WEX Inc.

WEX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business Description

WEX Inc. (“Company”, “we” or “our”) is the global commerce platform that simplifies the business of running a business. We operate inthree reportable segments: Mobility, Corporate Payments, and Benefits, which are described in more detail in Note 23, Segment Information.

Basis of Presentation and Use of Estimates and Assumptions

The accompanying consolidated financial statements for the years ended December 31, 2025, 2024, and 2023, include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Variable interest entities (“VIEs”) are consolidated if the Company is the primary beneficiary. We securitize certain customer accounts receivable by transferring the receivables to various bankruptcy-remote VIEs in which we have a variable interest. We have determined that we are the primary beneficiary of each respective VIE as we have the power to direct the activities that most significantly impact the performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. As a result, we consolidate the respective VIEs within our consolidated financial statements. Refer to Note 16, Financing and Other Debt for additional information.

The Company prepares its consolidated financial statements in conformity with GAAP and with the Rules and Regulations of the SEC, specifically Regulation S–X and the instructions to Form 10–K. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates and those differences may be material.

The Company rounds amounts in the consolidated financial statements to millions within tables and text (unless otherwise specified), 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.

Certain prior period information within the consolidated statements of cash flows has been reclassified to conform to the current year presentation. These reclassified amounts had no impact on our previously reported net cash flows from operating, investing or financing activities.

Significant Accounting Policies

Cash and Cash Equivalents

Highly liquid investments with original maturities at the time of purchase of three months or less (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash and cash equivalents include Eurodollar time deposits and money market funds, which are unsecured short-term investments entered into with financial institutions. Approximately $3.4 million of cash and cash equivalents as of December 31, 2024 was part of an immaterial held for sale asset group and was included within prepaid expenses and other current assets on the consolidated balance sheet. This subsidiary was sold during the third quarter of 2025.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to amounts within our consolidated statements of cash flows for the years ended December 31, 2025 and 2024:

Restricted Cash

Restricted cash represents funds collected from individuals or employers on behalf of our customers that are to be remitted to third parties, funds required to be maintained under certain vendor agreements, and amounts received from OTAs held in segregated accounts until a transaction is settled. Restricted cash is not available to fund the Company’s operations. We generally maintain an offsetting liability against the restricted cash.

Accounts Receivable, Net of Allowances

Accounts receivable consists of billed and unbilled amounts due from customers across a wide range of industries and other third parties. The Company often extends short-term credit to cardholders and pays the merchant or payment network, as applicable, for the purchase price, less the fees it retains and records as revenue. The Company collects the total purchase price from the cardholder. In general, the Company’s trade receivables provide for payment terms of 30 days or less. Receivables not paid in full by payment due dates, as stated within the terms of the agreement, are generally considered past due and subject to late fees and interest based upon the outstanding receivables balance. The Company discontinues late fee and interest income accruals on outstanding receivables once customers are 90 and 120 days past the invoice due date, respectively. Payments received subsequent to discontinuing late fee and interest income accruals are first applied to outstanding late fees and interest, and the Company resumes accruing interest and late fee income as earned on future receivables balances. Receivables are generally written off when they are 180 days past invoice origination date or upon declaration of bankruptcy of the customer, subject to local regulatory restrictions.

The Company extends revolving credit to certain small fleets. These accounts are also subject to late fees and balances that are not paid in full are subject to interest charges based on the revolving balance. The Company had approximately $104.8 million and $114.1 million in receivables with revolving credit balances as of December 31, 2025 and 2024, respectively.

Allowance for accounts receivable

The allowance for accounts receivable reflects management’s current estimate of uncollectible balances on its accounts receivable and consists primarily of reserves for credit losses. The reserve for credit losses reduces the Company’s accounts receivable balances, as reported in the consolidated financial statements, to the net realizable value. The reserve for expected credit losses includes both a quantitative and qualitative reserve component. The quantitative component is primarily calculated using an analytic model, which includes the consideration of historical loss experience and past events to calculate loss-rates at the portfolio level. It also includes reserves against specific customer account balances determined to be at risk for non-collection based on customer information including delinquency, changes in payment patterns and other information. The qualitative component is determined through analyzing recent trends in economic indicators and other current and forecasted information to determine whether loss-rates are expected to change significantly in comparison to historical loss-rates at the portfolio level. When such indicators are forecasted to deviate from the current or historical median, the Company qualitatively assesses what impact, if any, the trends are expected to have on the reserve for credit losses. Economic indicators include consumer price indices, business bankruptcy trends, consumer spending and housing starts, among others. See Note 6, Allowance for Accounts Receivable for changes in the accounts receivable allowances by portfolio segment during the years ended December 31, 2025 and 2024 as a result of these assessments.

Accounts receivable are evaluated for credit losses on a pooling basis based on similar risk characteristics including industry of the borrower, historical or expected credit loss patterns, risk ratings or classification, and geographic location. As a result of this evaluation, our portfolio segments consist of the following:

•Mobility - The majority of the customer base consists of companies within the transportation, logistics and fleet industries. The associated credit losses by customer are generally low, however, the Mobility segment has historically comprised the majority of the Company’s provision for credit loss. Credit losses generally correlate with changes in

consumer price indices and other indices that measure trends and volatility including the Institute of Supply Management Manufacturing Purchasing Managers Index and Business Sentiment Index.

•Corporate Payments - The customer base is comprised of businesses operating in multiple industries including large OTAs. With the exception of the eNett and WEX Payments portfolios, which have minimal credit risk due to their respective business models and collection terms, the associated credit losses generally correlate with trends in consumer metrics, including consumer spending and the consumer price index, and may be impacted by the macroeconomic environment's effect on the credit quality of our customers.

•Benefits - The customer base includes third-party administrators and individual employers. The associated credit losses are generally low.

When accounts receivable exhibit elevated credit risk characteristics as a result of bankruptcies, disputes, conversations with customers, or other significant credit loss events, they are assessed account level credit loss estimates. Assumptions regarding expected credit losses are reviewed each reporting period and may be impacted by actual performance of accounts receivable and changes in any of the factors discussed above.

The allowance for accounts receivable also includes reserves for waived finance fees, which are used to maintain customer goodwill and recorded against the late fee revenue recognized, as well as reserves for fraud losses, which are recorded within the provision for credit losses. The reserve for fraud losses is determined by monitoring pending fraud cases, customer-identified fraudulent activity, known and suspected fraudulent activity identified by the Company, as well as unconfirmed suspicious activity in order to make judgments as to probable fraud losses.

Off-Balance Sheet Arrangements

The Company has various off-balance sheet commitments, including holding custodial cash assets on behalf of account holders and the extension of credit to customers, accounts receivable factoring and accounts receivable securitization, which carry credit risk exposure. Such arrangements are described in Note 13, Off-Balance Sheet Arrangements, and Note 19, Commitments and Contingencies.

Investment Securities

Investment securities held by the Company consist primarily of (i) HSA assets managed and invested by WEX Bank, which are reflected within current assets on our consolidated balance sheets and (ii) securities purchased and held by WEX Bank to meet the requirements of the Community Reinvestment Act, which are reflected within non-current assets on our consolidated balance sheets. Investment securities consist primarily of available-for-sale debt securities, including U.S. treasury notes and bonds, corporate and sovereign debt securities, municipal bonds and asset or mortgage-backed securities, and equity securities with readily determinable fair values. Available-for-sale debt securities and equity securities with a readily determinable fair value are reflected in the consolidated balance sheets at fair value and are classified as current or long-term based on Management’s determination of whether such securities are available for use in current operations, regardless of the securities’ stated maturity dates. The cost basis of investment securities is based on the specific identification method. Purchases and sales of securities are recorded on a trade date basis. Accrued interest on investment securities is recorded within prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2025 and 2024, accrued interest on investment securities was $36.3 million and $30.9 million, respectively.

Available-for-sale debt securities are considered impaired if the fair value of the investment is less than its amortized cost. If it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis, the security is written down to its fair value and the difference is recognized in operating income. If the Company deems it is not likely to sell such security before recovery of its amortized cost basis, the Company bifurcates the impairment into credit-related and non-credit-related components. In evaluating whether a credit-related loss exists, the Company considers a variety of factors including: the extent to which the fair value is less than the amortized cost basis; adverse conditions specifically related to the issuer of a security; the failure of the issuer of the security to make scheduled interest or principal payments; and any changes to the rating of the security by a rating agency. A loss on available-for-sale securities attributed to a credit-related component is determined by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security and is recorded within the provision for credit losses on our consolidated statements of operations. To the extent this expected credit loss decreases in future periods, the charge to the provision for credit losses is reversed. The portion of the loss attributed to non-credit-related components is reflected within accumulated other comprehensive loss on the consolidated balance sheets, net of

applicable taxes. To the extent this loss decreases in future periods, the Company records a reduction to accumulated other comprehensive loss, net of applicable taxes.

Realized gains and losses on available-for sale debt securities are recorded within other revenue on the consolidated statements of operations.

Other Investments

From time-to-time the Company makes 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. Due to the lack of a readily determinable fair value, these investments are measured at cost less any impairment until a specific remeasurement event occurs. The investments are recorded within other assets on our consolidated balance sheets. At December 31, 2025 and 2024, we had $22.6 million and $11.1 million, respectively, of such investments.

Other investments additionally consist of Federal Home Loan Bank (“FHLB”) stock. Members of the FHLB are required to own a certain amount of membership stock, based on the member’s total assets, and activity stock, based on outstanding borrowings with the FHLB. There is no secondary market for this stock as it is issued and repurchased at par by the FHLB and is generally restricted as to redemption. It is not practicable to determine the fair value of this stock and accordingly, at December 31, 2025 and 2024, the Company carries the stock at cost of $54.1 million and $54.0 million, respectively, recorded within other assets on the consolidated balance sheets.

