WEX Inc.

Previous wording

The following table presents a summarized view of selected results for the three and six months ended June 30, 2025, shown comparative to the prior year period. The Other Key Metric included below provides enhanced information and data underlying our financial results. A recurring, more extensive list of key performance indicators is included by segment within the Results of Operations section later in this MD&A.

Current wording

The following table presents a summarized view of selected results for the three and nine months ended September 30, 2025, shown comparative to the prior year period. The Other Key Metric included below provides enhanced information and data underlying our financial results. A recurring, more extensive list of key performance indicators is included by segment within the Results of Operations section later in this MD&A.

Previous wording

(1)Lower domestic fuel prices compared to the prior year decreased revenue by $15.9 million and $24.4 million for the three and six months ended June 30, 2025, respectively.

Current wording

(1)Lower domestic fuel prices compared to the prior year decreased revenue by $6.0 million and $30.4 million for the three and nine months ended September 30, 2025, respectively.

Previous wording

(2)Total volume and payment processing $ of fuel decreased for the three and six months ended June 30, 2025 as compared to the same periods in the prior year due primarily to lower domestic fuel prices, and in smaller part by a decline in same-store sales, which is a measure of fuel gallons purchased by customers who joined the Company prior to the preceding calendar year, adjusted for the number of business days in the period. The Company believes that the same-store sales metric is a reflection of the economic demand environment and the decrease is reflective of a long-term trend of better vehicle fuel efficiency.

Current wording

(2)Total volume and payment processing $ of fuel decreased for the three and nine months ended September 30, 2025 as compared to the same periods in the prior year due primarily to lower domestic fuel prices, and in smaller part by a decline in same-store sales, which is a measure of fuel gallons purchased by customers who joined the Company prior to the preceding calendar year, adjusted for the number of business days in the period. The Company believes that the same-store sales metric is a reflection of the economic demand environment and the decrease is reflective of a long-term trend of better vehicle fuel efficiency.

Previous wording

(3)Our net late fee rates for the three and six months ended June 30, 2025 increased compared to the same periods in the prior years due to the impact of pricing actions, offset in part by a decline in fuel prices and the number of late fee instances charged.

Current wording

(4)Our net late fee rate for the nine months ended September 30, 2025 increased compared to the same period in the prior year primarily due to the impact of pricing actions, offset in part by a decline in fuel prices and the number of late fee instances charged. The third quarter 2024 net late fee rate was unfavorably impacted by a charge for operational issues that affected certain finance fee calculations, resulting in the comparative increase in rate for the three months ended September 30, 2025.

Previous wording

Total Mobility revenue decreased $13.4 million and $18.5 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, driven primarily by lower average domestic fuel prices, and in smaller part by a decline in same-store sales.

Current wording

Decreases in payment processing revenue during the three and nine months ended September 30, 2025, compared to the same periods of the prior year, were primarily the result of lower average domestic fuel prices and in smaller part to a decline in same-store sales.

Previous wording

For the three and six months ended June 30, 2025, within finance income, the impact of pricing actions, which resulted in higher contractual late fee rates charged, were offset by a decline in fuel prices and instances of late fees, as compared to the same periods of the prior year. Factoring fee revenue increased during the three and six months ended June 30, 2025, as compared to the same periods of the prior year, due primarily to an increase in factored invoices as a result of the January 2025 purchase of a factoring portfolio.

Current wording

For the nine months ended September 30, 2025, finance income increased primarily from the impact of pricing actions, which resulted in higher contractual late fee rates charged, which were in part offset by a decline in fuel prices and instances of late fees, as compared to the same periods of the prior year. Further contributing to this year-over-year increase in finance income was a third quarter 2024 charge related to operational issues that impacted certain finance fee calculations. This prior year charge was the primary contributor to the comparative increase in finance income for the third quarter of 2025. Factoring fee revenue increased during the three and nine months ended September 30, 2025, as compared to the same periods of the prior year, due primarily to an increase in factored invoices as a result of the January 2025 purchase of a factoring portfolio.

Previous wording

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 six months ended June 30, 2025 and 2024.

Current wording

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 nine months ended September 30, 2025 and 2024.

Previous wording

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Such margin decreased during the three and six months ended June 30, 2025, as compared to the same periods in the prior year, due primarily to the impact of lower average domestic fuel prices, combined with the impact of 2025 sales and product development investments, as further discussed below.

