WEX Inc.
For the period ended Mar 31, 2026. Filed Apr 23, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 23, 2026
WEX$182.22+1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001309108-25-000190
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-23.
0001309108-26-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 152 previous paragraphs and 135 current paragraphs.
84 unchanged; 36 reworded; 15 added; 30 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
WEX is a scalable payments and technology platform that simplifies the business of running a business. Every day, businesses manage payments and workflows that are complex, regulated, and mission-critical. Our technology is deeply embedded into customers’ operations to simplify payments, enrich data, and ensure compliance — at scale.
Current report
Across multiple enterprise payments categories, including the following three business segments, WEX transforms data into intelligence to deliver value to our customers through tailored spending controls, stronger cash flow visibility, reduced fraud exposure, and data-enriched insights into their business:
Current report
(1)Consumer fuel prices in our European market are typically set on Fridays for the week ahead. Due to the high volatility and rapid increase in the price of fuel as a result of the war in the Middle East, resultant unfavorable European fuel price spreads more than offset the benefits of higher domestic fuel prices arising from the same conflict, resulting in a $2.1 million unfavorable impact on revenue for the three months ended March 31, 2026, as compared to the prior year. Foreign currency exchange rate fluctuations had a $2.8 million favorable impact on revenue for the three months ended March 31, 2026.
Current report
(2)Payment processing $ of fuel increased for the three months ended March 31, 2026, as compared to the same period in the prior year due primarily to higher domestic fuel prices.
Current report
Factoring fee revenue increased for the three months ended March 31, 2026, as compared to the same period of the prior year, due to an increase in factored invoices, including impacts from the January 2025 purchase of a factoring portfolio, and higher average invoice size resulting from carrier supply capacity constraints.
Current report
(1)See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
Current report
Provision for credit losses, which includes estimates for both credit and fraud losses, increased during the three months ended March 31, 2026, as compared to the same period in the prior year. Contributing to the increase was higher accounts receivable balances at the end of the first quarter 2026 as a result of increased spend and the impact from higher loss rates during the first quarter of 2026 compared to the first quarter of 2025.
Current report
Total Benefits revenue increased for the three months ended March 31, 2026, as compared to the same period in the prior year, substantially due to higher other revenues from an increase in average HSA deposit balances held by WEX Bank and higher payment processing revenues on increased purchase volumes. Higher account servicing revenues earned as a result of an increase in average number of SaaS accounts were offset by a decrease in program fees earned on custodial services from lower HSA deposits held by third-party depository banks as a result of deposits being transferred to WEX Bank.
Current report
(1)See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
Current report
General and administrative expense increased for the three months ended March 31, 2026, as compared to the same period in the prior year, due primarily to higher stock-based compensation as a result of an increase in estimated attainments.
Current report
(1)See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
Current report
During the three months ended March 31, 2026, general and administrative expenses increased $9.7 million, as compared to the same period of the prior year, primarily due to increased stock-based compensation expense as a result of higher estimated performance-based attainments, coupled with an increase in professional services and other expenses incurred in connection with the ongoing proxy contest.
Current report
Our short-term cash requirements consist primarily of funding the working capital needs of our business, current principal and interest payments on the credit facilities under our Credit Agreement, and payments on maturities of deposits and other borrowings used as part of our accounts receivable funding strategy. We fund a customer’s entire receivable in the majority of our Mobility and Corporate Payments processing transactions. In these transactions, we extend short-term credit to cardholders, paying the merchant or payment network, as applicable, for the purchase price less the fees we retain, generally within 10 days. We subsequently collect the total purchase price from the cardholders, typically within 30 days from the billing date.
Current report
Cash used for operating activities for the three months ended March 31, 2026, decreased $150.8 million as compared to the same period in the prior year primarily due to the purchase of a portfolio of factoring accounts receivable in March 2025. Significant increases in both accounts payable and accounts receivable during the first quarter of 2026 as compared to the first quarter of 2025, were largely due to higher domestic fuel prices, the impacts of which substantially offset within operating activities.
Current report
Net cash provided by financing activities during 2026 increased $104.7 million, primarily due to an increase in Net Funding Activity from higher relative deposit balances.
Removed paragraphs (30)
Previous report
WEX is a leading provider of industry-tailored solutions, powered by payment intelligence and workflow optimization, that simplify the business of running a business. Put simply, WEX helps its customers save time, build confidence, and drive growth. WEX stands at the center of a powerful ecosystem, convening some of the world’s leading fuel, mobility, healthcare, government, and corporate partners. Our ecosystem and breadth of offerings provide a vertically-optimized portfolio that addresses the specific needs of diverse industries. By leveraging proprietary data, AI, and deep industry expertise, WEX maximizes financial insights and eliminates workflow friction, enabling smarter decisions and streamlined operations. WEX designs reliable, user-friendly solutions that integrate into daily operations, simplifying cash flow management and fostering scalable business growth.
