition activity | |||||||
(1)As of September 30, 2026, the Company had outstanding term loan principal borrowings of $2.6 billion, borrowings of $395.0 million on the Revolving Credit Facility, letters of credit of $44.5 million drawn against the Revolving Credit Facility and $550.0 million of outstanding Senior Notes. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding our Credit Agreement and Senior Notes.
(2)WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to various regulatory capital requirements administered by the FDIC and the UDFI. Additionally, WEX Bank holds deposits for the benefit of WEX Inc.’s HSA customers subject to the terms of a deposit agreement, which WEX Bank can elect to invest in debt securities, the income from which is a significant component of the Benefits’ segment revenues. As of September 30, 2026, we had $6.2 billion in total deposits. See Part I – Item 1 – Note 9, Deposits, to our condensed consolidated financial statements for more information regarding our deposits.
(3)The Company utilizes securitized debt agreements to finance a portion of our receivables, lower our cost of borrowing and more efficiently utilize capital. The Company had $118.8 million of securitized debt under these facilities as of September 30, 2026. We also utilize off-balance sheet factoring and securitization arrangements to sell certain of our accounts receivable to unrelated third-party financial institutions in order to accelerate the collection of the Company’s cash and reduce internal costs. Available capacity is generally dependent on the level of our trade accounts receivable eligible to be sold and the financial institutions’ willingness to purchase such receivables. However, the Company is not dependent on them to maintain its liquidity and capital resources. See Part I – Item 1 – Notes 10, Financing and Other Debt and 11, Off-Balance Sheet Arrangements, to our condensed consolidated financial statements for further information about the Company’s securitized debt and off-balance sheet arrangements.
(4)From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. There was $70.0 million borrowed against these participation agreements as of September 30, 2026.
(5)WEX Bank borrows from short-term uncommitted federal funds lines of credit from time to time to supplement the financing of the Company’s accounts receivable. There were $195.0 million outstanding borrowings under these lines of credit as of September 30, 2026. The Bank is also a member of the FHLB of Des Moines, which provides collateralized short-term funding. As of September 30, 2026, WEX Bank had $1.4 billion
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of advances outstanding and had $14.3 million of remaining borrowing capacity. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these facilities.
(6)Under share repurchase programs, which may be authorized by our board of directors from time to time, the Company may repurchase up to specified dollar values of shares of its common stock through a variety of methods as approved by our board of directors. For additional information regarding our current authorized share repurchase program, see Financing Activities later in this Liquidity and Capital Resources section and Part I - Item 1 - Note 6, Repurchases of Common Stock, to our condensed consolidated financial statements.
Additional Sources of Cash Available
WEX Bank has the ability to borrow funds from the Federal Reserve Bank Discount Window. Borrowing limits fluctuate based on pledged assets, and as of September 30, 2026, the Company could borrow up to a maximum amount of $229.7 million. WEX Bank had no borrowings outstanding on this line of credit as of September 30, 2026. Also, under an uncommitted borrowing facility, WEX Australia can be advanced up to A$21.3 million from Bank of America in short-term funds. The Company had no borrowings outstanding on this facility as of September 30, 2026. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these borrowing arrangements.
Credit Agreement
Financial Covenants
The Credit Agreement contains various affirmative and negative covenants that, subject to certain customary exceptions, limit the Company and its subsidiaries’ (including, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries) ability to, among other things (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s assets. The Credit Agreement also contains customary financial maintenance covenants, including that the Company maintain at the end of each fiscal quarter the following financial ratios:
•a consolidated interest coverage ratio (as defined in the Credit Agreement) of no less than 3.00 to 1.00; and
•a consolidated leverage ratio (as defined in the Credit Agreement) of no more than 4.75 to 1.00.
We were in compliance with these covenants and restrictions as of September 30, 2026. Our consolidated leverage ratio, calculated as of the close of the third quarter of 2026, was 2.7 to 1.0.
Senior Notes
Financial Covenants
The Indenture contains covenants that, among other things, limit the Company’s and certain of its subsidiaries’ (other than the Bank Regulated Subsidiaries (as defined in the Indenture)) ability to (i) create or permit to exist certain liens on any of their property or assets securing any indebtedness, without securing the Senior Notes equally and ratably with (or prior to) such secured indebtedness and (ii) enter into sale leaseback transactions. The Company and the Guarantors (as defined in the Indenture) are also limited in their ability to consolidate with or into, or convey, lease or otherwise transfer all or substantially all of their assets on a consolidated basis to any person, subject to certain exceptions.
We were in compliance with these covenants and restrictions as of September 30, 2026.
Redemption provisions
Prior to March 15, 2028, the Company may, at its option, (i) redeem all or a portion of the Senior Notes at the applicable make-whole price set forth in the Indenture, or (ii) redeem up to 40 percent in aggregate principal amount of the Senior Notes in an amount not greater than the net proceeds of certain equity offerings at a redemption price equal to 106.500 percent of the principal amount of Senior Notes to be redeemed, so long as at least 50 percent of the aggregate principal amount of the Senior Notes (originally issued) remains outstanding immediately afterwards. The Company has the option to redeem all or a portion of the Senior Notes at any time on or after March 15, 2028, at specified redemption prices ranging from 100.000 percent to 103.250 percent depending on the date of redemption. Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the Company is required to offer to repurchase the Senior Notes at 101 percent of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
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Cash Flows
The table below summarizes our cash activities and adjusted free cash flow:
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash provided by (used for) | |||||||||||
| Operating activities | $ | (419.6) | $ | 159.6 | |||||||
| Investing activities | $ | (731.8) | $ | (394.3) | |||||||
| Financing activities | $ | 660.6 | $ | 216.8 | |||||||
| Non-GAAP financial measure: | |||||||||||
Adjusted free cash flow1 | $ | 502.8 | $ | 376.7 | |||||||
(1)Please refer to the section titled Non-GAAP Liquidity Measures That Supplement GAAP Measures included in Part I, Item 2 of this Form 10–Q for the reasons why we believe this is an important financial measure, and for a reconciliation to net cash provided by operating activities, the most closely comparable GAAP measure.
Operating Activities
We fund a customer’s entire receivable in the majority of our Mobility and Corporate Payments payment processing transactions, while the revenue generated by these transactions is only a small percentage of that amount. Consequently, cash flows from operations are impacted significantly by increases or decreases in fuel prices and purchase volumes, driving changes in accounts receivable and accounts payable balances, which directly impact our working capital requirements.
Cash used for operating activities for the nine months ended September 30, 2026, increased $579.2 million as compared to the same period in the prior year primarily due to the impact of higher domestic fuel prices on receivable and merchant payables balances. Cash outflows due to receivables increased by approximately $1.3 billion, partly offset by cash inflows from merchant payables, which increased approximately $600 million.
Investing Activities
Investing cash flows generally consist of capital expenditures, cash used for acquisitions and the investment of eligible custodial cash assets.
Cash used for investing activities for the nine months ended September 30, 2026, increased $337.5 million as compared to the same period in the prior year primarily due to incremental investments in available-for-sale debt securities funded by transfers of HSA deposits to WEX Bank in the current year.
Financing Activities
Financing cash flows generally consist of the issuance and repayment of debt and deposits, changes in restricted cash payable and during certain periods, may include repurchases of our common stock based on management’s evaluation of market and economic conditions and other factors.
Net cash provided by financing activities during 2026 increased $443.8 million as compared to the same period in the prior year, substantially due to an increase in Net Funding Activity driven primarily by higher relative net borrowings from the FHLB and higher Federal Fund borrowings, largely to fund higher accounts receivable balances in 2026.
During the nine months ended September 30, 2025, proceeds from borrowings on term loans and the issuance of Senior Notes were used to repurchase shares of common stock via the Tender Offer, with the excess of proceeds used to repay borrowings on the Revolving Credit Facility. As a result, these transactions collectively had little net impact on net cash flows from financing activities during 2025.
During the second quarter of 2026, the Company’s board of directors authorized a share repurchase program under which up to $1.0 billion of the Company’s common stock may be repurchased, with no expiration date. As of September 30, 2026, there was $740.0 million worth of WEX common stock available to be purchased pursuant to the repurchase program authorization.
Adjusted Free Cash Flow
Adjusted free cash flow for the nine months ended September 30, 2026, increased $126.1 million as compared to the same period in the prior year substantially due to higher operating income, primarily driven by the increase in fuel prices.
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Other Commitments, Contingencies and Contractual Obligations
As of September 30, 2026, there were generally no material changes to our contractual obligations from the information previously provided in Item 7 of our Annual Report on Form 10–K for the year ended December 31, 2025.
Regulatory Matters
A consent order issued by the FDIC on September 20, 2023 (the “2023 Order”), which noted areas for improvement within the Bank’s Compliance Management System and required remediation of these areas within prescribed time periods, was terminated on October 15, 2026 after WEX Bank actively satisfied the requirements of the 2023 Order. Related to the 2023 Order, on December 17, 2024, the FDIC assessed a civil money penalty of $650,000 to WEX Bank, which was paid in full. Neither the civil monetary penalty nor the effect of the 2023 Order had a material effect on WEX Bank’s operations or the Company’s results of operations, financial condition or cash flows.
Non–GAAP Liquidity Measures That Supplement GAAP Measures
In addition to evaluating the Company’s liquidity on a GAAP basis, Company management uses adjusted free cash flow, a non-GAAP financial measure, to evaluate cash generation by adjusting for certain activities including those related to WEX Bank. For example, WEX Bank funds certain customer receivables through the issuance of deposits, short-term debt or the HSA deposits provided by our Benefits segment. WEX Bank can also elect to invest HSA deposits. Changes in deposits, short-term debt and investment activity are reflected in the calculation of adjusted free cash flow.
We view adjusted free cash flow as an important and useful measure for understanding our cash generation from ongoing operations in order to determine the amount of cash generated that is available to be used toward management’s capital allocation priorities. Adjusted free cash flow, however, is not a measure of cash available for discretionary expenditures, as WEX has certain non-discretionary obligations and cash requirements, such as debt service requirements, that are not deducted from this measure.