Current wording

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Such margin decreased during the three and nine months ended September 30, 2025, as compared to the same periods in the prior year, due primarily to lower average domestic fuel prices and the impact of 2025 sales and product development investments, along with an increased provision for credit losses, as further discussed below.

Previous wording

Provision for credit losses, which includes estimates for both credit and fraud losses, decreased $3.3 million and $10.0 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year driven primarily by continued maturation of our capabilities for managing credit and fraud losses and the reduction in payment processing $ of fuel as a result of the decline in average fuel prices. We generally measure our loss performance by calculating fuel-related losses as a percentage of total fuel expenditures on payment processing transactions. This metric for provision for credit losses was 13.5 and 12.5 basis points of fuel expenditures for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2024, provision for credit losses was 13.5 and 14.4 basis points of fuel expenditures, respectively.

Current wording

Provision for credit losses, which includes estimates for both credit and fraud losses, increased $7.3 million for the three months ended September 30, 2025, as compared to the same period in the prior year. The third quarter of 2024 benefited from lower loss rates and reserve balances along with lower than expected charge-offs from macroeconomic factors. We generally measure our loss performance by calculating fuel-related losses as a percentage of total fuel expenditures on payment processing transactions. This metric for provision for credit losses was 12.1 and 12.4 basis points of fuel expenditures for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, provision for credit losses was 5.8 and 11.6 basis points of fuel expenditures, respectively.

Previous wording

Depreciation and amortization increased $3.2 million and $6.0 million for the three and six months ended June 30, 2025, respectively, compared to the prior year comparable periods, due in part to increased capital expenditures for new product development in support of growth.

Current wording

Depreciation and amortization increased $2.6 million and $8.6 million for the three and nine months ended September 30, 2025, respectively, compared to the prior year comparable periods, due in part to increased capital expenditures for new product development in support of growth.

Previous wording

Total Benefits revenue increased $15.3 million and $23.4 million for the three and six months ended June 30, 2025 as compared to the same periods in the prior year, primarily due to a rise in average HSA deposit balances held by WEX Bank, on which we earn investment income, coupled with SaaS account growth.

Current wording

Total Benefits revenue increased $16.7 million and $40.0 million for the three and nine months ended September 30, 2025 as compared to the same periods in the prior year, primarily due to higher other revenue driven by greater average HSA deposit balances held by WEX Bank, on which we earn investment income, coupled with SaaS account growth.

Previous wording

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Revenue earned on HSA assets is highly accretive to earnings and is the primary driver of the increase in segment adjusted operating income margin for the three and six months ended June 30, 2025 as compared to the prior year comparable periods.

Current wording

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Revenue earned on HSA assets is highly accretive to earnings and is the primary driver of the increase in segment adjusted operating income margin for the three and nine months ended September 30, 2025 as compared to the prior year comparable periods.

Previous wording

Service fees increased by $3.4 million and $8.5 million for the three and six months ended June 30, 2025, respectively, as compared with the same periods in the prior year, primarily resulting from higher merchant and other related fees.

Current wording

Service fees increased $10.3 million for the nine months ended September 30, 2025, as compared with the same period in the prior year, primarily resulting from higher merchant and other related fees driven by purchase volume growth during the first half of 2025 and increased fees paid to partners on higher HSA balances.

Previous wording

General and administrative expense decreased $4.3 million and $8.5 million for the three and six months ended June 30, 2025 as compared to the same periods in the prior year, primarily due to a reduction in employee compensation costs.

Current wording

General and administrative expense decreased $9.3 million for the nine months ended September 30, 2025 as compared to the same period in the prior year, due in part to a reduction of Ascensus Acquisition integration costs and cost reduction initiatives.

Previous wording

(1)Our net interchange rate has increased during the three and six months ended June 30, 2025 compared to the same periods of the prior year, substantially due to customer volume mix.

Current wording

(1)Our net interchange rate has increased during the three and nine months ended September 30, 2025 compared to the same periods of the prior year, substantially due to customer volume mix, including a volume decrease for a legacy non travel customer from which we are now earning contractual minimum revenues.

Previous wording

Total Corporate Payments revenue decreased $15.8 million and $34.9 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to a second quarter 2024 contract renegotiation for a large travel customer. This contract renegotiation was the primary cause of the decline in purchase volume for the same periods, as the customer has transitioned to a new operating model. Revenue under this new operating model is reflected within account servicing revenue. Impacts from the above mentioned travel contract change began during the third quarter of 2024, therefore, we expect little continuing impact for the remainder of 2025. To a lesser extent, the decrease in revenues year-over-year was due to a reduction in interest revenue earned on restricted cash balances, primarily as a result of a decline in average balances as a result of the lower purchase volumes.