Derivatives

From time to time, the Company utilizes derivative instruments as part of its overall strategy, including to reduce the impact of interest rate volatility. In addition, we have a contingent consideration derivative liability associated with our asset acquisition from Bell Bank. The Company’s derivative instruments are recorded at fair value on the consolidated balance sheets. Gains and losses on interest rate swap derivatives are recognized in financing interest expense, net of financial instruments. The change in the estimated fair value of the contingent consideration liability is recognized separately on the consolidated statement of operations. For the purposes of cash flow presentation, realized gains or losses on interest rate swaps, if any, are included within cash flows from operating activities. Cash payments for contingent consideration are included within cash flows from financing activities, up to the initial liability balance at acquisition. Any contingent consideration paid in excess of the initial liability balance is included within cash flows from operating activities.

Leases

The Company’s real estate leases are accounted for using a right-of-use model, which recognizes that at the date of commencement, a lessee has a financial obligation to make lease payments to the lessor for the right to use the underlying asset during the lease term and recognizes a corresponding right-of-use asset related to this right. Some of our leases include options to extend the term of the lease. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining future lease payments. The Company made an accounting policy election to not recognize assets or liabilities for leases with a term of less than twelve months and to account for all components in a lease arrangement as a single combined lease component. Short-term lease payments are generally recognized on a straight-line basis. Certain of our lease agreements include variable rent payments, consisting primarily of rental payments adjusted periodically for inflation and amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. These costs are recognized in the period in which the obligation is incurred. As the Company’s leases do not specify an implicit rate, the Company uses an incremental borrowing rate based on information available at the lease commencement date to determine the present value of the lease payments.

Property, Equipment and Capitalized Software

Property, equipment and capitalized software are stated at cost, net of accumulated depreciation and amortization. Replacements, renewals and improvements are capitalized and costs for repair and maintenance are expensed as incurred. Leasehold improvements are depreciated using the straight-line method over the shorter of the remaining lease term or the useful life of the improvement. Depreciation and amortization for all other property, equipment and capitalized software is primarily computed using the straight-line method over the estimated useful lives shown below as of December 31, 2025.

The Company’s developed internal-use software is used to provide processing and information management services to customers. A significant portion of the Company’s capital expenditures is devoted to the development of such internal-use computer software. Costs incurred during the preliminary project stage are expensed as incurred. Software development costs are capitalized during the application development stage to property, equipment and capitalized software in the consolidated balance sheets. Capitalization begins when the preliminary project stage is complete, as well as when management authorizes and commits to the funding of the project. Capitalization of costs ceases when the software is ready for its intended use. Costs related to maintenance of internal-use software are expensed as incurred.

Below are the amounts of internal-use computer software capitalized within property, equipment and capitalized software and the related amortization expense incurred on all internal-use computer software during the years ended December 31:

Cloud Computing Arrangements

The Company capitalizes implementation costs in cloud computing arrangements, including development costs on third-party technology platforms, and amortizes such amounts when ready for intended use, over the lesser of the term of the hosting arrangement or the useful life of the underlying software. Amortization is reflected within the consolidated statements of operations based on the nature of the underlying assets, primarily within cost of services.

The Company had the following costs capitalized with respect to cloud computing arrangements on the consolidated balance sheets as of December 31:

Acquisitions

For acquisitions that meet the definition of a business combination, the Company applies the acquisition method of accounting where assets acquired and liabilities assumed are recorded at fair value at the date of each acquisition. Any excess of the consideration transferred by the Company over the amounts recognized for assets acquired and liabilities assumed is recorded as goodwill. The Company continues to evaluate acquisitions for a period not to exceed one year after the acquisition date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price. The acquiree’s results of operations are included in consolidated results of the Company from the date of the respective acquisition. All other acquisitions are accounted for as asset acquisitions and the purchase price is allocated to the net assets acquired with no recognition of goodwill. Following the acquisition date, the purchase price of asset acquisitions is not subsequently adjusted.

The fair value of assets acquired and liabilities assumed is based on management’s estimates and assumptions, as well as other information compiled by management. Fair values are typically determined using a discounted cash flow valuation method, though the Company utilizes alternative valuation methods when deemed appropriate. Significant acquisition valuation assumptions typically include timing and amount of future cash flows, effective income tax rates, discount rates, long-term growth expectations and customer attrition rates.

Goodwill and Other Intangible Assets

Goodwill is assigned to reporting units, which is at, or one level below, the Company’s operating segments. Goodwill is not amortized but is reviewed for impairment at least annually on October 1 at the reporting unit level, or more frequently if facts or circumstances indicate that the goodwill might be impaired. We may first perform a qualitative assessment of whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value. The election of whether or not to perform a qualitative assessment is made annually and may vary by reporting unit.

If we elect to bypass the qualitative assessment, or if we determine that the fair value of the reporting unit is more likely than not less than its carrying amount, a quantitative test would be required. Such impairment tests include comparing the fair value of the respective reporting units with their carrying values, including goodwill. The Company uses both discounted cash flow analyses and comparable company pricing multiples to determine the fair value of its reporting units. Such analyses are corroborated using market analytics. Certain assumptions are used in determining the fair value, including assumptions about future cash flows and terminal values. The Company considers the assumptions that it believes hypothetical marketplace participants would use in estimating future cash flows. In addition, an appropriate discount rate is used, based on the Company’s cost of capital or reporting unit-specific economic factors. When the fair value of a reporting unit is less than its carrying value, a goodwill impairment charge is recorded equal to the amount by which the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. See Note 9, Goodwill and Other Intangible Assets, for further information regarding the outcome of the Company’s goodwill impairment tests during 2025, 2024 and 2023.

Intangible assets that are deemed to have definite lives are generally amortized using a method reflective of the pattern in which the economic benefits of the assets are expected to be consumed. If that pattern cannot be reliably determined, the assets are amortized using a straight-line method over their useful lives, which is the period of time that the asset is expected to contribute directly or indirectly to future cash flows. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. The factors that management considers when determining useful lives include the contractual term of agreements, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset and other economic factors, including competition and specific market conditions. The Company performs an evaluation of the remaining useful lives of the definite-lived intangible assets periodically to determine if any change is warranted.

Impairment of Long-Lived Assets

The Company’s long-lived assets primarily include property, equipment, capitalized software, right-of-use assets and intangible assets. The carrying values of long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Such conditions may include a reduction in operating cash flow or a significant adverse change in the manner in which, or term over which, the asset is intended to be used, including when a decision has been made to exit a lease prior to the contractual term or to sublease leased space.

To test for impairment of long-lived assets, the Company generally uses an estimate of the future undiscounted net cash flows of the assets over their remaining lives to determine if the value of the asset is recoverable. Long-lived assets are grouped with other assets and liabilities at the lowest level for which independent identifiable cash flows are determinable, which is generally at the reporting unit level. An asset impairment is recognized when the carrying value of the asset is not recoverable based on the analysis described above, in which case the asset is written down to its fair value, generally determined using a discounted cash flow analysis. See Note 8, Property, Equipment and Capitalized Software, for information regarding an asset impairment charge recognized in 2025.

Debt Issuance Costs

Debt issuance costs incurred and capitalized are amortized into interest expense over the remaining term of the respective debt arrangements using the effective interest method.

Financial Instruments – Fair Value

The Company determines fair value of its financial instruments based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. Various factors are considered in determining the fair value of the Company’s financial instruments, including: closing exchange or over-the-counter market price quotations; benchmark interest rates; time value and volatility factors underlying options

and derivatives; price activity for equivalent instruments; and the Company’s own-credit standing. These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

•Level 1 – Quoted prices for identical instruments in active markets.

•Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•Level 3 – Instruments whose significant value drivers are unobservable.

Assets and liabilities measured at fair value are classified within the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company holds certain investments that are measured at their NAV as a practical expedient, which are excluded from the above fair value hierarchy.

Financial Instruments – 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.

The Company’s cash and cash equivalents and restricted cash are transacted and maintained with financial institutions with high credit standing. Cash balances at many of these institutions regularly exceed FDIC insured limits; however, management regularly monitors the financial institutions and the composition of the Company’s accounts. We have not experienced any losses in such accounts and management believes that the financial institutions at which the Company’s cash is held are stable. We attempt to limit our exposure to credit risk with our investment securities by establishing strict investment policies as to minimum investment ratings, diversification of our portfolio and setting risk tolerance levels.

Revenue Recognition

The Company accounts for the majority of its revenue under Topic 606 or ASC 310, Receivables (“ASC 310”). See Note 3, Revenue, for a description of the major components of revenue.

Under Topic 606, the Company generally records revenue net, equal to consideration retained, based upon its conclusion that the Company is the agent in its principal versus agent relationships. When making this determination, the Company evaluated the nature of its promise to the customer and determined that it does not control a promised good or service before transferring that good or service to the customer, but rather arranges for another entity to provide the goods or services.

The vast majority of the Company’s Topic 606 revenue is derived from stand-ready obligations to provide payment processing, transaction processing and SaaS services and support. As such, we view these services as comprising a series of distinct days of service that are substantially the same and have the same pattern of transfer to the customer. Accordingly, the promise to stand ready is accounted for as a single-series performance obligation. The transaction-based fees are generally calculated based on measures such as (i) percentage of dollar value of volume processed; (ii) number of transactions processed; or (iii) some combination thereof. The Company has entered into agreements with major oil companies, fuel retailers, vehicle maintenance providers, OTAs and health partners, which provide services and limited products to the Company’s customers. These agreements specify that a transaction is deemed to be captured when the Company has validated that the transaction has no errors and has accepted and posted the data to the Company’s records. Revenue is recognized based on the value of services transferred to date using a time elapsed output method.

The Company enters into contracts with certain large customers or partners that provide for fee rebates tied to performance milestones. Such rebates and incentives are calculated based on estimated performance and the terms of the related business agreements and are typically recorded within revenue. Amounts paid to certain partners in our Mobility and Corporate Payments segments are recorded within sales and marketing expense on our consolidated statements of operations.

Under ASC 310, we record revenue on overdue accounts and certain other fees assessed to cardholders as part of the lending relationship, net of a provision for estimated uncollectible amounts, at the time the charges are assessed.

Transfer of Financial Assets

In accordance with ASC 860, Transfers and Servicing, the Company applies sale accounting for arrangements to sell accounts receivable if the financial assets are isolated from the Company’s creditors, the transferee has the right to pledge or exchange the transferred financial assets and the Company does not maintain effective control of the transferred assets. Upon satisfaction of the above criteria, the transfers are treated as a sale and are accounted for as a reduction in trade accounts receivable within our consolidated balance sheets.

