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. ("WEX", "our(s)", "we", or "the Company") for use at the Annual Meeting of Stockholders, to be held virtually athttps://web.lumiconnect.com/289188153, password wex2025, on May 15, 2025, at 8:00 a.m. EDT (the "Annual Meeting"), and any postponement or adjournment thereof. We will begin mailing this Proxy Statement, our Annual Report to stockholders, which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025 (the "Annual Report on Form 10-K"), and our proxy card to our stockholders on or about April 17, 2025. Additionally, our stockholders can access our proxy materials on the Internet (https://ir.wexinc.com/financials/annual-reports-proxy-esg/default.aspx). The Company’s principal executive offices are located at 1 Hancock Street, Portland, Maine 04101.

Proposal 1

Election of DirectorsThe Board recommends a vote FOR each director nominee. See page 12.

Our Board of Directors

We are asking stockholders to elect each of our director nominees to serve as directors for a one-year term on the Board of Directors (the “Board”), expiring at the 2026 Annual Meeting of Stockholders, and until their respective successors are elected and qualified.

The following table provides summary information about each director nominee, including their current committee assignments:

(1)If director nominees are elected by stockholders, the composition of the Board's committees following the Annual Meeting will be unchanged.

Board Snapshot

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

We are asking stockholders to approve, on an advisory basis, the compensation paid to our Named Executive Officers for 2024, as disclosed in this Proxy Statement.

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 bonus (which we call our short term incentive program, or, STIP), which may be payable in cash or stock, as determined by the Leadership Development and Compensation Committee from time to time, and long-term incentives.

The majority of CEO compensation is variable (“at risk”). For 2024, 92%of target total direct compensation was variable for our CEO in her core compensation program. Additionally, beginning with 2024, 100% of her long-term incentive mix was performance contingent compared to 85% in 2023, as the Leadership Development and Compensation Committee approved the replacement of stock options and Restricted Stock Units ("RSUs") with Market Share Units ("MSUs"). This directly ties pay to Company performance outcomes, including financial results, strategic initiatives, and stock price performance, whichthe Leadership Development and Compensation Committee believes directly aligns with the interests of our stockholders.

2024 CEO Target Total Compensation Mix

2024 CEO Long-Term Incentive Mix

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

Approval of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to Increase the Number of Shares Issuable ThereunderThe Board recommends a vote FOR this proposal. See page 72.

We are asking stockholders to approve an amendment to the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (as proposed to be amended, the "A&R 2019 Plan") to increase the number of shares issuable thereunder. On April 6, 2025, upon the recommendation of the Leadership Development and Compensation Committee, and subject to stockholder approval, our Board adopted the A&R 2019 Planin order to increase the number of shares issuable thereunder. The last increase to our compensation-related share reserve was approved at our 2021 Annual Meeting of Stockholders. At that time, the new share reserve was described as “intended to meet our anticipated equity compensation needs for the next four to five years.” Consistent with our expectation, it has been four years since our share reserve has been increased.

We believe that our stock-based compensation programs have been integral to our success in the past and will be important to our ability to succeed in the future. We view our stock-based compensation programs as central to our ability to attract, retain and motivate key employees. If the A&R 2019 Plan is not approved, our ability to make long-term equity incentive awards will be impaired. Therefore, we consider approval of the A&R 2019 Plan vital to our future success.

Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware LawThe Board recommends a vote FOR this proposal. See page 84.

We are asking our stockholders to adopt and approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of the Company’s officers as permitted by Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”).

Article VI of our Amended and Restated Certificate of Incorporation currently eliminates the monetary liability of directors in certain circumstances pursuant to and consistent with the DGCL. The State of Delaware amended Section 102(b)(7) of the DGCL in 2022 to allow Delaware corporations to extend similar protections to officers. Specifically, the amendments to the DGCL allow Delaware corporations to exculpate their officers for personal liability for breaches of the duty of care in certain circumstances. For both directors and officers, the liability limitation does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or acts or omissions that involve intentional misconduct or a knowing violation of law, or any transaction in which the director or officer derived an improper personal benefit. In addition, for officers, amended Section 102(b)(7) only permits exculpation for direct claims brought by stockholders, as opposed to claims brought by or on behalf of the Company (e.g., derivative claims). Among other things, we believe that limiting concern regarding officers’ potential liability empowers them to execute on their duties to the Company without concern for distracting potential, or actual, litigation. We also believe it is important to provide this protection to officers to attract and retain executive talent.

Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm For Fiscal Year 2025The Board recommends a vote FOR this proposal. See page 86.

The Audit Committee of the Board has selected Deloitte & Touche LLP (D&T) as the Company’s independent registered public accountant for the 2025 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 2025 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.lumiconnect.com/289188153. The password for the meeting is wex2025. 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) 870-0653. 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, 2024, and our proxy materials on or about April 17, 2025.

Stockholders who owned shares of our common stock at the close of business on April 3,2025 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

Chief Legal Officer and Corporate Secretary

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 15, 2025:

The proxy statement and 2024 Annual Report, which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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.lumiconnect.com/289188153. The password for the Annual Meeting is wex2025.

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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