Current wording

Total Corporate Payments revenue increased $5.9 million and decreased $29.0 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year. Corporate Payments revenues, and particularly payment processing revenue, returned to growth in the third quarter of 2025 on higher total volumes as compared to the third quarter of 2024. This increase included $1.9 million of favorable impact from foreign exchange rates, as compared to the same period of the prior year. The decrease in payment processing revenue and purchase volume for the nine months ended September 30, 2025, primarily resulted from a second quarter 2024 contract renegotiation with a large travel customer who transitioned to a new operating model. Account servicing revenues increased during the three and nine months ended September 30, 2025 primarily as a result of this new operating model transition. Other revenue results for the nine months of 2025 were negatively impacted by a reduction in interest revenue earned on restricted cash balances, primarily as a result of a decline in average balances due to the lower purchase volumes discussed above.

Previous wording

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 six months ended June 30, 2025 and 2024.

Current wording

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 nine months ended September 30, 2025 and 2024.

Previous wording

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 similarly impact operating income, segment adjusted operating income and segment adjusted operating income margin. Instances in which our expenses for the three and six months ended June 30, 2025 did not remain comparable to those of the comparable 2024 periods are described hereafter.

Current wording

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 similarly impact operating income, segment adjusted operating income and segment adjusted operating income margin. Instances in which our expenses for the three and nine months ended September 30, 2025 did not remain comparable to those of the comparable 2024 periods are described hereafter.

Previous wording

Provision for credit losses increased $4.1 million and $5.8 million during the three and six months ended June 30, 2025, respectively, as compared to the same periods of the prior year, due to higher collection risk in the receivables portfolio as a result of macroeconomic factors.

Current wording

Provision for credit losses increased $3.1 million and $8.9 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of the prior year, due to higher collection risk in the receivables portfolio as a result of macroeconomic factors.

Previous wording

Sales and marketing expenses increased $2.5 million and $5.9 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year resulting from targeted incremental investments tied to growth acceleration initiatives.

Current wording

Sales and marketing expense increased $5.0 million and $12.0 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of the prior year, resulting primarily from targeted incremental investments tied to growth acceleration initiatives.

Previous wording

During the three and six months ended June 30, 2025, unallocated corporate expenses decreased $8.5 million and $15.3 million, respectively, as compared to the same periods of the prior year, due primarily to decreased employee compensation costs as a result of lower headcount and a reduction in estimated attainment of performance-based employee stock-based compensation.

Current wording

During the three and nine months ended September 30, 2025, general and administrative expenses decreased $3.8 million and $19.1 million, respectively, as compared to the same periods of the prior year. The decrease in expense during the third quarter of 2025 was due to comparatively higher third quarter 2024 professional services expenses. The decrease in expense during the nine months of 2025 was due primarily to decreased employee compensation costs as a result of a reduction in estimated attainment of performance-based employee stock-based compensation during the first half of 2025.

Previous wording

The increase in financing interest expense, net of financial instruments during the three and six months ended June 30, 2025, as compared to the same periods in the prior year, is primarily due to increased borrowings transacted during the first quarter of 2025 from the issuance of the Senior Notes and Incremental Term B-3 loans, offset in part by lower interest rates.

Current wording

The increase in financing interest expense, net of financial instruments during the three and nine months ended September 30, 2025, as compared to the same periods in the prior year, was primarily due to an increase in borrowings during the first quarter of 2025 from the issuance of the Senior Notes and Incremental Term B-3 loans. These increases were offset in part by lower interest rates and a reduction in borrowings on the Revolving Credit Facility.

Previous wording

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 higher losses incurred during the six months ended June 30, 2024 resulted from the weakening of certain foreign currencies in which we transact relative to the U.S. dollar, including the euro, and Australian and Canadian dollars. Net gains incurred during the three months ended June 30, 2025 were due to a second quarter strengthening of many foreign currencies relative to the U.S. dollar, including the euro, Canadian and Australian dollars and British pound sterling.

Current wording

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. 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. The higher losses incurred during the nine months ended September 30, 2024 resulted from the weakening of certain foreign currencies in which we transact relative to the U.S. dollar, including the euro, and Australian and Canadian dollars, however, during the three months ended September 30, 2024, we experienced a gain attributable to the rebound of certain foreign currencies, particularly the Euro and Canadian dollar, relative to the U.S. dollar.