Stock-Based Compensation

The Company recognizes the fair value of all stock-based payments to employees and directors in its consolidated financial statements. The fair value of DSUs, RSUs, and PBRSUs without a market condition are determined and fixed on the grant date based on the closing price of the Company’s stock as reported by the NYSE. The Company estimates the grant date fair value of service-based stock option awards using a Black-Scholes-Merton valuation model and awards granted with market conditions (including MSUs, market performance-based stock option awards, TSR performance awards, and PBRSUs with a TSR performance condition) using a Monte Carlo simulation model.

Stock-based compensation expense is recorded net of estimated forfeitures over each award’s requisite service period. The Company uses the straight-line methodology for recognizing the expense associated with service-based stock options and RSU grants and a graded-vesting methodology for the expense recognition of MSUs, market performance-based stock options and PBRSUs.

See Note 21, Stock-Based Compensation, for further information.

Advertising Costs

Advertising and marketing costs are expensed in the period incurred. During the years ended December 31, 2025, 2024 and 2023, advertising expense was $42.9 million, $31.5 million and $27.1 million, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences become deductible. A valuation allowance is established for those jurisdictions in which the realization of deferred tax assets is not deemed to be more likely than not. The Company has elected to treat the GILTI tax as a current period expense in the year incurred.

Accounting guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This accounting guidance also provides guidance on derecognition, classification, interest and penalties, accounting in the interim periods, disclosure, and transition. Penalties and interest related to uncertain tax positions are recognized as a component of income tax expense. To the extent penalties and interest are not assessed with respect to uncertain tax positions, amounts accrued are reduced and reflected as a reduction of the overall income tax provision.

Earnings per Share

Basic earnings per share is computed by dividing net income attributable to shareholders 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 impact of convertible securities under the “if-converted” method if the effect of such securities would be dilutive and 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 attributable to shareholders and reconciles basic and diluted shares outstanding used in the earnings per share computations:

(1)For the years ended December 31, 2025, 2024 and 2023,0.7 million,0.3 million and 0.4 million outstanding share-based compensation awards, respectively, were excluded from the computation of diluted earnings per share under the treasury stock method, as the effect of including these awards would be anti-dilutive.

(2)Under the “if-converted” method, approximately 1.6 million shares of the Company’s common stock associated with the assumed conversion of the Convertible Notes were excluded from 2023 diluted shares prior to repurchase and cancellation, as the effect of including such shares would have been anti-dilutive. During August 2023, the Company repurchased all of the Company’s outstanding Convertible Notes. For further information regarding the Convertible Notes and their repurchase and cancellation, see Note 16, Financing and Other Debt.

Foreign Currency Movement

The financial statements of the Company’s foreign subsidiaries, where the local currency is the functional currency, are translated to U.S. dollars using year-end spot exchange rates for assets and liabilities, average exchange rates for revenue and expenses and historical exchange rates for equity transactions. The resulting foreign currency translation adjustment is recorded as a component of accumulated other comprehensive loss.

Gains and losses on foreign currency transactions as well as the remeasurement of the Company’s cash, receivable and payable balances that are denominated in foreign currencies, are recorded directly in net foreign currency gain (loss) in the consolidated statements of operations. However, gains or losses resulting from intercompany foreign currency balances that are of a long-term investment nature are not recognized in the consolidated statements of operations. In these situations, the gains or losses are deferred and included as a component of accumulated other comprehensive loss.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss (“AOCL”) consists of unrealized gains and losses on available-for-sale debt securities and foreign currency translation adjustments pertaining to the net investment in foreign operations. As of December 31, 2025 and 2024, the components of AOCL were as follows:

The above amounts are shown net of applicable deferred taxes, which were immaterial for both periods presented. As of December 31, 2024, the Company had a full valuation allowance recorded against its deferred tax assets from unrealized losses on available-for-sale debt securities included within AOCL. Further, unrealized losses on foreign currency translation adjustments within AOCL are substantially considered indefinitely reinvested outside the United States. Accordingly, there were no material deferred taxes recorded on unrealized gains and losses on available-for-sale debt securities and foreign currency translation adjustments during the years ended December 31, 2025, 2024 and 2023.

The Company evaluates all ASUs recently issued by the FASB for consideration of their applicability. The following table provides a brief description of recent accounting pronouncements and their impact, or anticipated impact on our financial statements. 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 consolidated financial statements.

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.

The following tables disaggregate our consolidated revenues, substantially all of which relate to services transferred to the customer over time:

Payment Processing Revenue

Payment processing revenue consists primarily of interchange income. Interchange income is a fee paid by a merchant bank (“merchant”) to the card-issuing bank (generally the Company) in exchange for the Company facilitating and processing transactions with cardholders. Interchange fees are set by the card network in open loop transactions and by the Company in closed loop transactions. WEX processes transactions through both closed-loop and open-loop networks.

•Mobility segment interchange income primarily relates to revenue earned on transactions processed through the Company’s proprietary closed-loop fuel networks. In closed-loop fuel network arrangements, written contracts are entered into between the Company and merchants, which determine the interchange fee charged on transactions. The Company extends short-term credit to the fleet cardholder and pays the merchant the purchase price for the cardholder’s transaction, less the interchange fees the Company retains. The Company collects the total purchase price from the fleet cardholder. In Europe, interchange income is specifically derived from the difference between the negotiated price of fuel from the supplier and the agreed upon price paid by fleet cardholders.

•Interchange income in our Corporate Payments and Benefits segments relates to revenue earned on transactions processed through open-loop networks. In open-loop network arrangements, there are several intermediaries involved between the merchant and the cardholder and written contracts between all parties involved in the process do not exist. Rather, the transaction is governed by the rates determined by the card network at the point-of-sale. This framework dictates the interchange rate, the risk of loss, dispute procedures and timing of payment. For these transactions, there is an implied contract between the Company and the merchant. In our Corporate Payments segment, the Company remits payment to the card network for the purchase price of the cardholder transaction, less the interchange fees the Company earns. The Company collects the total purchase price from the cardholder. In our Benefits segment, funding of transactions and collections from cardholders is performed by third-party sponsor banks, who remit a portion of the interchange fee to us.

The Company has determined that the merchant is the customer as it relates to interchange income, regardless of the type of network through which transactions are processed. The Company’s primary performance obligation to merchants is a stand-ready commitment to provide payment and transaction processing services as the merchant requires, which is satisfied over time in daily increments. Since the timing and quantity of transactions to be processed by us is not determinable, the total consideration is determined to be usage-based variable consideration. The variability is satisfied

each day the service is provided to the customer and we consider the services performed each day in order to ascribe the appropriate amount of total fees to that day. We measure interchange revenue on a daily basis based on the services that are performed on that day.

In determining the amount of consideration received related to these services, the Company applied the principal-agent guidance in Topic 606 and assessed whether it controls services performed by other intermediaries. The Company determined that WEX does not control the services performed by merchant acquirers, card networks and sponsor banks as each of these parties is the primary obligor and interchange income is recognized net of fees owed to these intermediaries. Conversely, the Company determined that services performed by third-party payment processors are controlled by the Company and such fees paid to third-party payment processors are recorded as service fees within cost of services.

The Company additionally enters into contracts with certain large customers or strategic cardholders that provide for fee rebates tied to performance milestones. When such fee rebates constitute consideration payable to a customer or other party that purchases services from the customer, they are considered variable consideration and are recorded as a reduction in payment processing revenue in the same period that related interchange income is recognized. For the years ended December 31, 2025, 2024, and 2023, variable consideration, including fee rebates determined to be variable consideration, totaled $1.8 billion, $2.0 billion and $2.1 billion, respectively. Fee rebates made to certain other partners in exchange for customer referrals are not considered variable consideration and are recorded as sales and marketing expenses.

Account Servicing Revenue

In our Mobility segment, account servicing revenue is primarily comprised of monthly fees charged to cardholders based on the number of vehicles serviced. These fees are primarily in return for providing monthly vehicle data reports and are recognized on a monthly basis as the service is provided. The Company also recognizes revenue related to reporting services on telematics hardware placements, which are within the scope of Topic 606, and other fees recognized as revenue when assessed to the cardholder as part of the lending relationship, which are outside the scope of Topic 606.

In our Corporate Payments segment, account servicing reflects licensing fees earned for use of our accounts receivable and accounts payable SaaS platforms, all of which is within the scope of Topic 606.

In our Benefits segment, we recognize account servicing fees for the per-participant per-month fee charged per consumer on our SaaS healthcare technology platform and a program fee for custodial services performed on behalf of our HSA account holders. Customers, including health plans, third-party administrators, financial institutions and payroll companies, typically enter into three to five-year contracts, which contain significant termination penalties. This revenue is within the scope of Topic 606.

Our Corporate Payments and Benefits segments provide SaaS services and support, which are stand-ready commitments and are satisfied over time in a series of daily increments. Revenue is recognized based on an output method using days elapsed to measure progress as the Company transfers control evenly over each monthly subscription period.

Finance Fee Revenue

The Company earns revenue on overdue accounts, which is recognized when 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. Finance fee revenue also includes amounts earned by the Company’s factoring business, which purchases accounts receivable from third-parties at a discount, and finance charges earned on revolving portfolio balances. These revenues are outside the scope of Topic 606.

Other Revenue

In our Mobility segment, other revenue consists in part of transaction processing revenue, other fees charged to the merchants, professional services, including software development projects and other services sold subsequent to the core offerings, the sale of telematics hardware, and permit sales to our over-the-road customers, all of which are within the scope of Topic 606. Revenue is recognized when control of the services or hardware is transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those services. Additionally within our Mobility segment, other revenue consists in part of fees charged to cardholders, including carrier and other miscellaneous credit card fees, and interest and investment income, all of which is outside the scope of Topic 606 and accounted for under Topic 310.

In our Corporate Payments segment, the majority of other revenue reflects interest income earned on restricted cash balances, which is outside the scope of Topic 606. In our Benefits segment, other revenue includes interest income earned on the investment of HSA deposit balances held by WEX Bank, which is outside the scope of Topic 606 and is accounted for under Topic 320 and professional services revenue, which is within the scope of Topic 606, and is recognized as the services are performed in the amount we expect to receive from these services.