Adjusted Free Cash Flow
Adjusted free cash flow is calculated as cash flows from operating activities adjusted for the inclusion of (i) net sales and maturities or purchases of current investment securities, (ii) capital expenditures, and (iii) Net Funding Activity; the exclusion of (iv) changes in WEX Bank cash balances; and the inclusion or exclusion of (v) certain other adjustments, as applicable. These items have been included or excluded in determining adjusted free cash flow for the following reasons:
•Net sales and maturities or purchases of current investment securities relates to the investment of HSA deposits, which are obtained operationally and included within Net Funding Activity described below;
•Capital expenditures are investments in property, equipment and capitalized software required to operate the business;
•To reflect cash generated by core operations, adjusted free cash flow incorporates Net Funding Activity, which includes changes in HSA deposits invested in debt securities and changes in deposits and short-term debt used specifically as part of our accounts receivable financing strategy. Because these funding activities directly support operations, incorporating them provides a view into underlying cash generation;
•WEX Bank cash, which comprises the majority of our consolidated cash balances, may be increased or decreased as a result of the timing of Net Funding Activity and regulatory capital requirements, rather than Company operating activities. Accordingly, we remove the change in WEX Bank cash balances from adjusted free cash flow, to isolate balances not readily available to WEX Inc.; and
•Management views certain other adjustments, including add-backs to operating cash flows for contingent consideration paid to sellers for acquisitions, as cash expenditures not arising from the ongoing operations of the business, and therefore excludes them from adjusted free cash flow.
Given adjusted free cash flow is a non-GAAP measure, it should not be considered as a substitute for, or superior to, operating cash flow as determined in accordance with GAAP. In addition, adjusted free cash flow as used by WEX may not be comparable to similarly titled measures employed by other companies.
The following table reconciles GAAP operating cash flow to adjusted free cash flow:
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| (in millions) | Nine Months Ended September 30, | |||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Operating cash flow, as reported | $ | (419.6) | $ | 159.6 | ||||||||||||||||
| Net sales and maturities (purchases) of current investment securities | (565.3) | (273.3) | ||||||||||||||||||
| Capital expenditures | (128.0) | (102.2) | ||||||||||||||||||
| Net Funding Activity: | ||||||||||||||||||||
| Increases in net deposits | 758.1 | 697.6 | ||||||||||||||||||
| Increases in borrowed federal funds | 195.0 | — | ||||||||||||||||||
| Participation debt | 4.8 | (9.6) | ||||||||||||||||||
| Net advances from the FHLB | 320.0 | 5.0 | ||||||||||||||||||
| Total | 1,277.9 | 693.0 | ||||||||||||||||||
| Decrease (increase) in WEX Bank cash balances | 302.0 | (162.3) | ||||||||||||||||||
Other adjustments1 | 35.9 | 61.9 | ||||||||||||||||||
| Adjusted free cash flow | $ | 502.8 | $ | 376.7 | ||||||||||||||||
1 For the nine months ended September 30, 2026 and 2025, other adjustments are predominantly comprised of contingent consideration paid to sellers in excess of acquisition-date fair value.
Critical Accounting Estimates
We have no material changes to our critical accounting estimates discussed in our Annual Report on Form 10–K for the year ended December 31, 2025.
Recently Adopted Accounting Standards
See Note 2, Significant Accounting Policies, to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10–Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As of September 30, 2026, we have no material changes to the market risk disclosures discussed in Item 7A of our Annual Report on Form 10–K for the year ended December 31, 2025.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of the principal executive officer and principal financial officer of WEX Inc., evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2026. “Disclosure controls and procedures” are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports it files or submits under the Exchange Act, is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
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Based on their evaluation, the principal executive officer and principal financial officer of WEX Inc. concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are subject to legal proceedings, claims and regulatory matters in the ordinary course of business, including but not limited to: commercial disputes; contract disputes; employment litigation; disputes regarding our intellectual property rights; alleged infringement or misappropriation by us of intellectual property rights of others; and, matters relating to our compliance with applicable laws and regulations. As of the date of this filing, we are not involved in any material legal proceedings and there are no material proceedings known to be contemplated by governmental authorities.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10–K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risk factors disclosure in our Annual Report on Form 10-K for the year ended December 31, 2025 is qualified by the information that is described in this Quarterly Report on Form 10-Q. The risks described in our Annual Report on Form 10–K for the year ended December 31, 2025 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The Company had the following common stock repurchases under share repurchase programs during the third quarter of 2026.
| Total Number of Shares Purchased | Average Price Paid per Share 2 | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs1 | ||||||||||||||||||||
| July 1 - July 31, 2026 | 248,829 | $ | 154.86 | 248,829 | $ | 901,467,256 | |||||||||||||||||
| August 1 - August 31, 2026 | 401,501 | $ | 193.63 | 401,501 | $ | 823,723,488 | |||||||||||||||||
| September 1 - September 30, 2026 | 442,491 | $ | 189.21 | 442,491 | $ | 740,000,315 | |||||||||||||||||
| Total | 1,092,821 | $ | 183.01 | 1,092,821 | |||||||||||||||||||
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(1 ) Under a share repurchase program authorization, approved by our board of directors and announced on May 14, 2026, the Company is authorized to repurchase up to a total of $1.0 billion worth of its common stock through open market purchases, privately negotiated transactions, accelerated share repurchase programs, issuer self-tender offers or other means pursuant to the share repurchase program. The share repurchase program authorization has no expiration date.
(2) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible one percent excise tax on the net value of certain stock repurchases. All dollar amounts presented exclude such excise tax, as applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f)) adopted , modified, or terminated
| Name and Title | Date Adopted (“A”), Modified (“M”) or Terminated (“T”) | Character of Trading Arrangement | Maximum Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to the Trading Arrangement | Duration of Trading Arrangement | ||||||||||
(A) | Up to | November 9, 2026 - | ||||||||||||
(A) | Up to | November 12, 2026- | ||||||||||||
(A) | Up to | December 18, 2026- | ||||||||||||
(1) This number includes (i) up to 2,801 shares of common stock subject to RSUs previously granted to Ms. Kimball (the “RSU Shares”) that vest on December 16, 2026, March 15, 2027, March 16, 2027 and March 17, 2027, (ii) up to 1,809 shares of common stock subject to PSUs (based on target performance) previously granted to Ms. Kimball on March 15, 2024 (the “PSU Shares”) with a performance end date on March 15, 2027 and (iii) up to 793 shares of common stock subject to MSUs (based on target performance) previously granted to Ms. Kimball on March 15, 2024, March 17, 2025 and March 16, 2026 (the “MSU Shares”) with performance end dates on March 15, 2027, March 17, 2027 and March 16, 2027, respectively. The aggregate number of RSU, PSU and MSU Shares available to be sold is not yet determinable as the PSU and MSU Shares will be impacted by their future attainment and the RSU, PSU and MSU Shares will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU, PSU and MSU awards.
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Item 6. Exhibits.
Exhibit No. | Description | ||||||||||
3.1 | |||||||||||
3.2 | |||||||||||
3.3 | |||||||||||
†* | 10.1 | ||||||||||
†* | 10.2 | ||||||||||
†* | 10.3 | ||||||||||
* | 31.1 | ||||||||||
* | 31.2 | ||||||||||
* | 32.1 | ||||||||||
* | 32.2 | ||||||||||
* | 101.INS | Inline XBRL Instance Document | |||||||||
* | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||
* | 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||||
* | 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | |||||||||
* | 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |||||||||
* | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
* | 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | |||||||||
* | These exhibits have been filed with this Quarterly Report on Form 10–Q. | ||||
† | Denotes a management contract or compensatory plan or arrangement. | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WEX INC. | |||||||||||
| October 29, 2026 | By: | /s/ Jagtar Narula | |||||||||
| Jagtar Narula | |||||||||||
| Chief Financial Officer | |||||||||||
| (principal financial officer and duly authorized officer) | |||||||||||
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Exhibit 10.1 WEIL\101504542\1\80807.0028 WEX INC. AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT [____] GRANT THIS AWARD AGREEMENT (this “Agreement”) is entered into by and between WEX Inc., a Delaware corporation (the “Company”), and the individual (the “Grantee”) listed on the attached Memorandum (which is incorporated herein by reference, the “Memorandum”), effective as of the Date of Grant set forth on such Memorandum (the “Date of Grant”), pursuant to the terms and conditions of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan. WHEREAS, the Company has adopted the Plan (the prospectus of which was provided to the Grantee), which is incorporated herein by reference and made part of this Agreement; WHEREAS, the Board has the authority under the Plan to grant Awards to eligible directors of the Company and its subsidiaries (collectively, the “Company Group”); and WHEREAS, the Board has determined that it would be in the best interests of the Company and its stockholders to grant the Award provided for herein to the Grantee pursuant to the Plan and this Agreement. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Company and the Grantee agree as follows: 1) Award. Subject to (i) the terms and conditions set forth in the Plan and this Agreement (including, without limitation, the Grantee’s agreement to comply with the obligations set forth in Section 5 and Section 6 below) and (ii) the Grantee’s acknowledgement of this Agreement and the Memorandum, the Company hereby grants the Grantee the number of Restricted Stock Units set forth in the Memorandum (the “RSUs”). 2) Vesting. Except as otherwise provided in Section 3(a) and Section 3(b) below, 100% of the RSUs shall vest on the earlier to occur of (i) the first anniversary of the Date of Grant and (ii) the Company’s first annual shareholder meeting following the Date of Grant, in each case, subject to the Grantee’s continued Service (as defined below) on the applicable vesting date. Subject to Section 4(b) below regarding elective deferrals, any RSUs that have vested as set forth in this Section 2 shall be settled within thirty (30) days following the vesting date. For purposes of this Agreement, “Service” means service to the Company as a member of the Board. 3) Termination; Change in Control. a) Death. Upon the Grantee’s death while in Service, any unvested RSUs shall immediately vest and, subject to Section 4(b) below regarding elective deferrals, shall be settled within thirty (30) days following the Grantee’s death.