Previous wording

The decrease in income tax provision for the three months ended June 30, 2025, as compared to the same period of the prior year, is due primarily to a decrease in the Company’s pre-tax book income. The Company’s effective tax rates for the three and six months ended June 30, 2025 were 27.0 percent and 27.9 percent, respectively, compared to 27.5 percent and 27.2 percent for the three and six months ended June 30, 2024, respectively. See Part I – Item 1 – Note 14, Income Taxes, to our condensed consolidated financial statements for more information regarding the drivers behind our effective tax rates.

Current wording

Income tax provision remained relatively flat for the three and nine months ended September 30, 2025, as compared to the same periods of the prior year. The marginal decreases in expense resulted from a decrease in the Company’s pre-tax book income, largely offset by an increase in the Company’s effective tax rates, which were 31.1 percent and 29.1 percent, respectively, for the three and nine months ended September 30, 2025, as compared to 27.1 percent and 27.2 percent for the three and nine months ended September 30, 2024, respectively. See Part I – Item 1 – Note 14, Income Taxes, to our condensed consolidated financial statements for more information regarding the drivers behind our effective tax rates.

Previous wording

Adjusted free cash flow has historically been calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, and certain other adjustments. Such calculation has historically been based on the principle that the net activity in accounts receivable, accounts payable, and investment of HSA deposits would be offset by WEX Bank Funding Activity, however, due to the nature of WEX Bank cash balances, they may be increased or decreased for reasons other than matching operating activity. As a result, beginning with the third quarter of 2024, adjusted free cash flow also includes an adjustment to reflect the change in WEX Bank cash balances and the applicable prior periods have similarly been adjusted to conform to the current presentation.

Current wording

Adjusted free cash flow is calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, changes in WEX Bank cash balances and certain other adjustments.

Previous wording

1 For the six months ended June 30, 2025 and 2024, other adjustments is substantially comprised of contingent consideration paid to sellers in excess of acquisition-date fair value.

Current wording

1 For the nine months ended September 30, 2025 and 2024, other adjustments is substantially comprised of contingent and deferred consideration paid to sellers in excess of acquisition-date fair value.

Previous wording

On March 6, 2025, we completed a private offering of $550.0 million in aggregate principal amount of 6.500% senior unsecured notes due in March 2033 (the “Senior Notes”) and entered into an amendment to our Credit Agreement which, among other things, established an incremental tranche of senior secured tranche B term loans in an aggregate principal amount of $450.0 million, both of which were used to (i) fund the Company’s Tender Offer, (ii) repay $250.0 million outstanding under the Revolving Credit Facility, and (iii) pay related fees and expenses, with any amounts remaining thereafter to be used for general corporate purposes. As of June 30, 2025, we had cash and cash equivalents of $772.6 million, exclusive of the $6.8 million of cash classified within prepaid expenses and other current assets. At June 30, 2025, Corporate Cash was $133.8 million and we had a remaining borrowing availability of $782.3 million under the Revolving Credit Facility, along with access to various sources of funds, including uncommitted federal funds lines of credit from other banks.

Current wording

On March 6, 2025, we completed a private offering of $550.0 million in aggregate principal amount of 6.500% senior unsecured notes due in March 2033 (the “Senior Notes”) and entered into an amendment to our Credit Agreement which, among other things, established an incremental tranche of senior secured tranche B term loans in an aggregate principal amount of $450.0 million, both of which were used to (i) fund the Company’s Tender Offer, (ii) repay $250.0 million outstanding under the Revolving Credit Facility, and (iii) pay related fees and expenses, with any amounts remaining thereafter to be used for general corporate purposes. As of September 30, 2025, we had cash and cash equivalents of$812.9 million, Corporate Cash was $127.9 million, and we had a remaining borrowing availability of$953.6 million under the Revolving Credit Facility, along with access to various sources of funds, including uncommitted federal funds lines of credit from other banks.

Previous wording

(1)As of June 30, 2025 the Company had outstanding term loan principal borrowings of $2.7 billion, borrowings of $778.2 million on the Revolving Credit Facility, letters of credit of $39.5 million drawn against the Revolving Credit Facility and $550.0 million of outstanding Senior Notes principal. 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.

Current wording

(1)As of September 30, 2025 the Company had outstanding term loan principal borrowings of$2.7 billion, borrowings of$601.8 million on the Revolving Credit Facility, letters of credit of$44.6 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.

Previous wording

(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. As of June 30, 2025, we had $5.1 billion in total deposits. See Part I – Item 1 – Note 9, Deposits, to our condensed consolidated financial statements for more information regarding our deposits.