Contract Balances

The majority of the Company’s receivables 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, and are therefore excluded from the table below. 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 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:

Impairment losses recognized on our contract assets were immaterial for the years ended December 31, 2025, 2024 and 2023. In the years ended December 31, 2025, 2024 and 2023, we recognized revenue of $27.5 million, $25.5 million and $7.8 million included in the opening contract liabilities balances, respectively.

Remaining Performance Obligations

The Company’s unsatisfied, or partially unsatisfied performance obligations as of December 31, 2025 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 related to remaining performance obligations at the end of the reporting period.

(1)The trans action price allocated to the remaining performance obligations represents the minimum monthly fees on certain service contracts, including 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)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.

Business Combinations

The Company incurred and expensed animmaterial amount of costs directly related to completed business combinations during 2025 and 2024. The Company incurred $4.6 million of costs directly related to completed business combinations during the year ended December 31, 2023. Costs incurred and expensed related to business combinations in-process were immaterial for the years ended December 31, 2025, 2024, and 2023. Acquisition-related costs for all years presented are included within general and administrative expenses.

2023 Payzer Acquisition

On November 1, 2023, the Company acquired Payzer Holdings, Inc. ("Payzer"), a cloud-based, field service management software provider. The acquisition expanded the Company’s product suite into an adjacent market by providing a new, scalable SaaS solution for its Mobility segment customers that operate field service management companies. Total initial consideration for the acquisition approximated $250.0 million ($5.5 million of which was initially deferred), with additional contingent consideration of up to $11.0 million based on certain performance metrics, subject to certain working capital and other adjustments. During 2024, the Company fully settled the contingent consideration obligation for a total of $5.6 million and the purchase accounting for the acquisition became final. From the acquisition date through December 31, 2023, the Payzer Acquisition contributed $4.3 million to the Mobility segment's total revenues and $2.5 million of losses before taxes. No pro forma information has been included in these financial statements as the operations of Payzer for the period it was not part of the Company is not material to the Company’s revenues, net income or earnings per share.

2023 Ascensus Acquisition

On September 1, 2023, WEX Health completed the acquisition from Ascensus, LLC (the “Ascensus Acquisition”) of certain entities (the “Ascensus Acquired Entities”), which comprised the health and benefits business of Ascensus and are technology-enabled providers of employee health benefit accounts including HSAs, FSAs, and other benefit accounts. This acquisition expanded WEX's footprint in the Benefits segment, while also enhancing and expanding Affordable Care Act compliance and verification capabilities. Total consideration for the acquisition approximated $185.5 million. From the acquisition date through December 31, 2023, the Ascensus Acquired Entities contributed $14.0 million to the Benefits segment's total revenues and $3.5 million of losses before taxes. No pro forma information has been included in these financial statements as the operations of the Ascensus Acquired Entities for the period it was not part of the Company is not material to the Company’s revenues, net income or earnings per share.

Asset Acquisitions

2025 Factoring Receivables Acquisition

During January 2025, the Company entered into a purchase and sale agreement for the purchase of a portfolio of factoring accounts receivable from a third-party, which serves various customers in the U.S. transportation industry. During March 2025, the Company closed on the acquisition of these receivables, paying the seller a preliminary purchase price of $144.5 million, which included a 10 percent premium relative to the net value of the receivables balance as of the valuation date, plus certain customary adjustments, as defined in the purchase and sale agreement. There were no subsequent material adjustments to this preliminary purchase price.

We accounted for this transaction under the asset acquisition method of accounting and allocated $130.0 million of the total cost of the acquisition to accounts receivable, net of allowance and $14.5 million to a customer relationship intangible asset with aten-year life. The consideration paid for the accounts receivable was included within operating activities in the consolidated statement of cash flows.

2025 Asset Purchase Agreement

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 for an initial term of 7 years, conditional in part on completing a purchase and sale agreement with a third party to acquire their existing 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.

During the fourth quarter of 2025, the Company advanced consideration of $58.6 million, equal to the Purchased Assets’ deemed fair market value. The consideration for the Purchased Assets may be adjusted to subtract for any assumed portfolio liabilities, as defined in the asset purchase agreement, as of the closing date, which is expected to occur during the first quarter of 2026. Such consideration paid has been recorded as a short-term deposit within prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2025. The cost of the purchased accounts receivable will be payable at the closing date and recorded at fair value, determined based on balances outstanding as of that date.

We expect to account for the Purchased Assets under the asset acquisition method of accounting. When the customer portfolio is converted onto the Company’s payment processing platform, the short-term deposit will be reclassified to a customer relationship intangible asset. The $58.6 million payment has been included within cash flows from investing activities on the consolidated statement of cash flows for the year ended December 31, 2025.

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, which may include open market purchases, privately negotiated transactions, block trades, tender offers or accelerated share repurchase transactions or by any combination of such methods approved by our board of directors.

ASR

During the third quarter of 2024, we entered into an ASR agreement with JPMorgan Chase Bank, National Association (“JPMorgan”) to repurchase an aggregate of $300.0 million of the Company’s outstanding common stock (the “2024 ASR”). Under the 2024 ASR, the Company made a payment of $300.0 million to JPMorgan for which we received an initial delivery of approximately 1.3 million shares of our common stock, representing approximately 80 percent of the total shares of WEX common stock then expected to be repurchased under the ASR agreement. During the fourth quarter of 2024, the ASR was settled resulting in the delivery of approximately 0.2 million of additional shares of WEX common stock.

Modified “Dutch auction” Tender Offer

On February 26, 2025, the Company commenced a modified “Dutch auction” tender offer to repurchase up to $750.0 million worth of its common stock (the “Tender Offer”). On March 31, 2025, the Company completed the Tender Offer and accepted for purchase a total of approximately 4.9 million shares of its common stock at a purchase price of $154 per share. The Company paid $750.0 million in cash to complete the Tender Offer, excluding related costs and fees. The Company incurred approximately $4.2 million of costs and fees related to the Tender Offer, which are recorded along with the cost of the shares repurchased as treasury stock on the accompanying consolidated financial statements.

Summary of Share Repurchases

Pursuant to our previously approved and announced repurchase program, the Company repurchased the following approximate shares of common stock, inclusive of the share repurchases under the 2024 ASR and the Tender Offer, which have been recorded as treasury stock:

(1) Includes the applicable one percent excise tax imposed by the Inflation Reduction Act of 2022 on the net value of certain stock repurchases. Such excise taxes are included within cash flows from financing activities when paid.

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. See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, for more information regarding our policies and procedures for determining the allowance for accounts receivable. The following tables present changes in the accounts receivable allowances by portfolio segment:

(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:

Concentration of Credit Risk

The receivables portfolio primarily consists of a large group of homogeneous balances across a wide range of industries, which are collectively evaluated for impairment. No individual customer had a receivable balance representing 10 percent or more of the outstanding receivables balance at December 31, 2025 or 2024.

The Company’s investment securities as of December 31, 2025 and 2024 are presented below:

(1)The Company’s methods for measuring the fair value of its investment securities are discussed in Note 18, Fair Value.

(2)As of December 31, 2025, the Company has pledged debt securities with a fair value of $86.8 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 16, Financing and Other Debt.

(3)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. The fair value of available-for-sale debt securities at December 31, 2024 was comprised of municipal bonds of $31.9 million and mortgage-backed securities of $9.8 million.

(4)Excludes $18.4 million and $16.4 million in equity securities as of December 31, 2025 and 2024, respectively, included in prepaid expenses and other current assets and other assets on the consolidated balance sheets. See Note 17, Employee Benefit Plans, for additional information.

The following tables present estimated fair value and gross unrealized losses of available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security category and length of time such securities have been in a continuous unrealized loss position. There were no expected credit losses that have been recorded against our investment securities as of December 31, 2025 and 2024.

The above table includes 319 securities at December 31, 2025 where the current fair value is less than the related amortized cost. Unrealized losses on the Company’s debt securities included in the above tables 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.

During the year ended December 31, 2025, proceeds from the sale of available-for-sale securities were $558.7 million. Gross realized gains and losses included in 2025 earnings as a result of these sales were $8.1 million and $6.8 million, respectively. During 2024 and 2023, proceeds from the sale of available-for-sale securities and gross realized gains and losses thereon were immaterial.

EQUITY SECURITIES

During the years ended December 31, 2025, 2024, and 2023, unrealized gains and losses recognized on equity securities still held as of December 31, 2025, 2024, and 2023 were immaterial.

Property, equipment and capitalized software, net consist of the following:

Depreciation expense was $139.2 million, $119.5 million and $92.2 million in 2025, 2024 and 2023, respectively.

Due primarily to slower-than-anticipated demand for EVs, during the year ended December 31, 2025, the Company recognized $9.9 million in non-cash impairment charges related to the write-off of certain EV-related technology assets. This impairment charge is included within processing costs in cost of services on the consolidated statement of operations.

Goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2025 were as follows:

The changes in the carrying amount of goodwill for the year ended December 31, 2024 were as follows:

Other Intangible Assets

Other intangible assets consist of the following:

(1)Contractual rights represent intangible rights to serve as custodian or sub-custodian to certain HSAs.

During the years ended December 31, 2025, 2024 and 2023, amortization expense was $191.9 million, $201.8 million and $184.0 million, respectively. The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for each of the next five fiscal years:

Accounts payable consists of:

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 24, 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 HSA 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 HSA deposits are issued at rates 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:

(1)As of December 31, 2025 and 2024, all certificates of deposit and money market deposits were in denominations of $250 thousand or less, corresponding to FDIC deposit insurance limits.

(2)Includes certificates of deposit and certain money market deposits, which have a fixed maturity.

(3)HSA deposits are recorded within short-term deposits on the consolidated balance sheets as the funds can be withdrawn by the account holders at any time.

Interest Rate Swap Contracts

From time to time, the Company enters into interest rate swap contracts to manage the interest rate risk associated with its outstanding variable-interest rate borrowings. Such contracts are intended to economically hedge the reference rate component of future interest payments associated with outstanding borrowings under the Company’s Credit Agreement.