Previous report
WEX offers solutions that organizations use to drive efficiencies and manage risk. These solutions, which share and benefit from our underlying capabilities, are provided across the following three business segments:
Previous report
(1)Lower domestic fuel prices compared to the prior year decreased revenue by $6.0 million and $30.4 million for the three and nine months ended September 30, 2025, respectively.
Previous report
(2)Total volume and payment processing $ of fuel decreased for the three and nine months ended September 30, 2025 as compared to the same periods in the prior year due primarily to lower domestic fuel prices, and in smaller part by a decline in same-store sales, which is a measure of fuel gallons purchased by customers who joined the Company prior to the preceding calendar year, adjusted for the number of business days in the period. The Company believes that the same-store sales metric is a reflection of the economic demand environment and the decrease is reflective of a long-term trend of better vehicle fuel efficiency.
Previous report
(4)Our net late fee rate for the nine months ended September 30, 2025 increased compared to the same period in the prior year primarily due to the impact of pricing actions, offset in part by a decline in fuel prices and the number of late fee instances charged. The third quarter 2024 net late fee rate was unfavorably impacted by a charge for operational issues that affected certain finance fee calculations, resulting in the comparative increase in rate for the three months ended September 30, 2025.
Previous report
Decreases in payment processing revenue during the three and nine months ended September 30, 2025, compared to the same periods of the prior year, were primarily the result of lower average domestic fuel prices and in smaller part to a decline in same-store sales.
Previous report
For the nine months ended September 30, 2025, finance income increased primarily from the impact of pricing actions, which resulted in higher contractual late fee rates charged, which were in part offset by a decline in fuel prices and instances of late fees, as compared to the same periods of the prior year. Further contributing to this year-over-year increase in finance income was a third quarter 2024 charge related to operational issues that impacted certain finance fee calculations. This prior year charge was the primary contributor to the comparative increase in finance income for the third quarter of 2025. Factoring fee revenue increased during the three and nine months ended September 30, 2025, as compared to the same periods of the prior year, due primarily to an increase in factored invoices as a result of the January 2025 purchase of a factoring portfolio.
Previous report
(1)Segment adjusted operating income 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. See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
Previous report
Operating interest decreased marginally during the three and nine months ended September 30, 2025 due to a reduction in interest rates and lower relative average funding needs of the Mobility segment.
Previous report
Depreciation and amortization increased $2.6 million and $8.6 million for the three and nine months ended September 30, 2025, respectively, compared to the prior year comparable periods, due in part to increased capital expenditures for new product development in support of growth.
Previous report
General and administrative expense increased $8.7 million and $5.6 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to expense associated with a strategic decision to sell an immaterial international subsidiary during the third quarter of 2025.
Previous report
Total Benefits revenue increased $16.7 million and $40.0 million for the three and nine months ended September 30, 2025 as compared to the same periods in the prior year, primarily due to higher other revenue driven by greater average HSA deposit balances held by WEX Bank, on which we earn investment income, coupled with SaaS account growth.
Previous report
(1)Segment adjusted operating income 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. See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
Previous report
Cost of services
Previous report
Service fees increased $10.3 million for the nine months ended September 30, 2025, as compared with the same period in the prior year, primarily resulting from higher merchant and other related fees driven by purchase volume growth during the first half of 2025 and increased fees paid to partners on higher HSA balances.
Previous report
General and administrative expense decreased $9.3 million for the nine months ended September 30, 2025 as compared to the same period in the prior year, due in part to a reduction of Ascensus Acquisition integration costs and cost reduction initiatives.
Previous report
(1)Segment adjusted operating income 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. See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 2 for a reconciliation of operating income to total segment adjusted operating income. See also Part I – Item 1 – Note 17, Segment Information, to our condensed consolidated financial statements for more information regarding our segment determination.
Previous report
Provision for credit losses increased $3.1 million and $8.9 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of the prior year, due to higher collection risk in the receivables portfolio as a result of macroeconomic factors.
Previous report
Operating interest increased $3.5 million and $6.7 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of the prior year, due to higher relative average funding needs of the Corporate Payments segment.
Previous report
General and administrative expense decreased $4.3 million and $7.0 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of the prior year, due primarily to an immaterial prior year operational reserve recorded as a result of a third-party software outage.
Previous report
Sales and marketing expense increased $5.0 million and $12.0 million during the three and nine months ended September 30, 2025, respectively, as compared to the same periods of the prior year, resulting primarily from targeted incremental investments tied to growth acceleration initiatives.
Previous report
During the three and nine months ended September 30, 2025, general and administrative expenses decreased $3.8 million and $19.1 million, respectively, as compared to the same periods of the prior year. The decrease in expense during the third quarter of 2025 was due to comparatively higher third quarter 2024 professional services expenses. The decrease in expense during the nine months of 2025 was due primarily to decreased employee compensation costs as a result of a reduction in estimated attainment of performance-based employee stock-based compensation during the first half of 2025.
