Melanie J. Tinto - 15 Mar 2024 Form 4 Insider Report for WEX Inc. (WEX)

Footnote F1

Effective December 1, 2023, WEX eliminated WEX Inc. Common Stock as an investment alternative available under WEX's 401(k) plan. As a result, the plan liquidated the shares of WEX common stock it held, including 560 shares of WEX common stock the reporting person previously reported as beneficially owned under the plan.

Footnote F2

Represents tax withholding in connection with the vesting of the Restricted Stock Units ("RSUs") on March 15, 2024.

Footnote F3

Restricted Stock Units vested on March 15, 2024 and each RSU converted into one share of common stock.

Footnote F4

Restricted Stock Units ("RSUs") vest with respect to one-third of these shares on each one year anniversary of this grant.

Footnote F5

Each market share unit (MSU), a form of performance-based restricted stock unit, converts into the number of shares of common stock determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average) divided by the close price on the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%. The target number of MSUs is reported in this Form 4.

Footnote F6

One-third of the MSU award will vest on each of the first, second and third anniversaries of the grant date and will be converted into shares of common stock based on a payout factor, provided that the MSUs will only vest if the payout factor is at least 60%, and if the payout factor is not at least 60% on an applicable vesting date MSUs eligible to vest on that date will be forfeited.