On December 12, 2023, the Company unwound and terminated all of its outstanding swaps with a collective notional amount of $1.1 billion in exchange for the receipt of $50.0 million, resulting in an immaterial impact on the Company’s results of operations. The cash flow impact from the receipt of proceeds on termination has been reflected within operating activities on the consolidated statement of cash flows for the year ended December 31, 2023.

The following table presents information on interest rate swap gains and losses incurred and recognized within financing interest expense, net of financial instruments on the consolidated statements of operations:

Contingent Consideration Derivative Liability

At December 31, 2025 and 2024, the Company had a contingent consideration derivative liability associated with its asset acquisition from Bell Bank. See Note 18, Fair Value, for more information regarding the valuation of the Company’s derivatives and Note 19, Commitments and Contingencies, for further discussion of this liability.

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 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 consolidated statements of cash flows. Cost of factoring, which was $8.5 million, $10.6 million and $10.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, is recorded within cost of services in the 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 December 31, 2025 and 2024. The Company sold $485.0 million, $512.8 million, and $565.3 million of accounts receivable under this arrangement during the years ended December 31, 2025, 2024, and 2023, respectively.

The WEX Bank agreement has no set expiration date, however, either party can terminate the agreement with 30 days’ notice. Under this arrangement, the Company sold $13.1 billion, $14.5 billion, and $12.9 billion of trade accounts receivable during the years ended December 31, 2025, 2024, and 2023, respectively.

Benefits Securitization

In April 2023, WEX Health, through a wholly-owned special purpose entity (“SPE”), entered into a receivable securitization facility with a revolving limit of $35.0 million and an initial term through April 2026, which could be extended for an additional period of up tothree years and voluntarily terminated by the SPE at any time, subject to 30 days’ notice. During December 2023, the Company signed an amendment to the initial receivable securitization agreement, which suspended activities under the facility, reducing the revolving limit to zero until the parties agreed in writing to reactivate it (the “Health Facility Amendment”). During December 2024, the suspended facility was voluntarily terminated by the SPE.

Prior to the Health Facility Amendment, WEX Health sold eligible trade accounts receivables under the facility to the SPE, which is a VIE bankruptcy-remote subsidiary, and in turn, the SPE sold undivided ownership interests in certain of these receivables to an unrelated financial institution in exchange for cash equal to the gross receivables transferred. WEX Health continued to service the receivables sold to the financial institution under the facility, however, WEX did not retain effective control of transferred receivables, derecognized the assets, and accounted for these transfers as sales. The Company sold approximately $140.7 million of receivables under the securitization facility during the year ended December 31, 2023 prior to suspension of the facility. The SPE paid interest on the amount funded by the unrelated financial institution based on variable interest rates, which was immaterial for the year ended December 31, 2023 and reflected within operating interest on the consolidated statements of operations.

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 December 31, 2025, WEX Inc. was custodian to approximately $4.9 billion in HSA cash assets. Of these custodial balances, approximately $0.7 billion of HSA cash assets were deposited with and managed by certain third-party depository partners and not recorded on our consolidated balance sheets as of December 31, 2025. Such third-party depository partners are regularly monitored by management for stability. The remaining balance of $4.2 billion in HSA cash assets were deposited with and managed by WEX Bank and are therefore reflected on our consolidated balance sheets as of December 31, 2025. See Note 11, Deposits, for further information about HSA deposits recorded on our consolidated balance sheets.

Income before income taxes consisted of the following for the years ended December 31:

Income taxes from continuing operations consisted of the following for the years ended December 31:

Income taxes paid (net of refunds) consisted of the following for the year ended December 31, 2025:

Income taxes paid (net of refunds) during the years ended December 31, 2024 and 2023 were $131.9 million and $130.3 million, respectively.

Undistributed earnings of certain foreign subsidiaries of the Company amounted to $351.0 million and $313.6 million at December 31, 2025 and 2024, respectively. During the third quarter of 2025, the Company reevaluated its historic indefinite reinvestment assertion and determined that any historical undistributed earnings as well as the future earnings for WEX Brazil are no longer considered to be indefinitely reinvested. The Company continues to maintain its indefinite reinvestment assertion for its investments in all other foreign subsidiaries, except for any historical undistributed earnings and future earnings for WEX Australia and WEX Brazil. Upon distribution of these earnings, the Company would be subject to withholding taxes payable to foreign countries, where applicable, but would generally have no further federal income tax liability. It is not practicable to estimate the unrecognized deferred tax liability associated with these undistributed earnings; however, it is not expected to be material.

The reconciliation between the income tax computed by applying the U.S. federal statutory rate and the reported effective tax rate on income from continuing operations is as follows for the years ended December 31:

(a) State taxes in California, North Dakota, Illinois, Utah and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category.

The Company’s effective tax rate for the year ended December 31, 2025 was favorably impacted by the reduction in unrecognized tax benefits of $5.3 million due to a lapse in statute of limitations.

The Company’s effective tax rate for the year ended December 31, 2024 was favorably impacted by the reduction of valuation allowance of $8.6 million, which was partially offset by a discrete tax item of $3.7 million primarily associated with an unrecognized tax benefit related to state income taxes.

The Company’s effective tax rate for the year ended December 31, 2023 was adversely impacted by the loss on extinguishment of Convertible Notes of $70.1 million, which was disallowed for tax purposes, and a tax shortfall arising from stock-based compensation, which was largely offset by a release in valuation allowance primarily attributable to foreign tax credits and net operating losses in the U.K.

The tax effects of temporary differences in the recognition of income and expense for tax and financial reporting purposes that give rise to significant portions of the deferred tax assets and liabilities are presented below:

Net deferred tax (liabilities) assets by jurisdiction are as follows:

The Company had approximately $529.3 million and $496.8 million of post apportionment state net operating loss carryforwards as of December 31, 2025 and 2024, respectively. The Company’s foreign net operating loss carryforwards were approximately $26.1 million and $33.5 million at December 31, 2025 and 2024, respectively. The Company had $0.3 million and $15.9 million federal net operating loss carryforwards at December 31, 2025 and 2024, respectively. The Company had $6.9 million and $14.7 million United States foreign tax credit carryforwards at December 31, 2025 and 2024, respectively. The U.S. state losses expire at various times through 2045. United States federal losses and foreign losses in Australia and the United Kingdom have indefinite carryforward periods. Most of the United States foreign tax credit carryforwards will expire in 2026.

At December 31, 2025, the Company’s valuation allowance primarily pertains to i) foreign capital losses arising from a portion of the legal settlement of proceedings and appeals related to the acquisition of eNett and Optal, and ii) net deferred tax assets for certain states. In each case, the Company has determined it is not more likely than not that the benefits will be utilized. During 2025, 2024, and 2023 the Company recorded net tax benefits of $1.0 million, $8.6 million, and $17.1 million, respectively, resulting from changes to the valuation allowance. During 2025, the Company recorded a $28.1 million reversal of the valuation allowance on debt securities through accumulated other comprehensive income, driven by the recovery of previously unrealized losses. In 2025, a $4.4 million deferred tax asset related to the 2015 U.S. foreign tax credits carryforward expired. As a result, both the deferred tax asset and its fully offsetting valuation allowance were derecognized. The following table provides a summary of the Company’s valuation allowance:

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The total amounts of interest and penalties recognized in the consolidated statements of operations were not material for the years ended December 31, 2025, 2024, and 2023. As of December 31, 2025 and 2024 the amount accrued for interest and penalties related to unrecognized tax benefits totaled $1.2 million and $2.7 million, respectively.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits excluding interest and penalties is as follows:

At December 31, 2025, the Company had $3.9 million of unrecognized tax benefits, which would decrease our effective tax rate if fully recognized.

The Company’s primary tax jurisdictions are the United States, Australia and the United Kingdom. The Company or one of its subsidiaries files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions, where required. The Company is generally no longer subject to income tax examination after the three-year Internal Revenue Service statute of limitations. At December 31, 2025, U.S. state tax returns were no longer subject to tax examination for years prior to 2021. The tax years remaining open for income tax audits in the United Kingdom are 2022 through 2024, while the tax years open for audit in Australia are 2021 through 2024.

On December 12, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15 percent, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates were January 1, 2024, and January 1, 2025, for different aspects of the directive. The impact of the Pillar Two Framework on the Company’s income tax provision for the years ended December 31, 2025 and 2024 was not material. The Company is continuing to evaluate the potential impact of the Pillar Two Framework on future periods, pending legislative adoption by additional individual countries.

On July 4, 2025, President Trump signed into law the OBBBA, which makes certain tax provisions from the 2017 Tax Cuts and Jobs Act (TCJA) permanent, introduces new tax provisions with varying effective dates, and rolls back certain incentives from the 2022 Inflation Reduction Act. One of the key features impacting the Company from the OBBBA includes domestic research cost expensing in tax years beginning after December 31, 2024. As a result, the Company’s

cash paid for U.S. federal income taxes decreased during 2025 relative to prior years. However, a higher allocation of these costs to foreign source income has limited the Company's ability to utilize foreign tax credit carryforwards. As a result, a $1.0 million increase in the valuation allowance against U.S. foreign tax credit carryforwards was recorded during the year ended December 31, 2025. The Company is currently assessing the comprehensive impact of other OBBBA provisions; however, these are not anticipated to materially impact the effective tax rate or cash paid for income taxes.

The Company has non-cancelable operating lease arrangements for office and other space that expire at various dates through 2035. Certain of our office leases contain options to renew forone tothree successive five-year periods beyond the initial term. For the majority of these leases we have concluded that we are not reasonably certain to exercise renewal options, therefore, the lease terms used to calculate those right-of-use assets and lease liabilities are not reflective of renewal options. The impact on our financial position from renewal options that have been recognized as part of our right-of-use assets and lease liabilities is immaterial.

The following table presents supplemental balance sheet information related to our operating leases:

The following table presents the weighted average remaining lease term and discount rate:

Maturities of our operating lease liabilities are as follows:

We recognized $11.3 million, $14.0 million, and $15.6 million of operating lease expense during 2025, 2024 and 2023, respectively, which is net of immaterial sublease income and includes expense associated with leases with a term of twelve months or less, variable lease costs, and immaterial right-of-use asset impairments. Operating lease expense is classified as general and administrative expenses on our consolidated statements of operations.