2 b) Change in Control. Upon the occurrence of a Change in Control during the period of Service, any unvested RSUs shall immediately vest and, subject to Section 4(b) below regarding elective deferrals, shall be settled within thirty (30) days following the consummation date of such Change in Control. c) Other Terminations. Except as otherwise provided under Section 3(a) and Section 3(b) above, upon the termination of the Grantee’s Service for any reason, any RSUs that have not vested as of such termination shall be forfeited immediately, automatically and without consideration (unless the Board, in its sole discretion, determines otherwise). Notwithstanding any other provision of the Plan, this Agreement or any other agreement between any member of the Company Group and the Grantee to the contrary, the Grantee shall not be entitled to any compensation for the loss of any rights under the Plan or this Agreement as a result of the termination of the Grantee’s Service. 4) Settlement. a) General. Upon settlement of the RSUs, the Company shall deliver to the Grantee, for each vested RSU, one (1) share of Common Stock, subject to any terms and conditions set forth in the Plan or imposed by the Board. No fractional shares of Common Stock shall be delivered and any fractions shall be rounded down. b) Deferral of RSUs. Notwithstanding anything herein to the contrary, if the Grantee elected, in accordance with the Company’s Amended and Restated Non-Employee Directors Deferred Compensation Plan (the “Deferral Plan”) and the rules established by the Board, prior to the calendar year in which the Date of Grant occurs, to defer the settlement of all or any portion of the RSUs, such deferred RSUs shall not be settled in accordance with Section 2 or Section 3 (as applicable) and shall instead be credited to the Grantee’s separate deferred compensation account on the Company’s books in accordance with, and subject to the terms and conditions of, the Deferral Plan. 5) Confidential and Proprietary Information. a) The Grantee acknowledges that in connection with the Grantee’s Service, the Grantee is placed in a position of confidence and trust with the Company Group and in line with that position has and will continue to have access to information of a nature not generally disclosed to the public. The Grantee agrees to keep confidential and not: (i) use or (ii) disclose to anyone any Confidential and Proprietary Information, except in the proper course of the Grantee’s duties to the Company Group, as required by law or as authorized by the Board of Directors. “Confidential and Proprietary Information” includes but is not limited to all the Company Group’s trade secrets, business and strategic plans, financial details, computer programs, manuals, contracts, current and prospective client and supplier lists, and all other documentation, business knowledge, data, material, property and supplier lists, and developments owned, possessed or controlled by the Company Group, regardless of whether possessed or developed by the Grantee in the course of the Grantee’s Service. Such Confidential and Proprietary Information may or may not be designated as confidential or proprietary and may be oral, written or electronic media. The
3 Grantee understands that such information is owned and shall continue to be owned solely by the Company Group, and hereby represents that the Grantee has not and will not disclose, directly or indirectly, in whole or in part, any Confidential and Proprietary Information. The Grantee acknowledges that the Grantee has complied and will continue to comply with this commitment, both during the Grantee’s Service and after the termination of the Grantee’s Service. Notwithstanding the foregoing, Confidential and Proprietary Information does not include any information that: (1) is already in the public domain or becomes available to the public through no breach by the Grantee of this Agreement; (2) was lawfully in the Grantee’s possession prior to disclosure to the Grantee by the Company Group; (3) is lawfully disclosed to the Grantee by a third party (other than any member of the Company Group, or any of its representatives, agents or employees) without any obligations of confidentiality attaching to such disclosure; or (4) is developed by the Grantee entirely on the Grantee’s own time without the Company Group’s equipment, supplies or facilities and does not relate at the time of conception to the Company Group’s business or actual or demonstrably anticipated research or development. Information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now or become known to the public or are in the public domain. b) The provisions in this Agreement do not prohibit the Grantee from communicating with any governmental authority or making a report in good faith and with a reasonable belief of any violations of law or regulation to a governmental authority, or from testifying or participating in a legal proceeding relating to such violations, including providing documents or information or making other disclosures protected or required by any whistleblower law or regulation to the Securities and Exchange Commission, the Department of Labor, or any other appropriate government authority. This may include disclosure of trade secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act (DTSA). The Grantee understands, agrees and acknowledges that under the DTSA, (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (A) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (2) an individual who pursues a lawsuit for retaliation for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. Notwithstanding the foregoing, the Grantee expressly agrees to honor the confidentiality obligations in this Agreement and will only share Confidential and Proprietary Information with the Grantee’s attorney or with the government agency or entity in accordance with this Section 5. Further, nothing in this Agreement limits or affects Grantee’s right to disclose or discuss sexual harassment or sexual assault disputes. Nothing in this Agreement shall be construed to permit or condone unlawful conduct, including but not limited to the theft or misappropriation of Company Group’s property, trade secrets or information. 6) Non-Competition and Non-Solicitation. In consideration of the promises
4 contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason (except with respect to Section 6(f), which restrictions apply in perpetuity), the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company Group, whether as an agent or otherwise: a) Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company Group with whom the Grantee directly performed any services or had any direct business contact; b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company Group whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Group’s Confidential and Proprietary Information; c) Utilize the Company Group’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company Group; d) Solicit or induce, either directly or indirectly, any employee of the Company Group to leave the employ of any member of the Company Group or become employed with or otherwise engaged by any person, entity or organization other than the Company Group; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any employee of a member of the Company Group to leave the employ of such member of the Company Group or become employed with or otherwise engaged by any person, entity or organization other than a member of the Company Group; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by a member of the Company Group within sixty (60) days preceding that individual’s hire by the Grantee or the Grantee’s subsequent employer; e) Become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this Section 6(e), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s Service or within six (6) months after the Grantee’s termination of Service, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing,
5 or otherwise being involved in providing any products or services relating to transaction or payment processing, including those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or to the best of the Grantee’s knowledge contemplated to be sold by the Company or any of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing commercial travel, entertainment and purchasing credit cards. The restrictions in this Section 6 shall be effective and binding only to the extent permissible under Rule 5.6 of the Maine Rules of Professional Conduct or any similar rule governing the practice of law that is applicable to the Grantee. The restrictions in this Section 6 shall not be construed to prevent the Grantee from, following the termination of the Grantee’s Service, working for a business entity that does not compete with the Company Group simply because the entity is affiliated with a Competing Enterprise, so long as the entity is operationally separate and distinct from the Competing Enterprise and the Grantee’s job responsibilities at that entity are unrelated to the Competing Enterprise. The restrictions in this Section 6 will not apply to employment by or the rendering of services to businesses that sell fuel or convenience items if those businesses are not directly competing with the Company Group, owned or controlled. The restrictions in this Section 6 shall also not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company Group’s businesses are conducted internationally and agrees that the provisions in this Section 6 shall operate in any country in which the Company Group conducts business while the Grantee is/was engaged by the Company; and/or f) Subject to Section 5(b), and except in the proper course of the Grantee’s duties to the Company Group in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others: (a) provide any confidential information, including any information derived from the Grantee’s experience with the Company Group, to (i) any competitor of the Company Group, (ii) any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company Group, (iii) a member of the media, (iv) any prospective acquirer of any member of the Company Group, (v) any litigant or potential litigant against any member of the Company Group, (vi) any other person seeking information regarding the Company Group (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company Group, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of any member of the Company Group and/or any current or former officer, director or employee of any member of the Company Group; (c) join a “group” or become a “participant” in a solicitation with respect to the Company Group (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against any member of the Company Group, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation against any member of the Company Group, (iii) proposing to acquire any member of the Company Group or any of its assets or (iv) making any other demands
6 of any member of the Company Group. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company Group with any such Potential Adverse Party without prior written approval from the CLO. The Company Group has previously entered into agreements with certain directors, executives and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to any agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company Group, (c) solicitation or hire of the employees of any member of the Company Group, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Section 5 and Section 6 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company Group that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, reasonable and necessary under the circumstances and are reasonably required for the protection of the Company Group. The Grantee also acknowledges that in the event the Grantee breaches any part of Section 5 and Section 6 of this Agreement, the damages to the Company Group would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company Group shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if the Grantee breaches any covenant set forth in Section 6, the duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by the Company Group, or until the Company Group states in writing that it will seek no judicial relief for such breach. If any one or more provisions of Section 5 and Section 6 shall for any reason be held to be excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any of the provisions of Section 5 and Section 6 may be reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during the twelve (12) month period following the termination of the Grantee’s Service for any reason, to disclose to the Company Group, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company Group no later than
7 the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee will provide any person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Section 5 and Section 6 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company Group may send a copy of this Agreement to, or otherwise make the provisions of Section 5 and Section 6 of this Agreement known to, any of the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to assert any claim that such conduct by the Company Group is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Section 5 and Section 6 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Section 5 and Section 6, upon termination of the Grantee’s Service, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company Group. 7) Successors and Assigns; No Third Party Beneficiaries. Unless otherwise determined by the Board, the Grantee shall not be permitted to transfer or assign this Agreement or the RSUs, except as expressly permitted under the Plan. The Company may assign this Agreement to an entity controlled by or under common control with the Company or to an entity that acquires all or substantially all of the business, equity or assets of the Company. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company Group and its successors and assigns and upon the Grantee and the Grantee’s heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the Company Group and the Grantee, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 8) Taxes. As a condition to the granting of the RSUs, the Grantee acknowledges and agrees that the Grantee is solely responsible for any tax liability, including the payment of any and all applicable taxes payable in connection with this Award and the vesting and/or settlement of the RSUs. As a member of the Company’s Board who is not employed by the Company, the Grantee is treated as an independent contractor for tax purposes. Accordingly, unless otherwise required by applicable law or regulation, the Company shall not withhold any federal, state, or local income or employment taxes in connection with the RSUs or the shares of Common Stock deliverable hereunder. Grantee represents and warrants that Grantee understands the federal, state and local income tax consequences associated with this Award, including the vesting, settlement, sale or other disposition of any RSUs acquired hereunder. 9) No Rights to Continued Service. The granting of the RSUs shall impose no obligation on any member of the Company Group to continue the Service of the Grantee and shall not interfere in any way with the right of any member of the Company Group to terminate such
8 Service. 10) Governing Law. This Agreement, and all claims or causes of action or other matters that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict or choice of law rule or principle that might otherwise refer construction or interpretation thereof to the substantive laws of another jurisdiction. 11) Consent to Jurisdiction. The Company and the Grantee, by the Grantee’s execution hereof, (a) hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts in the State of Delaware for the purposes of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waive, to the extent not prohibited by applicable law, and agree not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that the Grantee is not subject personally to the jurisdiction of the above-named courts, that the Grantee’s property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named court is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agree not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise; provided, however, that the Company and the Grantee may seek to enforce a judgment issued by the above-named courts in any proper jurisdiction. The Company and the Grantee hereby consent to service of process in any such proceeding, and agree that service of process by registered or certified mail, return receipt requested, at the Grantee’s address specified pursuant to Section 15 is reasonably calculated to give actual notice. 12) WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT THE GRANTEE SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY HERETO THAT THIS SECTION 12 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 13) Compliance with Section 409A. Notwithstanding any other provision of this Agreement to the contrary:
9 a) The Company intends that the RSUs be exempt from, or satisfy the requirements of, Section 409A. This Agreement shall be interpreted in accordance with that intent, such that there are no adverse tax consequences, interest or penalties under Section 409A as a result of the RSUs. In no event whatsoever will any member of the Company Group or any of their respective directors, officers, agents, attorneys, employees, shareholders, investors, managers, fiduciaries, successors or assigns be liable for any additional tax, interest or penalties that may be imposed on the Grantee under Section 409A or any damages for failing to comply with Section 409A. b) A termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of Service unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “termination,” “terminate,” “termination of Service” or like terms shall mean “separation from service” within the meaning of Section 409A. 14) No Guarantees Regarding Tax Treatment. Grantee (or Grantee’s beneficiaries) shall be responsible for all taxes with respect to the RSUs. The Board and the Company make no guarantees regarding the tax treatment of the RSUs. Neither the Board nor the Company has any obligation to take any action to prevent the assessment of any tax under Section 409A of the Code or Section 457A of the Code or otherwise. 15) Notices. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in the regular mail, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in the Grantee’s records (or such other address as the Grantee may designate in writing to the Company), or to the Company, 1 Hancock Street, Portland, ME 04101, Attention: Chief Legal Officer, or such other address as the Company may designate in writing to the Grantee. 16) No Effect on Compensation. The amount of any compensation the Grantee receives pursuant to this Agreement shall not constitute includable compensation for purposes of determining the amount of benefits to which the Grantee is entitled to under any other compensation or benefit plan or program of the Company Group, including, without limitation, under any pension or severance benefits plan, except to the extent specifically provided by the terms of any such plan or as otherwise expressly required under applicable law. 17) Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 18) Recoupment/Clawback. Notwithstanding any other provision in the Plan or this Agreement to the contrary, any amounts paid (in cash or non-cash) to the Grantee under this Agreement that are subject to recovery under any current or future law, government regulation, stock exchange listing requirement, or policy of the Company Group (“Company Policy”), will be recouped and recovered by the Company pursuant to such law, government regulation, stock
10 exchange listing requirement, or Company Policy unless such Company Policy violates the laws of the State of Delaware. 19) Amendments. Subject to the terms of the Plan, the Board may amend, alter, suspend, discontinue or terminate this Agreement, the Plan, or any portion thereof at any time, in its sole discretion; provided, that no action taken by the Board shall adversely affect in any material respect any rights granted to the Grantee under this Agreement (other than pursuant to Article 10 of the Plan or as the Board deems necessary to comply with applicable law, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 409A) without the Grantee’s written consent. No amendment or modification of any term of this Agreement shall be effective unless signed in writing by or on behalf of the Company and, if required, the Grantee, and made in accordance with the terms of the Plan. 20) Severability. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law. 21) Entire Agreement. This Agreement (including Exhibit A), the Memorandum and the Plan constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, whether oral or written and whether express or implied, and whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof; provided, that, the Grantee shall continue to be bound by any other confidentiality, non-competition, non-solicitation and other similar restrictive covenants contained in any other agreements between the Grantee and the Company, its affiliates and their respective predecessors to which the Grantee is bound. 22) Authority. The Board has complete authority and discretion to determine Awards, and to interpret and construe the terms of the Plan and this Agreement. The determination of the Board as to any matter relating to the interpretation or construction of the Plan or this Agreement shall be final, binding and conclusive on all parties. 23) Rights as a Stockholder. The Grantee shall have no rights as a stockholder of the Company with respect to any shares of Common Stock underlying or relating to any Award until the Common Stock is issued to the Grantee, as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. 24) Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Facsimile and pdf e-mail signatures shall have the same legal effect as manual signatures.
11 25) Electronic Delivery. The Company may, in its sole discretion, decide to deliver this Agreement, the Memorandum and any other documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to sign this Agreement and the Memorandum by acknowledgment through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. IN WITNESS WHEREOF, this Agreement is effective as of the date first above written. WEX INC. By: Melissa Smith Its: Chair and Chief Executive Officer
12 EXHIBIT A State Specific Provisions This Exhibit A includes special terms and conditions applicable to Awards granted to such Grantee under the Plan if the Grantee resides and/or works in one of the jurisdictions listed below. These terms and conditions are in addition to or, if so indicated, in replacement of the terms and conditions set forth in the Agreement. This Exhibit A also includes information regarding Confidential and Proprietary Information, Non-Competition, Non-Solicitation and certain other issues of which the Grantee should be aware with respect to the Grantee’s receipt of the Restricted Stock Units and participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective jurisdictions as of March 2026. However, such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee not rely on the information noted herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Grantee vests in the Restricted Stock Units, acquires shares (or the cash equivalent) or sells the Common Stock acquired under the Restricted Stock Units. In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation and the Company is not in a position to assure the Grantee of any particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s jurisdiction may apply to the Grantee’s situation. Finally, if the Grantee is a citizen or resident of a jurisdiction other than the one in which the Grantee is currently residing and/or working, transfers residency to another jurisdiction after the Award is granted or is considered a resident of another jurisdiction for local law purposes, the terms and conditions and notifications contained herein may not be applicable to the Grantee. The Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply under these circumstances.
13 United States – North Dakota, Nebraska, Oklahoma, Oregon, Wyoming Non-Solicitation: The following provisions replace Section 6 of the Agreement in its entirety: 6) Non-Solicitation. In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that: (a) During Grantee’s Service and continuing thereafter until twelve (12) months following the termination of Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (b) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, utilize the Company Group’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company; (c) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, solicit or induce, either directly or indirectly, any employee of the Company to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company within sixty (60) days preceding that individual’s hire by the Grantee or the Grantee’s subsequent employer;
14 (d) During the term of the Grantee’s Service, the Grantee promises and agrees that the Grantee will not, in any way, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of the Grantee’s Service or relating to the Company Group’s business; and/or (e) Subject to Sub-Section 5(b), and except in the proper course of the Grantee’s duties to the Company in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others: (a) provide any confidential information, including any information derived from the Grantee’s experience with the Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the Company, (vi) any other person seeking information regarding the Company (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of the Company and/or any current or former officer, director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse Party without prior written approval from the CLO. The restrictions in this Section shall not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company Group’s businesses are conducted internationally and agrees that the provisions in this Section shall operate in any country in which the Company conducts business while the Grantee is/was engaged by the Company. The Company has previously entered into agreements with certain executives, directors and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to anyagreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing
15 Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Sections 5 or 6 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary under the circumstances and are reasonably required for the protection of the Company. The Grantee also acknowledges that in the event the Grantee breaches any part of Sections 5 or 6 of this Agreement, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if the Grantee breaches any covenant set forth in Section 6, the duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or until the Company states in writing that it will seek no judicial relief for such breach. If any one or more provisions of Sections 5 or 6 shall for any reason be held to be excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any of the provisions of Sections 5 or 6 may be reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during the twelve (12) month period following the termination of the Grantee’s Service for any reason, to disclose to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is engaged with the Company and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee will provide any person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Sections 5 and 6 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions of Sections 5 or 6 of this Agreement known to, any of the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to assert any claim that such conduct by the
16 Company is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Sections 5 or 6 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Sections 5 and 6, upon termination of the Grantee’s Service, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. United States – Colorado Only Non-Competition and Non-Solicitation: The following provisions replace Section 6 of the Agreement in its entirety: 6. Non-Competition and Non-Solicitation. In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information and trade secrets provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that: (a) During the Grantee’s Service, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company whose entity- or other customer- specific trade secret information the Grantee discovered or gained access to as a result of the Grantee’s access to Company trade secrets; (b) During the Grantee’s Service, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, utilize the Company Group’s trade secrets to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company; (c) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, solicit or induce, either directly or indirectly, any employee of the Company to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company within sixty (60) days preceding that individual’s hire by the Grantee or the Grantee’s subsequent employer;
17 (d) During the term of the Grantee’s Service, the Grantee promises and agrees that the Grantee will not, in any way, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of the Grantee’s Service or relating to the Company’s business; (e) During the term of the Grantee’s Service, the Grantee promises and agrees that the Grantee will not become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this Section 6(e), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s Service or within six (6) months after the Grantee’s termination of Service, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services relating to transaction or payment processing, including those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or to the best of the Grantee’s knowledge contemplated to be sold by the Company or any of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing commercial travel, entertainment and purchasing credit cards. The restrictions in this Section 6 shall be effective and binding only to the extent permissible under Rule 5.6 of the Maine Rules of Professional Conduct or any similar rule governing the practice of law that is applicable to the Grantee. The restrictions in this Section 6 shall not be construed to prevent the Grantee from, following the termination of the Grantee’s Service, working for a business entity that does not compete with the Company Group simply because the entity is affiliated with a Competing Enterprise, so long as the entity is operationally separate and distinct from the Competing Enterprise and the Grantee’s job responsibilities at that entity are unrelated to the Competing Enterprise. The restrictions in this Section 6 will not apply to employment by or the rendering of services to businesses that sell fuel or convenience items if those businesses are not directly competing with the Company Group, owned or controlled. The restrictions in this Section 6 shall also not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company Group’s businesses
18 are conducted internationally and agrees that the provisions in this Section 6 shall operate in any country in which the Company Group conducts business while the Grantee is/was engaged by the Company; and/or (f) Subject to Sub-Section 5(b), and except in the proper course of the Grantee’s duties to the Company in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others: (a) provide any confidential information, including any information derived from the Grantee’s experience with the Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the Company, (vi) any other person seeking information regarding the Company (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of the Company and/or any current or former officer, director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse Party without prior written approval from the CLO. If Grantee earns from the Company an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers, as adjusted annually by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment (for 2026, $130,014), then Sub-Section 6(e) shall apply both during the term of Grantee’s Service and for a period of one year thereafter. If Grantee earns from the Company an amount of annualized cash compensation equivalent to or greater than sixty-percent of the threshold amount for highly compensated workers, as adjusted annually by the Colorado Division of Labor Standards and Statistics in the Department of Labor and Employment (for 2026, $78,009), then Sub-Sections 6(a) and 6(b) shall apply both during the term of Grantee’s Service and for a period of one year thereafter. Grantee stipulates that the non-competition and customer non-solicitation covenants in Sub-Sections 6(a), 6(b) and 6(c) are reasonable and necessary for the protection of trade secrets within the meaning of the Colorado Noncompete Act. The restrictions in this Section shall not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The