Current wording

(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. As of September 30, 2025, we had$5.2 billion in total deposits. See Part I – Item 1 – Note 9, Deposits, to our condensed consolidated financial statements for more information regarding our deposits.

Previous wording

(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 $92.7 million of securitized debt under these facilities as of June 30, 2025. 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.

Current wording

(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$102.4 million of securitized debt under these facilities as of September 30, 2025. 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.

Previous wording

(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 June 30, 2025.

Current wording

(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 $39.6 million borrowed against these participation agreements as of September 30, 2025.

Previous wording

(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 $170.0 million of outstanding borrowings under these lines of credit as of June 30, 2025. The Bank is also a member of the FHLB of Des Moines, which provides them collateralized short-term funding. As of June 30, 2025, WEX Bank had $1.1 billion of advances outstanding, secured by $1.4 billion in fair value of investment securities. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these facilities.

Current wording

(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 no outstanding borrowings under these lines of credit as of September 30, 2025. The Bank is also a member of the FHLB of Des Moines, which provides them collateralized short-term funding. As of September 30, 2025, WEX Bank had$1.1 billion of advances outstanding. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these facilities.

Previous wording

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 June 30, 2025, the Company could borrow up to a maximum amount of $146.6 million. WEX Bank had no borrowings outstanding on this line of credit as of June 30, 2025. 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 June 30, 2025. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these borrowing arrangements.

Current wording

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, 2025, the Company could borrow up to a maximum amount of$159.6 million. WEX Bank had no borrowings outstanding on this line of credit as of September 30, 2025. 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, 2025. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these borrowing arrangements.

Previous wording

(1)Adjusted free cash flow has historically been calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, and certain other adjustments. Such calculation has historically been based on the principle that the net activity in accounts receivable, accounts payable, and investment of HSA deposits would be offset by WEX Bank Funding Activity, however, due to the nature of WEX Bank cash balances, they may be increased or decreased for reasons other than matching operating activity. As a result, beginning with the third quarter of 2024, adjusted free cash flow also includes an adjustment to reflect the change in WEX Bank cash balances and the applicable prior periods have similarly been adjusted to conform to the current presentation. For an updated definition of adjusted free cash flow and a reconciliation to net cash provided by operating activities, the most closely comparable GAAP measure, and the reasons why we believe this is an important financial measure, please refer to the section titled Non-GAAP Financial Measures That Supplement GAAP Measures.

Current wording

(1)Adjusted free cash flow is calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, changes in WEX Bank cash balances and certain other adjustments. For a definition of adjusted free cash flow and a reconciliation to net cash provided by operating activities, the most closely comparable GAAP measure, and the reasons why we believe this is an important financial measure, please refer to the section titled Non-GAAP Financial Measures That Supplement GAAP Measures.

Previous wording

Net cash from financing activities during 2025 increased $513.7 million as compared to the prior year primarily due to an increase in HSA deposits transferred from third-party depositories to WEX Bank during the second quarter of 2025. Share repurchases increased during the six months ended June 30, 2025 as compared to the comparable six months of 2024, due to the completion of the Tender Offer. We funded the Tender Offer with $450.0 million of gross borrowings from a new Term Loan B-3 facility under our Credit Agreement and through gross proceeds of $550.0 million from a new offering of Senior Notes. The excess of proceeds received through these borrowings over the amounts paid to repurchase shares under the Tender Offer were used to repay borrowings on the Revolving Credit Facility. As a result, these transactions collectively had little net impact on cash flows from financing activities.

Current wording

While share repurchases increased during the nine months ended September 30, 2025 as compared to the comparable nine months of 2024 due to the completion of the Tender Offer, we funded the Tender Offer with $450.0 million of gross borrowings from a new Term Loan B-3 facility under our Credit Agreement and through gross proceeds of $550.0 million from a new offering of Senior Notes. The excess of proceeds received through these borrowings over the amounts paid to repurchase shares under the Tender Offer were 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.

Previous wording

Adjusted free cash flow during the six months ended June 30, 2025 was generally consistent with the prior year comparable period.

Current wording

Adjusted free cash flow during the nine months ended September 30, 2025 was generally consistent with the prior year comparable period.

Previous wording

With the exception of the new borrowings discussed earlier in this Liquidity and Capital Resources section, 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, 2024.

Current wording

With the exception of the new borrowings discussed earlier in this Liquidity and Capital Resources section, as of September 30, 2025, 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, 2024.