The following table presents supplemental cash flow and other information related to our leases:

The following tables summarize the Company’s total outstanding debt as of:

** Provided for the total Credit Agreement borrowings below.

(1)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 days prior to the maturity of the Term B-2 Loans, as further described in the Credit Agreement. The Term A-1 Loans and Revolving Credit Facility bear 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.

(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 December 31, 2025 and 2024, amounts outstanding under the Credit Agreement bore a weighted average effective interest rate of 5.5 percent and 6.0 percent, respectively.

(4)See Note 18, Fair Value for information regarding the fair value of the Company’s debt.

(5)Current portion of long-term debt as of December 31, 2025 and 2024 is net of $8.7 million and $6.9 million, respectively, in unamortized debt issuance costs/discounts.

(1)Primarily collateralizing Corporate Payments processing activity.

(2)Total commitments under the Revolving Credit Facility are $1.6 billion as of both December 31, 2025 and 2024. Borrowing capacity is contingent on maintaining compliance with the financial covenants as defined in the Company’s Credit Agreement. The Company pays a quarterly commitment fee at a rate per annum ranging from 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 December 31, 2025 and 2024 was 0.30 percent and 0.25 percent, respectively.

Credit Agreement

As of December 31, 2024, under the Credit Agreement, the Company had senior secured tranche A term loans (the “Term A Loans”), senior secured tranche B term loans (the “Term B Loans”), and outstanding commitments under the Revolving Credit Facility.

On March 6, 2025, the Company and certain of its subsidiaries entered into the Seventh Amendment to the Credit Agreement (the “Seventh Amendment”), which, among other things, established an incremental tranche of senior secured tranche B term loans in an aggregate principal amount of $450.0 million (the “Incremental Term B-3 Loans”), which are scheduled to mature on March 6, 2032 and were issued with 0.5 percent OID. The proceeds from the Incremental Term B-3 Loans were primarily used to fund the Tender Offer and to repay a portion of the Company’s outstanding borrowings on the Revolving Credit Facility. See Note 5, Repurchases of Common Stock, for more information on the Tender Offer.

The Company incurred debt financing costs of approximately $4.9 million in conjunction with the Seventh Amendment, in addition to the OID of $2.3 million. The OID and debt financing costs are being amortized over the term of the borrowing to financing interest expense, net of financial instruments.

Under the Credit Agreement, the Company has granted a security interest in substantially all of the assets of the Company, subject to certain exceptions including the assets of WEX Bank and certain foreign subsidiaries. The Credit Agreement contains various affirmative and negative covenants affecting the Company and its subsidiaries, including covenants limiting the Company’s ability to, among other things, incur debt, grant liens, make certain investments, pay dividends, repurchase equity interests and sell assets, subject to certain exceptions. The Credit Agreement also contains customary financial maintenance covenants, including a consolidated interest coverage ratio and a consolidated leverage ratio.

Senior Notes

On March 6, 2025, the Company completed a private offering of $550.0 million in aggregate principal amount of senior unsecured notes due March 15, 2033 (the “Senior Notes”). The Senior Notes bear interest at a rate of 6.5 percent per annum, payable semi-annually. The proceeds from the Senior Notes were primarily used to fund the Tender Offer discussed above under Credit Agreement and to repay a portion of the Company’s outstanding borrowings under the Revolving Credit Facility. Subject to the conditions set forth in the Indenture, the Senior Notes may be redeemed at the Company’s option, in whole or in part, at the following redemption prices:

The Company incurred debt financing costs of approximately $9.2 million in connection with the Senior Notes offering. The debt financing costs are being amortized over the term of the borrowing to financing interest expense, net of financial instruments.

Convertible Notes

The Company previously had issued Convertible Notes in an aggregate principal amount of $310.0 million to an affiliate of Warburg Pincus LLC. On August 11, 2023 (the “Repurchase Date”), the Company repurchased all of the outstanding aggregate principal amount of the Company’s Convertible Notes at 119 percent of par for a total purchase price of $370.4 million, inclusive of accrued and unpaid interest. At the time of repurchase, the net carrying amount of the Convertible Notes was $298.8 million, resulting in a loss on extinguishment of $70.1 million, which has been recorded within non-operating expense on the consolidated statement of operations for the year ended December 31, 2023. Upon repurchase, the obligations of the Company to Warburg Pincus LLC were satisfied in full and the Convertible Notes were canceled by the trustee at the instruction of the Company.

The debt discount and debt issuance costs associated with the Convertible Notes were amortized to interest expense using the effective interest rate method over the initial seven-year contractual life of the Convertible Notes. During 2023, through the date of repurchase, the Convertible Notes had an effective interest rate of 7.5 percent.

Interest on the Convertible Notes was calculated at a fixed rate of 6.5 percent per annum, payable semi-annually in arrears on January 15 and July 15 of each year. At the Company’s option, interest was either payable in cash, through accretion to the principal amount of the Convertible Notes, or a combination of cash and accretion. From inception and through the Repurchase Date, all interest payments due on the Convertible Notes were paid in cash. The following table sets forth total interest expense recognized for the Convertible Notes during the year ended December 31, 2023:

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 $7.1 million of cash and cash equivalents as of December 31, 2025 and animmaterial amount of cash and cash equivalents as of December 31, 2024, are restricted to pay the securitized debt and are not available for general corporate purposes. Additionally, creditors of the VIEs 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 2026, 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$115.0 million, expires in October 2026, 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 percent as of both December 31, 2025 and 2024.

As of December 31, 2025, 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 $1.1 billion of collateralized borrowings outstanding with the FHLB as of December 31, 2025 and 2024. Remaining borrowing capacity as of December 31, 2025 was $383.5 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. Federal funds lines of credit were $431.0 million as of December 31, 2025. WEX Bank hadno outstanding borrowings under these federal funds lines of credit as of December 31, 2025 and 2024.

Other Short-Term Borrowings

As an additional source of liquidity, WEX Bank pledged $204.1 million as of December 31, 2025 of customer receivables held by WEX Bank 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 $151.0 million and $137.7 million as of December 31, 2025 and 2024, respectively. WEX Bank hadno borrowings outstanding on this line of credit as of December 31, 2025 and 2024.

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 hadno borrowings outstanding on this facility as of December 31, 2025 and 2024.

Debt Commitments

The table below summarizes the Company’s annual principal payments on its total debt for each of the next five years based on stated maturity dates:

The Company sponsors a 401(k) retirement and savings plan for U.S. employees. Eligible employees may participate in the plan immediately. The Company’s employees who are at least 18 years of age and have completedone year of service are eligible for Company matching contributions in the plan. The Company matches 100 percent of each employee’s contributions up to a maximum of 6 percent of each employee’s eligible compensation. All contributions vest immediately. WEX has the right to discontinue the plan at any time. Contributions to the plan are voluntary. The Company contributed

$21.1 million, $20.8 million, and $18.2 million in matching funds to the plan for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company also sponsors deferred compensation plans for certain employees designated by the Company. Participants may elect to defer receipt of designated percentages or amounts of their compensation and the Company provides a match of up to 6 percent of a portion of the participant’s applicable contributions, which was immaterial for the years ended December 31, 2025, 2024, and 2023. The Company maintains a grantor’s trust to hold the assets under these plans, which are recorded at fair value. The assets and equally offsetting related obligations totaled $18.4 million and $16.4 million at December 31, 2025 and 2024, respectively. The assets are included in prepaid expenses and other current assets and other assets on the consolidated balance sheets, as applicable, and the related obligations are included in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheets, as applicable. Refer to Note 18, Fair Value, for further information.

The Company has defined benefit pension plans in several foreign countries. The total net unfunded status for the Company’s foreign defined benefit pension plans was $2.4 million and $3.3 million as of December 31, 2025 and 2024, respectively. These obligations are recorded in accrued expenses and other current liabilities and other liabilities in the consolidated balance sheets, as applicable. The Company measures these plan obligations at fair value on an annual basis, with any changes recorded to earnings. The aggregate cost for these plans was insignificant to the consolidated financial statements for all periods presented.

Assets and Liabilities 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:

(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 consolidated balance sheets.

(3)The fair value of these assets is recorded as current or long-term based on the timing of the Company’s executive deferred compensation plan payment obligations. At December 31, 2025, $2.2 million and $16.3 million in fair value was recorded within prepaid expenses and other current assets and other assets, respectively. At December 31, 2024, $1.8 million and $14.7 million in fair value was recorded within prepaid expenses and other current assets and other assets, respectively.

(4)The fair value of this liability is recorded as current or long-term based on the timing of expected payments. At December 31, 2025, $51.0 million and $17.9 million in fair value was recorded within accrued expenses and other current liabilities and other liabilities, respectively. At December 31, 2024, $62.2 million and $66.0 million in fair value was recorded within accrued expenses and other current liabilities and other liabilities, respectively.

(5)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. The fair value of available-for-sale debt securities at December 31, 2024 was comprised of municipal bonds of $31.9 million and mortgage-backed securities of $9.8 million.

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 were 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, 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.

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 December 31, 2025, the Company hadno unfunded commitments with respect to the fund. Investments in the fund may be redeemed monthly with 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.

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

As discussed in Note 19, Commitments and Contingencies, 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 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 December 31, 2025 and December 31, 2024 were effectively measured at the present value of the maximum remaining contingent consideration payable under the arrangement. Accordingly, the fair value of the contingent consideration could not materially increase.

Reconciliation of Fair Value Measurements Categorized Within Level 3

(1)Prior to December 31, 2024, the forecasted Federal Funds rates represented a Level 3 input within the fair value hierarchy. However, due to the availability of projected Federal Funds curve rates through the expected remaining term of the liability, effective December 31, 2024, the forecasted Federal Funds rate represents a Level 2 input within the fair value hierarchy and the contingent consideration liability was transferred out of Level 3 of the fair value hierarchy.