Previous report
The increase in financing interest expense, net of financial instruments during the three and nine months ended September 30, 2025, as compared to the same periods in the prior year, was primarily due to an increase in borrowings during the first quarter of 2025 from the issuance of the Senior Notes and Incremental Term B-3 loans. These increases were offset in part by lower interest rates and a reduction in borrowings on the Revolving Credit Facility.
Previous report
In connection with the Company’s closing of the Senior Notes offering of $550.0 million and incremental Term Loan B-3 facility on March 6, 2025, the Company’s consolidated leverage ratio level applicable to the Company’s unlimited restricted payments covenant was amended from 2.75 to 1.00 to 3.50 to 1.00 under the Credit Agreement.
Previous report
Cash provided by operating activities for the nine months ended September 30, 2025 increased $316.6 million as compared to the same period in the prior year primarily due to a customary seasonal increase in merchant payables during the nine months ended September 30, 2025, while in the prior year comparable period we experienced a decrease in accounts payable as a result of a large customer transitioning to a new operating model. These net favorable impacts were partly offset by a factoring accounts receivable portfolio acquired during the first quarter of 2025.
Previous report
Net cash from financing activities during 2025 increased $257.9 million, primarily due to a larger decrease in restricted cash payable in the prior year period as compared to the current year period. Cash flows from net Funding Activity remained relatively consistent year over year.
Previous report
As of September 30, 2025, there was $173.9 million worth of WEX common stock available to be purchased pursuant to the repurchase plan authorization.
Previous report
Adjusted Free Cash Flow
Previous report
Adjusted free cash flow during the nine months ended September 30, 2025 was generally consistent with the prior year comparable period.
Previous report
On October 28, 2025, the Company entered into a definitive asset purchase agreement to acquire the rights to a Mobility card program portfolio and existing trade accounts receivable from a third party. Consideration for the card program portfolio is $58.6 million less certain assumed portfolio liabilities, if any, the majority of which is expected to be paid before the end of 2025. We expect to close on the acquisition during the first quarter of 2026. See Part I – Item 1 – Note 20, Subsequent Events, to our condensed consolidated financial statements for more information regarding this transaction.
Reworded paragraphs (36)
Previous wording
•Within our Mobility segment, we are a leader in fleet payment solutions, transaction processing, and information management. We serve diverse fleet needs globally, addressing the marketplace through North American Mobility and Over-the-Road, which are central to the operation of the service and freight economies, respectively, in North America and International Mobility, which is central to the operation of the service economy outside of North America, inclusive of our fleet portfolios in Europe and Asia-Pacific.
Current wording
•Within our Mobility segment, we are a leading provider of payments and fleet management solutions. We serve diverse fleet needs globally, addressing the marketplace through North American Mobility and Over-the-Road, which are central to the operation of the service and freight economies, respectively, in North America and International Mobility, which is central to the operation of the service economy outside of North America, inclusive of our fleet portfolios in Europe and Asia-Pacific.
Previous wording
•Our Benefits segment 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.
Current wording
•Within our Benefits segment, we provide a broad benefits platform with integrated payments spanning HSAs, FSAs, HRAs, COBRA and benefits enrollment and administration, delivered directly to businesses or through our partner network. WEX Inc. also serves as an IRS-designated non-bank custodian, while WEX Bank provides HSA depository services.
Previous wording
•Our Corporate Payments segment delivers global B2B payment solutions, powered by payment intelligence and workflow optimization, that enhance security, simplify processes, and drive revenue. Our capabilities and solutions broadly fall into the categories of Embedded Payments, which seamlessly integrates virtual payment capabilities into existing workflows, empowering a broad range of industries, including online travel, and Direct to Corporate, which automates accounts payable by integrating with enterprise resource planning software systems and accounting workflows to maximize virtual payment usage, addressing corporations of all sizes through direct to customer sales and white-label partnership offerings with financial institutions who license our technology.
Current wording
•Our Corporate Payments segment provides comprehensive and secure B2B payments solutions powering mid-sized businesses and global enterprises through our scalable technology. Our capabilities and solutions broadly fall into the categories of Embedded Payments, which seamlessly integrates virtual payment capabilities into existing workflows, empowering a broad range of industries, including online travel, and Direct to Corporate, which automates accounts payable by integrating with enterprise resource planning software systems and accounting workflows to maximize virtual payment usage, addressing corporations of all sizes through direct to customer sales and white-label partnership offerings with financial institutions who license our technology.
Previous wording
The following table presents a summarized view of selected results for the three and nine months ended September 30, 2025, shown comparative to the prior year period. The Other Key Metric included below provides enhanced information and data underlying our financial results. A recurring, more extensive list of key performance indicators is included by segment within the Results of Operations section later in this MD&A.