19 Grantee acknowledges that the Company Group’s and its subsidiaries’ businesses are conducted internationally and agrees that the provisions in this Section shall operate in any country in which the Company conducts business while the Grantee is/was engaged by the Company. The Company has previously entered into agreements with certain executives, directors and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to anyagreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Sections 5 or 6 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary under the circumstances and are reasonably required for the protection of the Company. The Grantee also acknowledges that in the event the Grantee breaches any part of Sections 5 or 6 of this Agreement, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if the Grantee breaches any covenant set forth in Section 6, the duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or until the Company states in writing that it will seek no judicial relief for such breach. If any one or more provisions of Sections 5 or 6 shall for any reason be held to be excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any of the provisions of Sections 5 or 6 may be reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during the twelve (12) month period following the termination of the Grantee’s Service for any reason, to disclose to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is engagedwith the Company and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee will provide any
20 person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Sections 5 and 6 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions of Sections 5 or 6 of this Agreement known to, any of the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to assert any claim that such conduct by the Company is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Sections 5 or 6 are later found to be enforceable in whole or in part. Nothing in this Agreement prohibits disclosure of information that arises from Grantee’s general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that Grantee otherwise has a right to disclose as legally protected conduct. Nothing in this Agreement or in any Company policy limits or prevents Grantee from disclosing information about workplace health and safety practices or hazards, or limits or affects Grantee’s right to disclose or discuss sexual harassment or sexual assault disputes. Nothing in this Agreement limits the ability of an employee or prospective employee to disclose or discuss, either orally or in writing, any alleged discriminatory or unfair employment practices. Mindful of the obligations set forth in Sections 5 and 6, upon termination of the Grantee’s Service, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. Grantee acknowledges that Grantee received notice of the covenants not to compete in this Agreement and their terms in a separate document before Grantee accepted the offer of employment, or, if Grantee was a current employee at the time Grantee entered into this Agreement, at least fourteen (14) days before the effective date of this Agreement. Consent to Jurisdiction: The following is added to the end of Section 11: Notwithstanding the foregoing, nothing in this Agreement will require Grantee to adjudicate outside of Colorado the enforceability of a covenant not to compete or require that another state’s law other than Colorado law govern the enforceability of a covenant not to compete that applies to Grantee. United States - California Only Non-Solicitation: The following provisions replace Section 6 of the Agreement in its entirety: 6) Non-Solicitation. In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that:
21 (a) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason , the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (b) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, utilize the Company Group’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company; (c) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, utilize the Company Group’s Confidential and Proprietary Information to solicit or induce, either directly or indirectly, any employee of the Company to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or utilize the Company Group’s Confidential and Proprietary Information to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or utilize the Company Group’s Confidential and Proprietary Information to hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company within sixty (60) days preceding that individual’s hire by the Grantee or the Grantee’s subsequent employer; (d) During the term of the Grantee’s Service, the Grantee promises and agrees that the Grantee will not, in any way, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of the Grantee’s Service or relating to the Company Group’s business; and/or (e) Subject to Sub-Section 5(b), and except in the proper course of the Grantee’s duties to the Company in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others: (a) provide any confidential information, including any information derived from the Grantee’s
22 experience with the Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the Company, (vi) any other person seeking information regarding the Company (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of the Company and/or any current or former officer, director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse Party without prior written approval from the CLO. The restrictions in this Section shall not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company Group’s businesses are conducted internationally and agrees that the provisions in this Section shall operate in any country in which the Company conducts business while the Grantee is/was engaged by the Company. The Company has previously entered into agreements with certain executives, directors and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to any agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Sections 5 or 6 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary under the circumstances and are
23 reasonably required for the protection of the Company. The Grantee also acknowledges that in the event the Grantee breaches any part of Sections 5 or 6 of this Agreement, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if the Grantee breaches any covenant set forth in Section 6, the duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or until the Company states in writing that it will seek no judicial relief for such breach. If any one or more provisions of Sections 5 or 6 shall for any reason be held to be excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any of the provisions of Sections 5 or 6 may be reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during the twelve (12) month period following the termination of the Grantee’s Service for any reason, to disclose to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is engaged with the Company and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee will provide any person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Sections 5 and 6 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions of Sections 5 or 6 of this Agreement known to, any of the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to assert any claim that such conduct by the Company is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Sections 5 or 6 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Sections 5 and 6, upon termination of the Grantee’s Service, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company.
24 Governing Law: The following provision replaces Section 10 of the Agreement in its entirety: 10) Governing Law. This Agreement, and all claims or causes of action or other matters that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict or choice of law rule or principle that might otherwise refer construction or interpretation thereof to the substantive laws of another jurisdiction; except that Sections 5 and 6 shall be governed by and construed in accordance with the internal laws of the State of California, without effect to the conflicts of laws principles thereof. Consent to Jurisdiction: The following provision replaces Section 11 of the Agreement in its entirety: 11) Consent to Jurisdiction. Nothing in this Agreement will require Grantee to adjudicate outside of California a claim arising in California or be applied so as to deprive Grantee of the substantive protection of California law with respect to a controversy arising in California. Waiver of Jury Trial: Section 12 is deleted in its entirety. Nothing in this Agreement shall be construed to prohibit Grantee from disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Grantee has reason to believe is unlawful. Nothing in this Agreement shall be construed as a waiver of Grantee’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, or on the part of the agents or employees of the Company, when Grantee has been required or requested to attend such a proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature. United States – District of Columbia Only The following provisions replace Section 6 of the Agreement in its entirety: 6) Non-Solicitation. In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that: (a) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company whose entity- or other customer-specific information the Grantee
25 discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (b) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, utilize the Company Group’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company; (c) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, solicit or induce, either directly or indirectly, any employee of the Company to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company within sixty (60) days preceding that individual’s hire by the Grantee or the Grantee’s subsequent employer; and/or (d) Subject to Sub-Section 5(b), and except in the proper course of the Grantee’s duties to the Company in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others: (a) provide any confidential information, including any information derived from the Grantee’s experience with the Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the Company, (vi) any other person seeking information regarding the Company (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of the Company and/or any current or former officer, director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking a proxy
26 contest, withhold campaign or other shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse Party without prior written approval from the CLO. The restrictions in this Section shall not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company Group’s businesses are conducted internationally and agrees that the provisions in this Section shall operate in any country in which the Company conducts business while the Grantee is/was engaged by the Company. Further, nothing in this Agreement or any Company policy restricts Grantee from having additional outside employment or contract work so long as the outside work does not result in disclosure or use of confidential Company information or proprietary Company information, violate Grantee’s duty of loyalty, or create a conflict of interest. The Company has previously entered into agreements with certain executives, directors and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to any agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Sections 5 or 6 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary under the circumstances and are reasonably required for the protection of the Company. The Grantee also acknowledges that in the event the Grantee breaches any part of Sections 5 or 6 of this Agreement, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if the Grantee breaches any covenant set forth in Section 6, the duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or until the Company states in writing that it will seek no judicial relief for such breach. If any one or more provisions of Sections 5 or 6 shall for any reason be held to be excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any of the provisions of Sections 5 or 6 may be
27 reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during the twelve (12) month period following the termination of the Grantee’s Service for any reason, to disclose to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is engaged with the Company and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee will provide any person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Sections 5 and 6 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions of Sections 5 or 6 of this Agreement known to, any of the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to assert any claim that such conduct by the Company is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Sections 5 or 6 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Sections 5 and 6, upon termination of the Grantee’s Service, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. United States - Georgia Only The following provisions are added to the end of Section 6: Notwithstanding the foregoing, Confidential and Proprietary Information does not include any information voluntarily disclosed to the public by the Company Group (excluding unauthorized disclosures by Grantee or others), information that is the result of independent development by others, and information that is otherwise available in the public domain through lawful means. Nothing in this Agreement, including the definition of Confidential and Proprietary Information, limits or alters the definition of what constitutes a trade secret under any federal or state law designed to protect trade secrets. Sub-Section 6(e) shall only apply in the territory where Grantee is working at the time of Grantee’s termination. Grantee understands and stipulates that the provisions of the Agreement provide Grantee with adequate means to reasonably determine the maximum scope of the restraints placed upon Grantee at the time of the termination of Service. The Agreement shall not shall restrict Grantee from accepting business from customers, clients and/or patrons or prospective customers, clients and/or patrons of the Company Group so long as Grantee did not solicit, assist in soliciting, facilitate the solicitation of, provide, or offer to provide services to the customer, client and/or patron or prospective customer, client and/or patron of the Company Group (regardless of who first initiated contact) or use Confidential and Proprietary Information to encourage or induce them to withdraw, curtail or cancel its business with the
28 Company Group or in any other manner modify or fail to enter into any actual or potential business relationship with the Company Group. Grantee agrees, represents, and warrants that Grantee’s duties with the Company, and/or skill as a professional, satisfy the requirements of Georgia law for covenants that restrict competition under Official Code of Georgia Annotated Section 13-8- 53(a). Waiver of Jury Trial: Section 12 is deleted in its entirety. United States - Illinois Only The following provisions are added to the end of Section 6: The provisions of Sub-Section 6(e) shall only apply if the Grantee’s actual or expected annualized rate of earnings exceeds the amount required by 820 ILCS 90/10(a). The provisions of Sub- Sections 6(a), 6(b), 6(c) and 6(d) shall only apply if the Grantee’s actual or expected annualized rate of earnings exceeds the amount required by 820 ILCS 90/10(b). The Grantee acknowledges that the Grantee had at least fourteen (14) days to consider this Agreement before being required to sign it and if the Grantee signed it before the expiration of the fourteen (14) day period, the Grantee did so of the Grantee’s own volition and waived the remainder of the fourteen (14) day consideration period. The Company advises the Grantee to consult with an attorney before signing this Agreement, and the Grantee acknowledges that Grantee has been so advised. The Grantee further acknowledges that the promises and benefits provided by the Company to the Grantee constitute professional or financial benefits which are adequate consideration by themselves to support the covenants contained in Section 6. United States - Louisiana Only The following provisions are added to the end of Section 6: The provisions of Sub-Sections 6(a), 6(b), 6(c) and 6(e) shall apply only in the parishes (and equivalents) in Louisiana in the following list so long as WEX continues to carry on business therein: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, Desoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson Davis. Jefferson, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John the Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermillion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, Winn; and, if counties or their equivalent that are located outside of Louisiana must also be specified by name, the names of the counties (and equivalents) found in Geographic Areas Reference Manual published by the United States Census Bureau, also identified on the Census Bureau’s map published at https://www2.census.gov/geo/maps/general_ref/us_base/stco2003/stco2003.pdf, and at https://en.wikipedia.org/wiki/List_of_counties_by_U.S._state_and_territory which lists of county and county equivalent names by state are incorporated herein by reference as if set forth in full. Grantee agrees that the foregoing provides Grantee with adequate notice of the geographic scope of the restrictions contained herein by name of specific parish or parishes (and equivalents), municipality or municipalities, and/or parts thereof.