Assets and Liabilities 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:

**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

The carrying value of certain of the Company’s financial instruments, other than those presented above, including cash, cash equivalents, restricted cash and restricted cash payable, short-term contractual deposits and HSA deposits, accounts receivable and securitized accounts receivable, accounts payable, accrued expenses and other current liabilities and other liabilities approximate their respective fair values due to their short-term nature or maturities. The carrying value of certain other financial instruments we may have from time to time, including interest-bearing money market deposits, securitized debt, participation debt, borrowed federal funds, FHLB advances and deferred consideration associated with our acquisitions approximate their respective fair values due to stated interest rates being consistent with current market interest rates.

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.

Extension of Credit to Customers

We have entered into commitments to extend credit in the ordinary course of business. We had approximately $11.3 billion of unused commitments to extend credit at December 31, 2025, as part of established customer agreements. These amounts may increase or decrease during 2026 as we increase or decrease credit to customers, subject to appropriate credit reviews, as part of our lending product agreements. Many of these commitments are not expected to be utilized. We can adjust most of our customers’ credit lines at our discretion at any time. Therefore, we do not believe total unused credit available to customers and customers of strategic relationships represents future cash requirements. Given that the Company can generally adjust its customers’ credit lines at its discretion at any time, the unfunded portion of loan commitments to customers is unconditionally cancellable and thus the Company has not established a liability for expected credit losses on those commitments.

Unfunded Commitments

As a member bank, we have committed to providing a line of credit for the funding of up to a maximum of $25.0 million in loans to a nonprofit, community development financial institution to facilitate their offering of flexible financing for affordable, quality housing to assist Utah’s low and moderate-income residents. As of December 31, 2025, the Company has funded $7.6 million against this line of credit, which has been included on the consolidated balance sheet within accounts receivable. The Company’s remaining unused line of credit commitment as of December 31, 2025 was $17.4 million and extends through August 2026.

The Company has entered into certain subscription and limited partnership agreements for limited partnership investment of up to $10.0 million in certain venture capital funds investing in climate/alternative energy technologies. Payment on such commitments are due, from time to time, upon the request by the partnerships’ general partners up until the tenth anniversary of the respective final closing date for each venture fund, except as otherwise modified in accordance with the terms of the respective limited partnership agreements. As of December 31, 2025, the Company has made payments of $3.6 million against these commitments.

Minimum Volume, Spend and Purchase Commitments

Under contractual arrangements with certain European fuel suppliers, the Company is subject to minimum volume commitments for the purchase of fuel products by its card customers in certain countries and for certain years, as defined within the agreements. Upon failing to meet these minimum volume commitments, the Company is subject to underlift fees. Such underlift fees incurred and paid to the fuel suppliers under the contracts were immaterial for the years ended

December 31, 2025, 2024, and 2023. Beginning with 2026, any underlift fees incurred under the contractual arrangement in effect as of December 31, 2025 are no longer payable to the fuel supplier and instead are required to be reinvested into the program.

The Company has other purchase commitments that include obligations made under noncancellable purchase orders and contractual obligations requiring minimum spend for certain IT and non-IT related services, including cloud-based computing services. Unconditional purchase commitments under significant non-cancelable contracts with remaining terms in excess of one year as of December 31, 2025, excluding obligations recorded on our consolidated balance sheet, totaled approximately $198.3 million, $61.6 million of which we expect to incur during 2026. The remaining $136.7 million of obligations are expected to be incurred ratably through 2030.

Deferred Payments on Acquisitions

On April 1, 2021, WEX Inc. completed the acquisition of certain contractual rights to serve as custodian or sub-custodian to over $3 billion of HSAs from the HealthcareBank division of Bell Bank, a subsidiary of SBI. WEX Inc. paid Bell Bank cash consideration for the acquisition of $200.0 million on the closing of the acquisition, $25.0 million in July 2023 and $12.5 million in January 2024. The purchase agreement included additional consideration payable to Bell Bank annually that is calculated on a quarterly basis and is contingent, and based, upon increases in the Federal Funds rate from the date of acquisition. The contingent payment period extends through the earlier of (i) the year ending December 31, 2030, or (ii) the date when the cumulative amount paid as contingent consideration equals $225.0 million. Through December 31, 2025, $206.4 million of consideration has been incurred, $51.0 million of which is unpaid as of December 31, 2025 and is payable during the first quarter of 2026. The Company expects that it will incur the full $225.0 million in contingent consideration. Payments on contingent consideration are included in net cash provided by operating activities in the consolidated statements of cash flows, specifically within changes in accrued expenses and other current and long-term liabilities, except with respect to the initial fair value of the contingent consideration at acquisition date, which was included within net cash provided by financing activities.

During 2019, the Company acquired Discovery Benefits, an employee benefits administrator, from SBI, who obtained a 4.9 percent equity interest in PO Holding, the then newly formed parent company of WEX Health and Discovery Benefits. During 2021, the Company repurchased a portion of SBI’s non-controlling interest in PO Holding, which reduced SBI’s ownership percentage to 4.53 percent. On March 7, 2022, WEX Inc. purchased SBI’s remaining 4.53 percent interest in PO Holding for a purchase price of $234.0 million plus any interest accruing pursuant to the terms of the Share Purchase Agreement. The purchase price is payable inthree installments of $76.7 million, with the first payment made in March of 2024, second payment made in March 2025, and the remaining installment payable in March 2026, with a final payment of $4.0 million also payable in March 2026. During 2025, WEX Inc. paid SBI interest in arrears of $9.7 million on the outstanding purchase price balance from March 2024 to March 2025 at the 12-month SOFR (as determined on March 1, 2024) plus 1.25 percent. WEX Inc. will owe SBI approximately $4.9 million of interest in arrears on the outstanding balance from March 2025 to March 2026 at the 12-month SOFR (as determined on March 3, 2025) plus 2.25 percent. No interest accrues on the $4.0 million payment due in March 2026.

The Company has certain restrictions on the dividends it may pay, including those under the Credit Agreement. The Credit Agreement allows us to make certain restricted payments (including dividends), subject to regulator approval, if we are able to demonstrate pro forma compliance with a consolidated leverage ratio, as defined in the Credit Agreement, of no more than 3.50 to 1.00 for the most recently completed test period after giving effect to such restricted payment. Additionally, as long as the Company would be in compliance with its consolidated interest coverage ratio, the Company may make annual restricted payments, including dividends, of up to $300.0 million initially, increasing by $50.0 million at the beginning of each subsequent fiscal year, such that the maximum payment amount will be $550.0 million for fiscal 2026. The Company has not declared any dividends on its common stock since it commenced trading on the NYSE on February 16, 2005.

Dividends paid by WEX Bank to WEX Inc. have historically provided a substantial part of the Company’s operating funds and for the foreseeable future it is anticipated that dividends paid by WEX Bank will continue to be a source of operating funds to the Company. Capital adequacy requirements serve to limit the amount of dividends that may be paid by WEX

Bank. WEX Bank is chartered under the laws of the State of Utah and the FDIC insures its deposits. Under Utah law, WEX Bank may only pay a dividend out of net profits after it has (i) provided for all expenses, losses, interest and taxes accrued or due from WEX Bank and (ii) transferred to a surplus fund 10 percent of its net profits before dividends for the period covered by the dividend, until the surplus reaches 100 percent of its capital stock. For purposes of these Utah dividend limitations, WEX Bank’s capital stock is $116.3 million and its capital surplus exceeds 100 percent of capital stock. Under FDIC regulations, WEX Bank may not pay any dividend if, following the payment of the dividend, WEX Bank would be “undercapitalized,” as defined under the Federal Deposit Insurance Act and applicable regulations. The FDIC also has the authority to prohibit WEX Bank from engaging in business practices that the FDIC considers to be unsafe or unsound, which, depending on the financial condition of WEX Bank, could include the payment of dividends. As a result of these regulations, WEX Bank is restricted in its ability to transfer a portion of its net assets to WEX Inc. As of December 31, 2025, these restricted net assets approximated 38 percent of the Company’s total consolidated net assets. WEX Bank complied with the aforementioned dividend restrictions for each of the years ended December 31, 2025, 2024 and 2023.

Certain of the Company’s other subsidiaries have restrictions on their ability to dividend funds to WEX Inc. due to specific legal or regulatory restrictions. As of December 31, 2025, such restrictions represented less than 2 percent of the Company’s total consolidated net assets.

Although the restrictions set forth above cap the amount of funding that WEX Bank and certain of the Company’s other subsidiaries can transfer to WEX Inc., we do not believe these restrictions will have a material impact on our ability to fund operating needs.

On May 15, 2025 our stockholders approved an amendment to the A&R 2019 Plan, which increased the number of shares of the Company’s common stock available for issuance under the A&R 2019 Plan by approximately 3.4 million shares to 4.0 million shares, subject to the provisions in the A&R 2019 Plan. There were approximately 4.0 million shares of common stock available for grant for future equity compensation awards under the A&R 2019 Plan as of December 31, 2025.

Under the A&R 2019 Plan, the Company has regularly granted equity awards in the form of stock options, restricted stock, RSUs and other stock-based awards to certain employees and directors. During 2024, the Company began granting market share units (“MSUs”) to employees in lieu of stock options. 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.

Subject to the achievement of any performance or market conditions, all equity awards vest over specified terms so long as the employee remains employed by WEX through the vesting dates, as further described below. Notwithstanding the foregoing, all equity awards provide for accelerated vesting in the event of death, upon a change of control (as defined in the A&R 2019 Plan), and beginning with awards granted during 2022, upon retirement (subject to provisions defined in the A&R 2019 Plan).

In lieu of cash compensation payable during 2026 to certain employees under our 2025 short-term incentive plan ("STIP"), the Company expects to award shares of WEX stock in an amount equal to the total STIP compensation payable to each respective employee, divided by the closing price of WEX common stock on the date of grant. These awards are treated as liability-classified equity awards as of December 31, 2025 and the expense associated with them is accrued over the one-year performance period.

Stock-based compensation expense recognized under our equity incentive plans was $100.3 million, $112.2 million and $127.0 million for 2025, 2024 and 2023, respectively. The associated tax benefit related to these costs was $20.3 million, $19.7 million and $23.1 million for 2025, 2024 and 2023, respectively. As of December 31, 2025, stock-based compensation of $14.5 million associated with liability-classified equity awards has been recorded within current liabilities on the consolidated balance sheet. The remaining stock-based compensation for 2025 of $85.8 million has been recorded as a charge to additional paid-in capital within stockholders’ equity on the consolidated balance sheet. There wereno liability-classified equity awards and related expense during 2024 or 2023.