Current wording
The following table presents a summarized view of selected results for the three months ended March 31, 2026, shown comparative to the prior year period. The “Other Key Metric” included below is considered by management to be of particular importance to our overall performance as it provides enhanced information and data underlying our financial results. A more extensive list of the key performance indicators regularly used by management to evaluate our performance is included by segment within the Results of Operations section later in this MD&A.
Previous wording
(1)Adjusted net income, adjusted net income per diluted share, and adjusted free cash flow are supplemental non-GAAP financial measures of operating performance. Refer to the sections titled Non–GAAP Financial Measures That Supplement GAAP Measures and Liquidity and Capital Resources later in this MD&A for more information and a reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.
Current wording
(1)Adjusted net income attributable to shareholders, adjusted net income attributable to shareholders per diluted share, and adjusted free cash flow are supplemental non-GAAP financial measures of operating performance. Refer to the sections titled Non–GAAP Financial Measures That Supplement GAAP Measures and Liquidity and Capital Resources later in this MD&A for more information and a reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.
Previous wording
(2)Total volume across the Company includes purchases on WEX-issued accounts as well as purchases issued by others using a WEX platform.
Current wording
(2)Total volume across the Company includes purchases on WEX-issued accounts as well as purchases on third party-issued accounts using a WEX platform.
Previous wording
(3)Our net payment processing rate decreased for the third quarter of 2025 as compared to the same period in the prior year due primarily to lower interest rates and growth incentives for merchants, partly offset by the net impact of price initiatives.
Current wording
(3)Our net payment processing rate decreased for the first quarter of 2026 as compared to the same period in the prior year due primarily to decreased revenue as a result of unfavorable European fuel price spreads, which do not similarly impact payment processing volumes, partly offset by the net impact of pricing initiatives.
Previous wording
Provision for credit losses, which includes estimates for both credit and fraud losses, increased $7.3 million for the three months ended September 30, 2025, as compared to the same period in the prior year. The third quarter of 2024 benefited from lower loss rates and reserve balances along with lower than expected charge-offs from macroeconomic factors. We generally measure our loss performance by calculating fuel-related losses as a percentage of total fuel expenditures on payment processing transactions. This metric for provision for credit losses was 12.1 and 12.4 basis points of fuel expenditures for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, provision for credit losses was 5.8 and 11.6 basis points of fuel expenditures, respectively.
Current wording
(4)We generally measure our loss performance by calculating fuel-related losses as a percentage of total fuel expenditures on payment processing transactions. Refer to provision for credit losses discussion later in this section for more information.
Previous wording
Increases in account servicing revenue during the three and nine months ended September 30, 2025, compared to the same periods of the prior year, were primarily the result of higher fees charged on certain programs as a result of pricing initiatives.
Current wording
Total Mobility revenues increased for the three months ended March 31, 2026, as compared to the same period of the prior year. Increases in account servicing revenue were primarily the result of higher fees charged on certain programs as a result of pricing initiatives. While domestic payment processing revenues increased largely as a result of higher average U.S. fuel prices, these revenue gains were offset by a reduction in international payment processing revenues due to the unfavorable fuel price spreads mentioned above.
Previous wording
Concessions to certain customers experiencing financial difficulties may be granted and are limited to extending the time to pay, placing a customer on a payment plan or granting waivers of late fees. There were no material concessions granted to customers experiencing financial difficulties during the nine months ended September 30, 2025 and 2024.
Current wording
Concessions to certain customers experiencing financial difficulties may be granted and are limited to extending the time to pay, placing a customer on a payment plan or granting waivers of late fees. There were no material concessions granted to customers experiencing financial difficulties during the three months ended March 31, 2026 and 2025.
Previous wording
(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Such margin decreased during the three and nine months ended September 30, 2025, as compared to the same periods in the prior year, due primarily to lower average domestic fuel prices and the impact of 2025 sales and product development investments, along with an increased provision for credit losses, as further discussed below.
Current wording
(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Such margin decreased during the three months ended March 31, 2026, as compared to the same period in the prior year, due primarily to an increased provision for credit losses coupled with the impact of sales and product development investments, as further discussed below.
Previous wording
Sales and marketing expenses increased $10.4 million and $16.3 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year, primarily resulting from targeted incremental investments tied to growth acceleration initiatives, and to a lesser extent by a growth in partner commissions.
Current wording
Sales and marketing expenses increased for the three months ended March 31, 2026, as compared to the same period in the prior year, primarily resulting from the sustained investments tied to sales initiatives made throughout 2025, a growth in partner commissions, and higher stock-based compensation primarily due to an increase in estimated attainments.
Previous wording
(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Revenue earned on HSA assets is highly accretive to earnings and is the primary driver of the increase in segment adjusted operating income margin for the three and nine months ended September 30, 2025 as compared to the prior year comparable periods.
Current wording
(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. The increased revenue earned on HSA assets is highly accretive to earnings and is the primary driver of the increase in segment adjusted operating income margin for the three months ended March 31, 2026, as compared to the prior year comparable period.