29 United States -Maine Only The following provisions are added to the end of Section 6: The Grantee acknowledges and agrees that (i) the Grantee was provided a copy of this Agreement three (3) or more business days in advance of any requirement to sign it, (ii) the Grantee earns wages at or above four hundred percent (400%) of the federal poverty level, (iii) Sub-Section 6(e) will not take effect until after one (1) year of the start of the Grantee’s Service or a period of six (6) months from the date this Agreement is signed, whichever is later, and (iv) the restrictions of Sub-Section 6(e) are necessary to protect the Company Group’s trade secrets, confidential information, and goodwill, and that these business interests cannot be adequately protected through alternative restrictive covenants alone. United States - Massachusetts Only Non-Competition The following provisions replace Section 6 of the Agreement in its entirety: 6) Non-Competition and Non-Solicitation. In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that during the Grantee’s Service and continuing thereafter (1) with respect to Sub-Sections 5(a) through 5(d), until twelve (12) months following the termination of the Grantee’s Service for any reason, (2) with respect to Sub-Section 6(e), until twelve (12) months following the termination of the Grantee’s Service for any reason and (3) with respect to Sub-Section 6(f), in perpetuity, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise: (a) Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company with whom the Grantee directly performed any services or had any direct business contact; (b) Contact, call on, provide advice to, solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company whose entity- or other customer-specific information the Grantee discovered or gained access to as a result of the Grantee’s access to Company Confidential and Proprietary Information; (c) Utilize the Company Group’s Confidential and Proprietary Information to solicit, take away business, divert business, and/or influence or attempt to influence, either directly or indirectly, any customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company;
30 (d) Solicit or induce, either directly or indirectly, any employee of the Company to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or take any action to assist any subsequent employer or any other person, entity or organization, either directly or indirectly, in soliciting or inducing any Company employee to leave the employ of the Company or become employed with or otherwise engaged by any person, entity or organization other than the Company; or hire or employ, or assist in the hiring or employment of, either directly or indirectly, any individual employed by the Company within sixty (60) days preceding that individual’s hire by the Grantee or the Grantee’s subsequent employer; (e) Become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Enterprise. For purposes of this Sub- Section 6(e), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s Service or within six (6) months after the Grantee’s termination of Service or its subsidiaries, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services relating to transaction or payment processing, including those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or to the best of the Grantee’s knowledge contemplated to be sold by the Company or any of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing commercial travel, entertainment and purchasing credit cards. The restrictions in this Section 6 shall be effective and binding only to the extent permissible under Rule 5.6 of the Maine Rules of Professional Conduct or any similar rule governing the practice of law that is applicable to the Grantee. The restrictions in this Section shall not be construed to prevent the Grantee from, following the termination of the Grantee’s Service, working for a business entity that does not compete with the Company or its subsidiaries simply because the entity is affiliated with a Competing Enterprise, so long as the entity is operationally separate and distinct from the Competing Enterprise and the Grantee’s job responsibilities at that entity are unrelated to the Competing Enterprise. The restrictions in this Section will not apply to employment by or the rendering of services to businesses that sell fuel or convenience items if those businesses are not directly competing with the Company or its subsidiaries, owned or controlled. The restrictions in this Section shall also not be deemed to prohibit the Grantee from owning not more than one percent (1%) of
31 the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company Group’s businesses are conducted internationally and agrees that the provisions in this Section shall operate in any country in which the Company conducts business while the Grantee is/was engaged by the Company. The Grantee acknowledges that the Company’s grant and provision of the Restricted Stock Units, to which the Grantee would not be entitled absent execution of this Agreement, constitute fair, reasonable, and mutually agreed upon consideration to support this Sub-Section 6(e). This Sub-Section 6(e), only, shall not apply if the Grantee is terminated without Cause or laid off. For purposes of this Sub-Section 6(e), only, the term “Cause” shall mean willful misconduct by the Grantee or willful failure by the Grantee to perform his or her responsibilities to the Company (including, without limitation, breach by the Grantee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Grantee and the Company), as determined by the Company, which determination shall be conclusive. The Grantee’s engagement shall be considered to have been terminated for Cause if the Company determines, within thirty (30) days after the Grantee’s termination, that termination for Cause was warranted; and/or (f) Subject to Sub-Section 5(b), and except in the proper course of the Grantee’s duties to the Company in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others: (a) provide any confidential information, including any information derived from the Grantee’s experience with the Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the Company, (vi) any other person seeking information regarding the Company (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of the Company and/or any current or former officer, director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse Party without prior written approval from the CLO.
32 The Company has previously entered into agreements with certain executives, directors and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to any agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Sections 5 or 6 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary under the circumstances and are reasonably required for the protection of the Company. The Grantee also acknowledges that in the event the Grantee breaches any part of Sections 5 or 6 of this Agreement, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding. The Grantee further understands and agrees that if the Grantee breaches any covenant set forth in Section 6, the duration of any covenant so breached shall, to the fullest extent permitted by law, automatically be tolled from the date of the first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by the Company, or until the Company states in writing that it will seek no judicial relief for such breach; except that the duration of the covenants contained in Sub-Section 6(e), only, shall extend to twenty-four (24) months if the Grantee breached his or her fiduciary duty to the Company and/or if the Grantee has unlawfully taken, physically or electronically, property belonging to the Company. If any one or more provisions of Sections 5 or 6 shall for any reason be held to be excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any of the provisions of Sections 5 or 6 may be reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during the twelve (12) month period following the termination of the Grantee’s Service for any reason, to disclose to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The
33 Grantee agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is engaged with the Company and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee will provide any person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Sections 5 and 6 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions of Sections 5 or 6 of this Agreement known to, any of the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to assert any claim that such conduct by the Company is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Sections 5 or 6 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Sections 5 and 6, upon termination of the Grantee’s Service, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. The Grantee is hereby informed that the Grantee has the right to consult with counsel prior to signing this Agreement. Governing Law: The following provision replaces Section 10 of the Agreement in its entirety: 10) Governing Law. This Agreement, and all claims or causes of action or other matters that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict or choice of law rule or principle that might otherwise refer construction or interpretation thereof to the substantive laws of another jurisdiction; except that Sub-Section 6(e) only shall be governed by the internal laws of the Commonwealth of Massachusetts if the Grantee was a resident of Massachusetts for thirty (30) days immediately preceding Grantee’s cessation of Service. Consent to Jurisdiction The following is added to the end of Section 11: Notwithstanding the foregoing, any civil action relating to Section 6(e) shall be brought in the state or federal court in and for the county where Grantee resides. United States - Minnesota Only Non-Competition Sub-section 6(e) of the Agreement, alone, is deleted in its entirety.
