WEX Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 14a-101)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

WEX Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Page references are supplied to help you find further information in this Proxy Statement.

This proxy statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of WEX Inc. for use at the Annual Meeting of Stockholders, to be held virtually athttps://web.lumiagm.com/289188153, password wex2024, on May 9, 2024, at 8:00 a.m. EDT, and any postponement or adjournment thereof. In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide our stockholders access to our proxy materials on the Internet (https://ir.wexinc.com/financials/annual-reports-proxy-esg/default.aspx). This proxy statement, the Notice and the accompanying proxy card, together with a copy of our Annual Report on Form 10-K filed for the year ended December 31, 2023 (the “Annual Report on Form 10-K”) with the SEC on February 23, 2024, are first being released to the Company’s stockholders on or about April 23, 2024. The Company’s principal executive offices are located at 1 Hancock Street, Portland, Maine 04101.

Election of DirectorsThe Board recommends a vote FOR each director nominee. See page 10.

Our Board of Directors

As a result of the adoption of our Amended and Restated Certificate of Incorporation, which was approved by our Board of Directors (the “Board”) and by our stockholders during the Company's 2021 Annual Meeting of Stockholders, following this 2024 Annual Meeting of Stockholders (the “Annual Meeting”), the Company will have completed the process of declassifying the Board, which was previously divided into three classes. All directors who were elected to serve for a term expiring at the Annual Meeting, which as of this Annual Meeting, includes the entire Board, are subject to re-election at this Annual Meeting. Accordingly, each director nominated for election at the Annual Meeting, if elected, will serve for a one-year term, expiring at the 2025 Annual Meeting of Stockholders, and until their respective successors are elected and qualified.

On December 7, 2023, the Board increased the number of seats on of the Board from 11 to 12 and, as part of its ongoing Board refreshment efforts, elected Aimee Cardwell to fill the newly-created vacancy, for a term expiring at the Annual Meeting and until her successor is elected and qualified.

To further support our Board's refreshment, and as further discussed below, Regina Sommer has not been re-nominated for election to the Board and, therefore, will not stand for re-election. The Company wishes to thank Ms. Sommer for her dedication to the Company and service on the Board. As a result, the Board has determined that, effective immediately after the Annual Meeting, the number of seats on the Board will be reduced from 12 to 11.

The following table provides summary information about each director nominee, including anticipated committee assignments following the Annual Meeting, assuming each nominees' successful election:

(1)For a discussion regarding our board's current committee assignments, please go to "Standing Committees of the Board" found on page 27. The information on this page depicts the anticipated composition of the Board's committees following the Annual Meeting.

Board Nominee Snapshot*

*Reflects the anticipated composition of the Board and its Committees following the Annual Meeting.

Advisory (Non-Binding) Vote on the Compensation of Our Named Executive OfficersThe Board recommends a vote FOR this proposal. See page 41.

Our Approach to Compensation

Our compensation programs are designed and administered to balance the achievement of near-term operational results and long-term growth goals with the ultimate objective of increasing long-term stockholder value. The principal elements of an executive’s total compensation consist of base salary, an annual cash bonus (which we call our short term incentive program, or, STIP), and long-term incentives.

The majority of CEO compensation is variable (“at risk”). For 2023, 92%of target total direct compensation was variable for our CEO in her core compensation program. This directly ties pay to Company performance outcomes, including financial results, strategic initiatives, and stock price performance, whichthe Leadership Development and Compensation Committee of the Board believes directly aligns with the interests of our stockholders.

The majority of the compensation for the remaining Named Executive Officers is also variable and tied directly to Company performance outcomes, as described above.

Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm For Fiscal Year 2024The Board recommends a vote FOR this proposal. See page 72.

The Audit Committee of the Board has selected Deloitte & Touche LLP (D&T) as the Company’s independent registered public accountant for the 2024 fiscal year. D&T has served as the Company’s independent registered public accountant since 2003. We are asking our stockholders to ratify this selection.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Stockholders will also consider and transact any other business properly coming before the Annual Meeting.

Our Annual Meeting of Stockholders will be conducted exclusively via the Internet as a virtual web conference to enable greater stockholder attendance and participation from any location around the world. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that stockholders can attend the Annual Meeting online, vote their shares electronically during the online meeting and submit questions during the online meeting by visiting https://web.lumiagm.com/289188153. The password for the meeting is wex2024. If you have any questions, please contact D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the Annual Meeting. Stockholders may call them toll free at (800) 283-9185. Banks and brokers may call them at (212) 269-5550.

We will begin mailing to our stockholders our Annual Report for the fiscal year ended December 31, 2023, and our proxy materials on or about April 23, 2024.

Stockholders who owned shares of our common stock at the close of business on March 28, 2024 are entitled to attend the Annual Meeting online and vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. Stockholders that owned stock in “street name” as of such date must demonstrate proof of beneficial ownership to virtually attend the Annual Meeting and must obtain a legal proxy from their bank, broker or other nominee to vote electronically during the Annual Meeting. A list of our registered stockholders as of the close of business on the record date will be available for ten days prior to the Annual Meeting between the hours of 9:00 a.m. and 4:00 p.m. Eastern Time, at the Office of the General Counsel, WEX Inc., 1 Hancock Street, Portland, Maine 04101. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting. Further information about how to register to attend the Annual Meeting, attend the Annual Meeting online, vote your shares electronically during the meeting, and submit questions online during the meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

Sara T.W. Trickett

Acting General Counsel and Assistant Corporate Secretary

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 9, 2024:

The proxy statement and 2023 Annual Report, which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available for viewing, printing, and downloading, free of charge, athttps://ir.wexinc.com/financials/annual-reports-proxy-esg/.

How to Vote: If you are a stockholder of record, to vote prior to the Annual Meeting you may use the following voting methods:

If you are a stockholder of record, you may also vote your shares electronically during the virtual Annual Meeting by visiting https://web.lumiagm.com/289188153. The password for the Annual Meeting is wex2024.

If you hold your stock in “street name,” that is, stock held for your account by a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee in order to vote prior to or during the Annual Meeting. If you hold your stock in “street name,” you must obtain a legal proxy from your bank, broker or other nominee in order to vote during the Annual Meeting.

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