Previous wording
(1)Our net interchange rate has increased during the three and nine months ended September 30, 2025 compared to the same periods of the prior year, substantially due to customer volume mix, including a volume decrease for a legacy non travel customer from which we are now earning contractual minimum revenues.
Current wording
(1)Our net interchange rate has increased during the three months ended March 31, 2026, compared to the same period of the prior year, substantially due to an increase in network incentives.
Previous wording
Total Corporate Payments revenue increased $5.9 million and decreased $29.0 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year. Corporate Payments revenues, and particularly payment processing revenue, returned to growth in the third quarter of 2025 on higher total volumes as compared to the third quarter of 2024. This increase included $1.9 million of favorable impact from foreign exchange rates, as compared to the same period of the prior year. The decrease in payment processing revenue and purchase volume for the nine months ended September 30, 2025, primarily resulted from a second quarter 2024 contract renegotiation with a large travel customer who transitioned to a new operating model. Account servicing revenues increased during the three and nine months ended September 30, 2025 primarily as a result of this new operating model transition. Other revenue results for the nine months of 2025 were negatively impacted by a reduction in interest revenue earned on restricted cash balances, primarily as a result of a decline in average balances due to the lower purchase volumes discussed above.
Current wording
Total Corporate Payments revenue increased for the three months ended March 31, 2026, as compared to the same period in the prior year primarily due to an increase in network incentives. Total first quarter 2026 revenues also includes $2.2 million of favorable impact from foreign exchange rates, as compared to the same period of the prior year.
Previous wording
Concessions to certain customers experiencing financial difficulties may be granted and are limited to extending the time to pay, placing a customer on a payment plan or granting waivers of late fees. There were no material concessions granted to customers during the nine months ended September 30, 2025 and 2024.
Current wording
Concessions to certain customers experiencing financial difficulties may be granted and are limited to extending the time to pay, placing a customer on a payment plan or granting waivers of late fees. There were no material concessions granted to customers during the three months ended March 31, 2026 and 2025.
Previous wording
As a result of owning all of our technology and issuing capabilities, our Corporate Payments segment has a highly scalable and relatively fixed cost base resulting in largely comparable expenses year to year. As a result, changes in revenue similarly impact operating income, segment adjusted operating income and segment adjusted operating income margin. Instances in which our expenses for the three and nine months ended September 30, 2025 did not remain comparable to those of the comparable 2024 periods are described hereafter.
Current wording
As a result of owning all of our technology and issuing capabilities, our Corporate Payments segment has a highly scalable and relatively fixed cost base resulting in largely comparable expenses year to year. As a result, changes in revenue generally have a similar impact on operating income, segment adjusted operating income and segment adjusted operating income margin. During the first quarter of 2026, however, segment adjusted operating income margin decreased marginally from the comparable 2025 period due substantially to increased sales and marketing expense, resulting primarily from the sustained investments tied to sales initiatives made throughout 2025.
Previous wording
Our foreign currency exchange exposure is primarily related to the remeasurement of our cash, receivable and payable balances, including intercompany transactions that are denominated in both U.S. dollar and foreign currencies. Net losses incurred during the three and nine months ended September 30, 2025 were due primarily to the impacts on intercompany balance revaluation of a strong Euro against the British pound sterling for the first nine months of 2025 and a weakened U.S. dollar against most other currencies through the first half of 2025. The higher losses incurred during the nine months ended September 30, 2024 resulted from the weakening of certain foreign currencies in which we transact relative to the U.S. dollar, including the euro, and Australian and Canadian dollars, however, during the three months ended September 30, 2024, we experienced a gain attributable to the rebound of certain foreign currencies, particularly the Euro and Canadian dollar, relative to the U.S. dollar.
Current wording
Our foreign currency exchange exposure is primarily related to the remeasurement of our cash, receivable and payable balances, including intercompany transactions that are denominated in both U.S. dollar and foreign currencies. Net gains incurred during the three months ended March 31, 2026, were due primarily to the impacts on intercompany balance revaluation of a strengthening of the U.S. dollar, particularly against the British pound sterling. Net losses incurred during the three months ended March 31, 2025 were due primarily to the impacts on intercompany balance revaluation from a March 2025 strengthening of many foreign currencies relative to the U.S. dollar, including the euro, Australian dollar and British pound sterling, and from a strong Euro against the British pound sterling.
Previous wording
Income tax provision remained relatively flat for the three and nine months ended September 30, 2025, as compared to the same periods of the prior year. The marginal decreases in expense resulted from a decrease in the Company’s pre-tax book income, largely offset by an increase in the Company’s effective tax rates, which were 31.1 percent and 29.1 percent, respectively, for the three and nine months ended September 30, 2025, as compared to 27.1 percent and 27.2 percent for the three and nine months ended September 30, 2024, respectively. See Part I – Item 1 – Note 14, Income Taxes, to our condensed consolidated financial statements for more information regarding the drivers behind our effective tax rates.