34 Consent to Jurisdiction The following is added to the end of Section 11: Nothing in this Agreement will require Grantee to adjudicate outside of Minnesota any claim involving a covenant not to compete arising in Minnesota, or deprive Grantee of the substantive protection of Minnesota law with respect to a controversy arising in Minnesota involving a covenant not to compete. United States - Washington Only The following provisions replace Section 6 of the Agreement in its entirety: 6) Non-Competition and Non-Solicitation. In consideration of the promises contained herein and the Grantee’s access and exposure to Confidential and Proprietary Information provided to the Grantee, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Grantee agrees that: (a) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, solicit any current customer of the Company to cease or reduce the extent to which it is doing business with the Company; (b) During the Grantee’s Service and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee shall not, on behalf of the Grantee or on behalf of or in conjunction with any other person, entity or organization other than the Company, whether as an agent or otherwise, solicit any employee of the Company to leave the Company; (c) During the term of the Grantee’s Service, the Grantee promises and agrees that the Grantee will not, in any way, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of the Grantee’s Service or relating to the Company Group’s business; (d) If, as of the date enforcement is sought or Grantee’s last day of engagement(whichever is earlier), Grantee’s earnings from the Company in the prior year (or portion thereof for which Grantee was engaged), when annualized, exceed the amount required by Wash. Rev. Code 49.62.020 as adjusted by 49.62.040 (for 2026, $126,859), then Grantee shall not become employed by, render services to or directly or indirectly (whether for compensation or otherwise, and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity), own or hold a proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner
35 with, any Competing Enterprise. For purposes of this Sub-Section 6(d), a “Competing Enterprise” means any entity, organization or person engaged, or planning to become engaged, in substantially the same or similar business to that being conducted or actively and specifically planned to be conducted during the Grantee’s Service or within six (6) months after the Grantee’s termination of Service or its subsidiaries, owned or controlled. It includes, without limitation: (i) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing any products or services relating to transaction or payment processing, including those for the benefit of fleets; travel; healthcare; education; payroll; or, benefits through charge cards, credit cards, procurement cards or any other form of payment services or electronic commerce; (ii) the sale, distribution or publication of petroleum product pricing or management information or other products or services currently sold or to the best of the Grantee’s knowledge contemplated to be sold by the Company or any of its owned or controlled subsidiaries, and (iii) the business of developing, managing, operating, marketing, processing, financing, or otherwise being involved in providing commercial travel, entertainment and purchasing credit cards. The restrictions in this Section 6 shall be effective and binding only to the extent permissible under Rule 5.6 of the Maine Rules of Professional Conduct or any similar rule governing the practice of law that is applicable to the Grantee. The restrictions in this Section shall not be construed to prevent the Grantee from, following the termination of the Grantee’s Service, working for a business entity that does not compete with the Company or its subsidiaries simply because the entity is affiliated with a Competing Enterprise, so long as the entity is operationally separate and distinct from the Competing Enterprise and the Grantee’s job responsibilities at that entity are unrelated to the Competing Enterprise. The restrictions in this Section will not apply to employment by or the rendering of services to businesses that sell fuel or convenience items if those businesses are not directly competing with the Company or its subsidiaries, owned or controlled. The restrictions in this Section shall also not be deemed to prohibit the Grantee from owning not more than one percent (1%) of the total shares of all classes of stock of any publicly held company. The Grantee acknowledges that the Company Group’s businesses are conducted internationally and agrees that the provisions in this Section shall operate in any country in which the Company conducts business while the Grantee is/was engaged by the Company. In the event Grantee’s Service is terminated as a result of a layoff, this Sub-Section 6(d) will not be enforced by the Company. If Grantee is a new hire, Grantee acknowledges that the terms of this Agreement were disclosed to Grantee in writing no later than the time of the acceptance of the offer of employment. If Grantee is a current employee, Grantee acknowledges that this Agreement provides, and Grantee has received, good, valuable, sufficient and independent consideration for this Sub-Section 6(d); and/or (e) Subject to Sub-Section 5(b), and except in the proper course of the Grantee’s duties to the Company in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others: (a) provide any confidential information, including any information derived from the Grantee’s experience with the Company, to (i) any competitor of the Company, (ii)
36 any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the Company, (vi) any other person seeking information regarding the Company (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of the Company and/or any current or former officer, director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse Party without prior written approval from the CLO. The Company has previously entered into agreements with certain executives, directors and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to any agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of Company employees, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Sections 5 or 6 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the provision that provides the greatest protection to the Company that is enforceable under applicable law. The Grantee agrees and acknowledges that the period of time, geographical scope, activity and subject of the above-noted restrictive covenants imposed by this Agreement are fair, and reasonable and necessary under the circumstances and are reasonably required for the protection of the Company. The Grantee also acknowledges that in the event the Grantee breaches any part of Sections 5 or 6 of this Agreement, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restrictive covenants contained in this Agreement. Further, the Grantee consents to the issuance of a temporary restraining order or preliminary injunction to maintain the status quo pending the outcome of any proceeding.
37 If any one or more provisions of Sections 5 or 6 shall for any reason be held to be excessively broad as to time, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the greatest extent compatible with applicable law as it shall then appear, and the parties expressly agree that any of the provisions of Sections 5 or 6 may be reformed, modified, revised, edited or blue-penciled to make such provision enforceable, to the fullest extent permitted by law, and the parties consent to the enforcement of such provision as so reformed, modified, revised, edited or blue-penciled. The Grantee agrees, during the twelve (12) month period following the termination of the Grantee’s Service for any reason, to disclose to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity. While the Grantee is engaged with the Company and continuing thereafter until twelve (12) months following the termination of the Grantee’s Service for any reason, the Grantee will provide any person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Sections 5 and 6 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may be held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions of Sections 5 or 6 of this Agreement known to, any of the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to assert any claim that such conduct by the Company is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Sections 5 or 6 are later found to be enforceable in whole or in part. Mindful of the obligations set forth in Sections 5 and 6, upon termination of the Grantee’s Service, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. Governing Law: The following provision replaces Section 10 of the Agreement in its entirety: 10) Governing Law. This Agreement, and all claims or causes of action or other matters that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict or choice of law rule or principle that might otherwise refer construction or interpretation thereof to the substantive laws of another jurisdiction. If the laws of the State of Washington apply to the Grantee, then nothing in this Agreement shall be construed to deprive the Grantee of the protections or benefits of the Washington Noncompete Act (RCW §§49.62.005 – 900), or allows or requires the application of choice of law principles or the substantive law of any jurisdiction other than Washington state for any noncompetition covenant. Consent to Jurisdiction:
38 The following is added to the end of Section 11: If the laws of the State of Washington apply to the Grantee, then nothing in this Agreement shall require the Grantee to adjudicate a noncompetition covenant outside of the State of Washington. Grantee understands that nothing in this Agreement or in any Company policy prevents Grantee from discussing or disclosing conduct, or the existence of a settlement involving conduct, that Grantee reasonably believed to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as illegal under state, federal, or common law, or that is recognized as against a clear mandate of public policy, where the conduct occurred at the workplace, at work-related events coordinated by or through the employer, between employees, or between an employer and an employee, whether on or off the employment premises; provided, however, that Grantee remains subject to any obligation to keep confidential the amount paid in settlement of any claim.
Exhibit 10.2 NED Fully-Vested Form WEIL\101588137\1\80807.0028 WEX INC. AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT [____] DEFERRED CASH RETAINER GRANT THIS AWARD AGREEMENT (this “Agreement”) is entered into by and between WEX Inc., a Delaware corporation (the “Company”), and the individual (the “Grantee”) listed on the attached Memorandum (which is incorporated herein by reference, the “Memorandum”), effective as of the Date of Grant set forth on such Memorandum (the “Date of Grant”), pursuant to the terms and conditions of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (the “Plan”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan. WHEREAS, the Company has adopted the Plan (the prospectus of which was provided to the Grantee), which is incorporated herein by reference and made part of this Agreement; WHEREAS, in accordance with the Company’s Amended and Restated Non-Employee Directors Deferred Compensation Plan (the “Deferral Plan”) and the rules established by the Board, prior to [January 1, 202[_]]1 (the “Election Date”), the Grantee has provided the Company with a deferral election form pursuant to which the Grantee has elected to defer all or a portion of the Grantee’s annual cash retainer in respect of the Grantee’s Service (as defined below) following the Election Date (such amount deferred, the “Deferred Amount”); WHEREAS, in accordance with the Deferral Plan and the rules established by the Board, the Deferred Amount will be issued to the Grantee in the form of fully-vested restricted stock units, which restricted stock units will be credited to the Grantee’s separate deferred compensation account on the Company’s books (the “DC Account”); WHEREAS, the Board has the authority under the Plan to grant Awards to eligible directors of the Company and its subsidiaries (collectively, the “Company Group”); and WHEREAS, the Board has determined that it would be in the best interests of the Company and its stockholders to grant the Award provided for herein to the Grantee pursuant to the Plan and this Agreement. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Company and the Grantee agree as follows: 1) Award. Subject to (i) the terms and conditions set forth in the Plan and this Agreement and (ii) the Grantee’s acknowledgement of this Agreement and the Memorandum, the Company hereby grants the Grantee the number of Restricted Stock Units set forth in the Memorandum (the “RSUs”), which RSUs have a Grant Date Fair Market Value equal to the Deferred Amount. 1 Note to Draft: To be updated for any new directors who make an initial deferral election.