Restricted Stock Units

The Company periodically grants RSUs, a right to receive a specific number of shares of the Company’s common stock at a specified date, to non-employee directors and certain employees. RSUs granted to non-employee directors vest 12 months from the date of grant. RSUs issued to employees generally vest in even annual increments over up tothree years. The grant date fair value of RSUs is based on the Company’s stock price on the date of grant.

The following is a summary of RSU activity during the year ended December 31, 2025:

(1)The Company withholds shares of common stock to pay the minimum required statutory taxes due upon RSU vesting. Cash is then remitted by the Company to the appropriate taxing authorities.

As of December 31, 2025, there was $52.7 million of total unrecognized compensation cost related to RSUs. That cost is expected to be recognized over a weighted-average period of 1.3 years. The total grant-date fair value of RSUs granted during 2025, 2024 and 2023 was $57.0 million, $62.2 million and $58.4 million, respectively. The total grant-date fair value of RSUs that vested during 2025, 2024 and 2023 was $45.6 million, $44.9 million and $39.2 million, respectively.

Deferred Stock Units

Non-employee directors may elect to defer their cash fees and RSUs in the form of DSUs. These awards are distributed as common stock 200 days immediately following the date upon which such director’s service as a member of the Company’s board of directors terminates for any reason.

There were approximately 0.1 million DSUs outstanding as of both December 31, 2025 and 2024. DSU activity is not included in the RSU table above. Unvested DSUs as of December 31, 2025 and 2024 were not material.

Performance-Based Restricted Stock Units

Performance-based restricted stock units

The Company periodically grants PBRSUs to employees, which is a right to receive stock based on the achievement of performance goals and continued employment during the vesting period. PBRSU awards generally have performance goals spanningone tothree years, depending on the nature of the goal, and the ultimate number of shares earned can vary dependent on final performance attainment levels. The grant date fair value of PBRSUs is based on the Company’s stock price on the date of grant.

Performance-based restricted stock units with a market condition

The Company has periodically granted employees PBRSUs with a TSR market condition either as a sole performance condition or as a modifier to scale another performance condition’s attainment payment up or down by +/- 15 percent. The TSRs’ performance periods generally span three years and the ultimate performance calculation is based on the Company’s TSR relative to the TSR of the companies included in a defined peer group. No material PBRSUs with market conditions were granted during 2025, 2024 and 2023.

Rollforward of PBRSUs

The following is a summary of PBRSU activity during the year ended December 31, 2025:

(1)The Company withholds shares of common stock to pay the minimum required statutory taxes due upon PBRSU vesting. Cash is then remitted by the Company to the appropriate taxing authorities.

(2)Reflects adjustments to the number of shares of PBRSUs expected to vest based on the change in estimated performance attainments during the year ended December 31, 2025. This adjustment does not include the impact on awards as a result of expected market condition attainments until the attainment measurement period concludes.

As of December 31, 2025, there was $27.5 million of unrecognized compensation cost related to PBRSUs, which is based on the expected achievement of each award’s underlying performance goals as of December 31, 2025. Such cost is expected to be recognized over a weighted-average period of 1.9 years, however, we assess the likelihood of achieving the predetermined financial metrics associated with each award on a quarterly basis and the expense recognized, if any, will be adjusted accordingly. The total grant-date fair value of PBRSUs granted during 2025, 2024 and 2023 was $46.9 million, $48.2 million and $42.4 million, respectively. The total grant-date fair value of PBRSUs that vested during 2025, 2024 and 2023 was $45.9 million, $49.5 million and $16.3 million, respectively.

Market Share Units

The Company periodically grants MSUs, which are market-based equity awards that represent a right to receive shares of the Company’s common stock at specified future dates if certain WEX stock price performance and vesting conditions are met. The number of MSUs that will be eligible to vest will be based on the performance of our stock price over the vesting period. The MSUs are designed to vest in three tranches with the target quantity for each tranche equal to one-third of the total MSU grant. The first tranche vests based on aone-year performance period; the second tranche vests based on atwo-year performance period; and the third tranche vests based on athree-year performance period. Performance is measured based on a payout factor resulting from dividing the 10-day volume weighted average price immediately preceding the vest date by the 10-day volume weighted average price immediately preceding the grant date. If the payout factor is below 60 percent, no MSUs shall vest on the applicable vesting date. The payout factor is capped at 200 percent.

Grant-date fair value of MSUs

The fair value of each tranche of the 2025 and 2024 annual MSU awards was estimated at the date of grant using the Monte-Carlo simulation model, assuming no expected dividends and the following assumptions:

(1)Closing stock price at the date of grant.

(2)The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the period matching the vesting term of the awards.

(3)The Company estimates expected stock price volatility based on historical volatility of the Company’s common stock over a period matching the vesting term of the awards.

We amortize the compensation expense over the performance and service periods on a ratable basis. As of December 31, 2025, there was $7.2 million of unrecognized compensation cost related to MSUs that is expected to be recognized over a weighted-average period of 1.4 years. The total grant-date fair value of MSUs granted during 2025 and 2024 was $18.8 million and $19.5 million. The total grant-date fair value of MSUs that vested during 2025 was $3.7 million. No MSUs vested prior to 2025.

Rollforward of MSUs

The following is a summary of MSU activity during the year ended December 31, 2025:

(1)The Company withholds shares of common stock to pay the minimum required statutory taxes due upon MSU vesting. Cash is then remitted by the Company to the appropriate taxing authorities.

(2)This adjustment will not include the impact on awards as a result of expected market condition attainments until the attainment measurement period concludes.

Stock Options

Service-Based Stock Options

Through 2023, the Company periodically granted stock options to certain officers and employees, which generally become exercisable over three years (with approximately 33 percent of the total grant vesting each year on the anniversary of the grant date) and expire 10 years from the date of grant. All service-based stock option grants provide for an option exercise price equal to the closing market value of the common stock on the date of grant as reported by the NYSE. The fair value of options were estimated on the grant date using the Black-Scholes-Merton option-pricing model, assuming no expected dividends and the following assumptions:

(1)Based on the Company’s limited history of option exercises and its granting of service-based stock options with “plain vanilla” characteristics, the Company uses the simplified method to estimate the expected term of its employee stock options. The expected term assumption represents the period of time that options granted are expected to be outstanding.

(2)The Company estimates expected stock price volatility based on historical volatility of the Company’s common stock over a period matching the expected term of the options granted.

(3)The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the period matching the expected term of the option.

The following is a summary of all stock option activity during the year ended December 31, 2025:

As of December 31, 2025, there was $0.5 million of total unrecognized compensation cost related to options. That cost is expected to be recognized over a weighted-average period of 0.2 years. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $1.0 million, $11.7 million and $10.1 million, respectively.

In connection with an initiative to streamline our organizational structure to support the achievement of our strategic and executional imperatives, during June 2024, the Company initiated a restructuring initiative consisting primarily of employee separation costs, which the Company determined were probable and reasonably estimable. During the year ended December 31, 2024, costs incurred under this initiative were $12.3 million. Of this total cost, $7.0 million was included within cost of services, $3.2 million was included within general and administrative expense and the remainder was included within sales and marketing expense on the consolidated statements of operations. The initiative impacted allthree of our reportable segments, with approximately $6.2 million being charged to Mobility and the remaining amount divided evenly between Corporate Payments and Benefits. There wereno material accrued and unpaid charges related to this initiative as of December 31, 2025 and 2024.

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 both three operating segments andthree reportable segments, as described below.

•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.

•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.

•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.

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 annual report on Form 10-K, due to these exclusions.

(1) No one customer accounted for more than 10 percent of the total consolidated revenue in 2025, 2024 or 2023.

(2)The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Given the increase in both provision for credit losses and operating interest expense, it was determined during the third quarter of 2025 that such expenses are deemed significant for all segments, whereas previously were only considered significant for the Mobility segment. Segment information for previous periods has been recast to conform to the current-period presentation.

(3)Other segment items for the Mobility, Corporate Payments and Benefits reportable segments include depreciation expense for each of the periods presented.

(4)See following table for a reconciliation of segment adjusted operating income to income before income taxes.

Segment adjusted operating income reconciliation

Other segment disclosures

(1)The amounts of interest income disclosed by reportable segment are included within total revenues in the preceding tables.

(2)The amounts of depreciation disclosed by reportable segment are included within other segment items. Amounts do not include amortization of intangible assets, as amortization is not included in determining segment adjusted operating income.

Geographic Data

Revenue by principal geographic area, based on the country in which the sale originated, was as follows:

(1)No single country made up more than 10 percent of total revenues for any of the years presented.

Net property, equipment and capitalized software is subject to geographic risks because it is generally difficult to move and relatively illiquid. Net property, equipment and capitalized software by principal geographic area was as follows:

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. As of December 31, 2025, 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:

Our board of directors is expressly authorized to provide for the issuance of up to 10.0 million shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), in one or more classes or series. Each such class or series of Preferred Stock shall have such voting powers, designations, preferences, qualifications and special or relative rights or privileges, limitations or restrictions thereof, as shall be determined by the board of directors, which may include, among others, redemption provisions, dividend rights, liquidation preferences, and conversion rights. There areno shares of Preferred Stock outstanding as of December 31, 2025 and 2024.

Warburg Pincus –

During 2020, the Company closed on a private placement transaction with an affiliate of Warburg Pincus LLC, pursuant to which the Company issued convertible senior unsecured notes due in 2027 and issued shares of WEX common stock. Under the terms of the private placement, for so long as Warburg Pincus continued to own at least 50 percent of the aggregate amount of the shares issued and the shares of common stock issuable upon conversion of the Convertible Notes, Warburg Pincus was entitled to nominate an individual to our board of directors. Such nominee was a managing director at Warburg Pincus LLC, and as a member of our board of directors received immaterial annual remuneration for their services. During 2023, Warburg Pincus sold all of its issued shares of WEX common stock and the Company repurchased all of the outstanding Convertible Notes held by Warburg Pincus. See Note 16, Financing and Other Debt, for further information regarding the issuance and repurchase of the Convertible Notes.