Current wording
Income tax provision remained relatively flat for the three months ended March 31, 2026, as compared to the same period of the prior year. The marginal increase in expense resulted primarily from an increase in the Company’s pre-tax book income. See Part I – Item 1 – Note 14, Income Taxes, to our condensed consolidated financial statements for information regarding our effective tax rates.
Previous wording
In addition to evaluating the Company’s performance on a GAAP basis, Company management uses particular non-GAAP financial measures, which exclude the impact of certain costs, expenses, gains and losses, to evaluate our overall operating performance, including comparison across periods and with competitors. Our management team believes these non-GAAP measures are integral to our reporting and planning processes and uses them to assess operating performance because they generally exclude financial results that are outside the normal course of our business operations or management’s control. These measures are also used to allocate resources among our operating segments and for internal budgeting and forecasting purposes for both short- and long-term operating plans.
Current wording
In addition to evaluating the Company’s performance on a GAAP basis, Company management uses particular non-GAAP financial measures, which exclude the impact of certain costs, expenses, gains and losses, to evaluate our overall operating performance, including comparison across periods and with competitors. Our management team believes these non-GAAP measures are integral to our reporting and planning processes and uses them to assess operating performance because they generally exclude financial results that are outside the normal course of our business operations or management’s control. These measures are also used to allocate capital and resources among our operating segments.
Previous wording
Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, WEX believes that adjusted free cash flow is a useful measure for investors to further evaluate our results of operations because (i) adjusted free cash flow indicates the level of cash generated by the operations of the business, which excludes consideration paid on acquisitions, after appropriate reinvestment for recurring investments in property, equipment and capitalized software that are required to operate the business; (ii) net Funding Activity includes fluctuations in deposits and other borrowings primarily used as part of our accounts receivable funding strategy; (iii) purchases of current investment securities are made as a result of deposits gathered operationally; and (iv) WEX Bank cash balances may be increased or decreased for reasons other than matching operating activity. However, because adjusted free cash flow is a non-GAAP measure, it should not be considered as a substitute for, or superior to, operating cash flow as determined in accordance with GAAP. In addition, adjusted free cash flow as used by WEX may not be comparable to similarly titled measures employed by other companies.
Current wording
Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, WEX believes that adjusted free cash flow is a useful measure to further evaluate our results of operations because (i) adjusted free cash flow indicates the level of cash generated by the operations of the business, which excludes consideration paid on acquisitions, after appropriate reinvestment for recurring investments in property, equipment and capitalized software that are required to operate the business; (ii) net Funding Activity includes fluctuations in deposits and other borrowings primarily used as part of our accounts receivable funding strategy; (iii) purchases of current investment securities are made as a result of deposits gathered operationally; and (iv) WEX Bank cash balances may be increased or decreased for reasons other than matching operating activity. However, because adjusted free cash flow is a non-GAAP measure, it should not be considered as a substitute for, or superior to, operating cash flow as determined in accordance with GAAP. In addition, adjusted free cash flow as used by WEX may not be comparable to similarly titled measures employed by other companies.
Previous wording
1 For the nine months ended September 30, 2025 and 2024, other adjustments is substantially comprised of contingent and deferred consideration paid to sellers in excess of acquisition-date fair value.
Current wording
1 For the three months ended March 31, 2026 and 2025, other adjustments are predominantly comprised of contingent consideration paid to sellers in excess of acquisition-date fair value.
Previous wording
On March 6, 2025, we completed a private offering of $550.0 million in aggregate principal amount of 6.500% senior unsecured notes due in March 2033 (the “Senior Notes”) and entered into an amendment to our Credit Agreement which, among other things, established an incremental tranche of senior secured tranche B term loans in an aggregate principal amount of $450.0 million, both of which were used to (i) fund the Company’s Tender Offer, (ii) repay $250.0 million outstanding under the Revolving Credit Facility, and (iii) pay related fees and expenses, with any amounts remaining thereafter to be used for general corporate purposes. As of September 30, 2025, we had cash and cash equivalents of$812.9 million, Corporate Cash was $127.9 million, and we had a remaining borrowing availability of$953.6 million under the Revolving Credit Facility, along with access to various sources of funds, including uncommitted federal funds lines of credit from other banks.
Current wording
We fund our business operations primarily via cash on hand, cash generated from operations, the issuance of deposits and other borrowings primarily used as part of our accounts receivable funding strategy, and borrowings under our Revolving Credit Facility. As of March 31, 2026, we had cash and cash equivalents of $633.5 million, including Corporate Cash of $91.0 million, and we had a remaining borrowing availability of $1.0 billion under the Revolving Credit Facility, along with access to various sources of funds, including uncommitted federal funds lines of credit from other banks.
Previous wording
Our short-term cash requirements consist primarily of funding the working capital needs of our business, current principal and interest payments on the credit facilities under our Credit Agreement, and payments on maturities of deposits and other borrowings used as part of our accounts receivable funding strategy. Our long-term cash requirements consist primarily of amounts owed under our Credit Agreement and any other long-term debt outstanding and various facilities lease agreements.