2 2) Vesting. The RSUs shall be fully vested on the Date of Grant. 3) Deferral of RSUs. In accordance with the Deferral Plan and the rules established by the Board, the RSUs granted hereunder shall be credited to the Grantee’s DC Account in accordance with, and subject to the terms and conditions of, the Deferral Plan. 4) Distribution. The RSUs granted hereunder shall be distributed to the Grantee in connection with the distribution of the Grantee’s DC Account in accordance with Section 8 of the Deferral Plan. 5) Successors and Assigns; No Third Party Beneficiaries. Unless otherwise determined by the Board, the Grantee shall not be permitted to transfer or assign this Agreement or the RSUs, except as expressly permitted under the Plan and the Deferral Plan. The Company may assign this Agreement to an entity controlled by or under common control with the Company or to an entity that acquires all or substantially all of the business, equity or assets of the Company. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company Group and its successors and assigns and upon the Grantee and the Grantee’s heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the Company Group and the Grantee, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 6) Taxes. As a condition to the granting of the RSUs, the Grantee acknowledges and agrees that the Grantee is solely responsible for any tax liability, including the payment of any and all applicable taxes payable in connection with this Award and the distribution of the RSUs in connection with the distribution of the Grantee’s DC Account. As a member of the Company’s Board who is not employed by the Company, the Grantee is treated as an independent contractor for tax purposes. Accordingly, unless otherwise required by applicable law or regulation, the Company shall not withhold any federal, state, or local income or employment taxes in connection with the RSUs or the distribution of the Grantee’s DC Account. Grantee represents and warrants that Grantee understands the federal, state and local income tax consequences associated with this Award, including upon distribution of the Grantee’s DC Account. 7) No Rights to Continued Service. The granting of the RSUs shall impose no obligation on any member of the Company Group to continue the Grantee’s service to the Company as a member of the Board (“Service”) and shall not interfere in any way with the right of any member of the Company Group to terminate such Service. 8) Governing Law. This Agreement, and all claims or causes of action or other matters that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict or choice of law rule or principle that might otherwise refer construction or interpretation thereof to the substantive laws of another jurisdiction. 9) Consent to Jurisdiction. The Company and the Grantee, by the Grantee’s
3 execution hereof, (a) hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts in the State of Delaware for the purposes of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waive, to the extent not prohibited by applicable law, and agree not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that the Grantee is not subject personally to the jurisdiction of the above-named courts, that the Grantee’s property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named court is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agree not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise; provided, however, that the Company and the Grantee may seek to enforce a judgment issued by the above-named courts in any proper jurisdiction. The Company and the Grantee hereby consent to service of process in any such proceeding, and agree that service of process by registered or certified mail, return receipt requested, at the Grantee’s address specified pursuant to Section 13 is reasonably calculated to give actual notice. 10) WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT THE GRANTEE SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY HERETO THAT THIS SECTION 10 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 11) Compliance with Section 409A. Notwithstanding any other provision of this Agreement to the contrary: a) The Company intends that the RSUs be exempt from, or satisfy the requirements of, Section 409A. This Agreement shall be interpreted in accordance with that intent, such that there are no adverse tax consequences, interest or penalties under Section 409A as a result of the RSUs. In no event whatsoever will any member of the Company Group or any of their respective directors, officers, agents, attorneys, employees, shareholders, investors, managers, fiduciaries, successors or assigns be liable for any additional tax, interest or penalties that may be imposed on the Grantee under Section 409A or any damages for failing to comply with Section 409A.
4 b) A termination of Service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of Service unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “termination,” “terminate,” “termination of Service” or like terms shall mean “separation from service” within the meaning of Section 409A. 12) No Guarantees Regarding Tax Treatment. Grantee (or Grantee’s beneficiaries) shall be responsible for all taxes with respect to the RSUs and the Grantee’s DC Account. The Board and the Company make no guarantees regarding the tax treatment of the RSUs and the Grantee’s DC Account. Neither the Board nor the Company has any obligation to take any action to prevent the assessment of any tax under Section 409A of the Code or Section 457A of the Code or otherwise. 13) Notices. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in the regular mail, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in the Grantee’s records (or such other address as the Grantee may designate in writing to the Company), or to the Company, 1 Hancock Street, Portland, ME 04101, Attention: Chief Legal Officer, or such other address as the Company may designate in writing to the Grantee. 14) No Effect on Compensation. The amount of any compensation the Grantee receives pursuant to this Agreement shall not constitute includable compensation for purposes of determining the amount of benefits to which the Grantee is entitled to under any other compensation or benefit plan or program of the Company Group, including, without limitation, under any pension or severance benefits plan, except to the extent specifically provided by the terms of any such plan or as otherwise expressly required under applicable law. 15) Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 16) Recoupment/Clawback. Notwithstanding any other provision in the Plan or this Agreement to the contrary, any amounts paid (in cash or non-cash) to the Grantee under this Agreement that are subject to recovery under any current or future law, government regulation, stock exchange listing requirement, or policy of the Company Group (“Company Policy”), will be recouped and recovered by the Company pursuant to such law, government regulation, stock exchange listing requirement, or Company Policy unless such Company Policy violates the laws of the State of Delaware. 17) Amendments. Subject to the terms of the Plan, the Board may amend, alter, suspend, discontinue or terminate this Agreement, the Plan, or any portion thereof at any time, in its sole discretion; provided, that no action taken by the Board shall adversely affect in any material respect any rights granted to the Grantee under this Agreement (other than pursuant to
5 Article 10 of the Plan or as the Board deems necessary to comply with applicable law, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 409A) without the Grantee’s written consent. No amendment or modification of any term of this Agreement shall be effective unless signed in writing by or on behalf of the Company and, if required, the Grantee, and made in accordance with the terms of the Plan. 18) Severability. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law. 19) Entire Agreement. This Agreement (including Exhibit A), the Memorandum, the Deferral Plan and the Plan constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, whether oral or written and whether express or implied, and whether in term sheets, presentations or otherwise, among the parties hereto, or between any of them, with respect to the subject matter hereof. The Grantee shall continue to be bound by any confidentiality, non-competition, non-solicitation and other similar restrictive covenants contained in any agreement between the Grantee and the Company, its affiliates and their respective predecessors to which the Grantee is bound. 20) Authority. The Board has complete authority and discretion to determine Awards, and to interpret and construe the terms of the Plan and this Agreement. The determination of the Board as to any matter relating to the interpretation or construction of the Plan or this Agreement shall be final, binding and conclusive on all parties. 21) Rights as a Stockholder. The Grantee shall have no rights as a stockholder of the Company with respect to any shares of Common Stock underlying or relating to any Award until the Common Stock is issued to the Grantee, as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. 22) Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Facsimile and pdf e-mail signatures shall have the same legal effect as manual signatures. 23) Electronic Delivery. The Company may, in its sole discretion, decide to deliver this Agreement, the Memorandum and any other documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to sign this Agreement and the Memorandum by acknowledgment through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
6 IN WITNESS WHEREOF, this Agreement is effective as of the date first above written. WEX INC. By: Melissa Smith Its: Chair and Chief Executive Officer
7 EXHIBIT A State Specific Provisions This Exhibit A includes special terms and conditions applicable to Awards granted to such Grantee under the Plan if the Grantee resides and/or works in one of the jurisdictions listed below. These terms and conditions are in addition to or, if so indicated, in replacement of the terms and conditions set forth in the Agreement. If the Grantee is a citizen or resident of a jurisdiction other than the one in which the Grantee is currently residing and/or working, transfers residency to another jurisdiction after the Award is granted or is considered a resident of another jurisdiction for local law purposes, the terms and conditions and notifications contained herein may not be applicable to the Grantee. The Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply under these circumstances. United States - California Only Consent to Jurisdiction: The following provision replaces Section 9 of the Agreement in its entirety: 9) Consent to Jurisdiction. Nothing in this Agreement will require Grantee to adjudicate outside of California a claim arising in California or be applied so as to deprive Grantee of the substantive protection of California law with respect to a controversy arising in California. Waiver of Jury Trial: Section 10 is deleted in its entirety. United States - Georgia Only Waiver of Jury Trial: Section 10 is deleted in its entirety.
Exhibit 10.3 WEX Inc. Non-Employee Director Compensation Plan Effective May 14, 2026 Originally Adopted December 13, 2014 The following description of WEX’s Non-Employee Director Compensation Plan is a summary only and is qualified in its entirety by reference to agreements and plan documents governing WEX’s Non-Employee Director Compensation program, which can be found as exhibits to our periodic filings with the SEC. Annual Cash Retainers The Company shall pay each non-employee board member the following annual cash retainer(s) based upon his or her service. All payments hereunder shall be made in equal quarterly amounts. Board Chair Cash Retainer $ 185,000 Annual Director Cash Retainer (other than Board Chair) $ 85,000 Audit Committee Chair Cash Retainer $ 30,000 Leadership Development and Compensation Committee Chair Cash Retainer $ 25,000 Technology and Cybersecurity Committee Chair Cash Retainer $ 20,000 Finance Committee Chair Cash Retainer $ 20,000 Nominating and Governance Committee Chair Cash Retainer $ 20,000 Equity Retainers All directors at the conclusion of the annual stockholders’ meeting (“ASM”) shall be granted a number of restricted stock units (“RSUs”) worth the equivalent of $215,000 at the then current stock price. Such RSUs will vest on the earlier to occur of (i) the first anniversary of the grant date and (ii) the Company’s first ASM following the grant date. New Director Equity Grants In addition to the annual equity retainers, all new directors shall be granted a number of RSUs worth the equivalent of $100,000 at the then current stock price. Such RSUs are granted either (i) at the next ASM after a new director's appointment by the Board or (ii) upon initial election to the Board by our stockholders, whichever comes first, and will vest on the earlier to occur of (i) the first anniversary of the grant date and (ii) the Company’s first ASM following the grant date. Fee Deferral Directors may defer all or part of their cash retainers and equity retainers into deferred stock units which will be payable in Company shares to the director 200 days following cessation of board service. Expense Reimbursement Directors are reimbursed by the Company for their out-of-pocket travel and related expenses incurred in attending all Board and committee meetings. Proration of Annual Cash Retainers for New or Departing Directors Annual cash retainers will be paid on a prorated basis to each new or departing director, who has served in the relevant capacity at any point during the immediately preceding fiscal quarter.
EXHIBIT 31.1
CERTIFICATION
I, Melissa D. Smith, certify that:
1.I have reviewed this quarterly report on Form 10-Q of WEX Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 29, 2026
| /s/ Melissa D. Smith | ||
| Melissa D. Smith | ||
| Chief Executive Officer | ||
EXHIBIT 31.2
CERTIFICATION
I, Jagtar Narula, certify that:
1.I have reviewed this quarterly report on Form 10-Q of WEX Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 29, 2026
| /s/ Jagtar Narula | ||
| Jagtar Narula | ||
| Chief Financial Officer (Principal financial officer) | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of WEX Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa D. Smith, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Melissa D. Smith | ||
| Melissa D. Smith | ||
| Chief Executive Officer | ||
| October 29, 2026 | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of WEX Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jagtar Narula, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Jagtar Narula | ||
| Jagtar Narula | ||
| Chief Financial Officer | ||
| (Principal financial officer) | ||
| October 29, 2026 | ||