Current wording
Our long-term cash requirements consist primarily of amounts owed under our Credit Agreement and any other long-term debt outstanding and various facilities lease agreements.
Previous wording
(1)As of September 30, 2025 the Company had outstanding term loan principal borrowings of$2.7 billion, borrowings of$601.8 million on the Revolving Credit Facility, letters of credit of$44.6 million drawn against the Revolving Credit Facility and$550.0 million of outstanding Senior Notes. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding our Credit Agreement and Senior Notes.
Current wording
(1)As of March 31, 2026, the Company had outstanding term loan principal borrowings of $2.6 billion, borrowings of $515.8 million on the Revolving Credit Facility, letters of credit of $44.6 million drawn against the Revolving Credit Facility and$550.0 million of outstanding Senior Notes. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding our Credit Agreement and Senior Notes.
Previous wording
(2)WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to various regulatory capital requirements administered by the FDIC and the UDFI. Additionally, WEX Bank holds deposits for the benefit of WEX Inc.’s HSA customers subject to the terms of a deposit agreement. As of September 30, 2025, we had$5.2 billion in total deposits. See Part I – Item 1 – Note 9, Deposits, to our condensed consolidated financial statements for more information regarding our deposits.
Current wording
(2)WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to various regulatory capital requirements administered by the FDIC and the UDFI. Additionally, WEX Bank holds deposits for the benefit of WEX Inc.’s HSA customers subject to the terms of a deposit agreement. As of March 31, 2026, we had $5.7 billion in total deposits. See Part I – Item 1 – Note 9, Deposits, to our condensed consolidated financial statements for more information regarding our deposits.
Previous wording
(3)The Company utilizes securitized debt agreements to finance a portion of our receivables, lower our cost of borrowing and more efficiently utilize capital. The Company had$102.4 million of securitized debt under these facilities as of September 30, 2025. We also utilize off-balance sheet factoring and securitization arrangements to sell certain of our accounts receivable to unrelated third-party financial institutions in order to accelerate the collection of the Company’s cash and reduce internal costs. Available capacity is generally dependent on the level of our trade accounts receivable eligible to be sold and the financial institutions’ willingness to purchase such receivables. However, the Company is not dependent on them to maintain its liquidity and capital resources. See Part I – Item 1 – Notes 10, Financing and Other Debt and 11, Off-Balance Sheet Arrangements, to our condensed consolidated financial statements for further information about the Company’s securitized debt and off-balance sheet arrangements.
Current wording
(3)The Company utilizes securitized debt agreements to finance a portion of our receivables, lower our cost of borrowing and more efficiently utilize capital. The Company had $107.9 million of securitized debt under these facilities as of March 31, 2026. We also utilize off-balance sheet factoring and securitization arrangements to sell certain of our accounts receivable to unrelated third-party financial institutions in order to accelerate the collection of the Company’s cash and reduce internal costs. Available capacity is generally dependent on the level of our trade accounts receivable eligible to be sold and the financial institutions’ willingness to purchase such receivables. However, the Company is not dependent on them to maintain its liquidity and capital resources. See Part I – Item 1 – Notes 10, Financing and Other Debt and 11, Off-Balance Sheet Arrangements, to our condensed consolidated financial statements for further information about the Company’s securitized debt and off-balance sheet arrangements.
Previous wording
(4)From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. There was $39.6 million borrowed against these participation agreements as of September 30, 2025.
Current wording
(4)From time to time, WEX Bank enters into participation agreements with third-party banks to fund customers’ balances that exceed WEX Bank’s lending limit to individual customers. There was $8.8 million borrowed against these participation agreements as of March 31, 2026.
Previous wording
(5)WEX Bank borrows from short-term uncommitted federal funds lines of credit from time to time to supplement the financing of the Company’s accounts receivable. There were no outstanding borrowings under these lines of credit as of September 30, 2025. The Bank is also a member of the FHLB of Des Moines, which provides them collateralized short-term funding. As of September 30, 2025, WEX Bank had$1.1 billion of advances outstanding. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these facilities.
Current wording
(5)WEX Bank borrows from short-term uncommitted federal funds lines of credit from time to time to supplement the financing of the Company’s accounts receivable. There were $185.0 million outstanding borrowings under these lines of credit as of March 31, 2026. The Bank is also a member of the FHLB of Des Moines, which provides collateralized short-term funding. As of March 31, 2026, WEX Bank had $1.3 billion of advances outstanding. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these facilities.
Previous wording
(6)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. See Part I - Item 1 - Note 6, Repurchases of Common Stock, to our condensed consolidated financial statements for more information regarding our share repurchases.
Current wording
(6)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 as approved by our board of directors from time to time. See Part I - Item 1 - Note 6, Repurchases of Common Stock, to our condensed consolidated financial statements for more information regarding our share repurchases.
Previous wording
WEX Bank has the ability to borrow funds from the Federal Reserve Bank Discount Window. Borrowing limits fluctuate based on pledged assets, and as of September 30, 2025, the Company could borrow up to a maximum amount of$159.6 million. WEX Bank had no borrowings outstanding on this line of credit as of September 30, 2025. Also, under an uncommitted borrowing facility, WEX Australia can be advanced up to A$21.3 million from Bank of America in short-term funds. The Company had no borrowings outstanding on this facility as of September 30, 2025. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these borrowing arrangements.
Current wording
WEX Bank has the ability to borrow funds from the Federal Reserve Bank Discount Window. Borrowing limits fluctuate based on pledged assets, and as of March 31, 2026, the Company could borrow up to a maximum amount of $152.0 million. WEX Bank had no borrowings outstanding on this line of credit as of March 31, 2026. Also, under an uncommitted borrowing facility, WEX Australia can be advanced up to A$21.3 million from Bank of America in short-term funds. The Company had no borrowings outstanding on this facility as of March 31, 2026. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these borrowing arrangements.
Previous wording
(1)Adjusted free cash flow is calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, changes in WEX Bank cash balances and certain other adjustments. For a definition of adjusted free cash flow and a reconciliation to net cash provided by operating activities, the most closely comparable GAAP measure, and the reasons why we believe this is an important financial measure, please refer to the section titled Non-GAAP Financial Measures That Supplement GAAP Measures.
Current wording
(1)Adjusted free cash flow is calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, changes in WEX Bank cash balances and certain other adjustments. Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, WEX believes that adjusted free cash flow is a useful measure to further evaluate our results of operations. Please refer to the section titled Non-GAAP Financial Measures That Supplement GAAP Measures included in Part I, Item 2 of this Form 10–Q for the reasons why we believe this is an important financial measure, and for a reconciliation to net cash provided by operating activities, the most closely comparable GAAP measure.
Previous wording
Cash used for investing activities for the nine months ended September 30, 2025 decreased $329.7 million as compared to the same period in the prior year primarily due to lower transfers of HSA deposits to WEX Bank in the current year, that are invested in available-for-sale debt securities.
Current wording
Cash used for investing activities for the three months ended March 31, 2026, increased $500.6 million as compared to the same period in the prior year primarily due to higher transfers of HSA deposits to WEX Bank in the current year, that are invested in available-for-sale debt securities.
Previous wording
Financing cash flows generally consist of the issuance and repayment of debt and deposits, changes in restricted cash payable and repurchases of our common stock. Repurchases of our common stock may vary based on management’s evaluation of market and economic conditions and other factors.
Current wording
Financing cash flows generally consist of the issuance and repayment of debt and deposits, changes in restricted cash payable and during certain periods, may include repurchases of our common stock based on management’s evaluation of market and economic conditions and other factors.
Previous wording
While share repurchases increased during the nine months ended September 30, 2025 as compared to the comparable nine months of 2024 due to the completion of the Tender Offer, we funded the Tender Offer with $450.0 million of gross borrowings from a new Term Loan B-3 facility under our Credit Agreement and through gross proceeds of $550.0 million from a new offering of Senior Notes. The excess of proceeds received through these borrowings over the amounts paid to repurchase shares under the Tender Offer were used to repay borrowings on the Revolving Credit Facility. As a result, these transactions collectively had little net impact on net cash flows from financing activities.
Current wording
While share repurchases decreased during the three months ended March 31, 2026, as compared to the comparable three months of 2025, during which we completed the Tender Offer, we funded the Tender Offer with $450.0 million of gross borrowings from a new Term Loan B-3 facility under our Credit Agreement and through gross proceeds of $550.0 million from a new offering of Senior Notes. The excess of proceeds received through these borrowings over the amounts paid to repurchase shares under the Tender Offer were used to repay borrowings on the Revolving Credit Facility. As a result, these transactions collectively had little net impact on net cash flows from financing activities. Our share repurchase program expired on January 1, 2026 and as of the date of this filing, there is no authorized share repurchase program in place.
Previous wording
With the exception of the new borrowings discussed earlier in this Liquidity and Capital Resources section, as of September 30, 2025, there were generally no material changes to our contractual obligations from the information previously provided in Item 7 of our Annual Report on Form 10–K for the year ended December 31, 2024.
Current wording
As of March 31, 2026, there were generally no material changes to our contractual obligations from the information previously provided in Item 7 of our Annual Report on Form 10–K for the year ended December 31, 2025.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
We fund our business operations primarily via cash on hand, cash generated from operations, the issuance of deposits and other borrowings primarily used as part of our accounts receivable funding strategy, and borrowings under our Revolving Credit Facility.
Previous report — wording carried elsewhere
Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, WEX believes that adjusted free cash flow is a useful measure for investors to further evaluate our results of operations, as further described in the section of this document titled Non-GAAP Financial Measures That Supplement GAAP Measures.