WEX Inc.

Previous wording

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 wording

WEX is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. 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:

Previous 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.

Current wording

The following table presents a summarized view of selected results for the three and six months ended June 30, 2026, shown comparative to the prior year periods. 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)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 wording

(1)Higher domestic fuel prices increased revenues by $63.8 million and $61.7 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods of 2025. The high volatility and rapid increase in the price of fuel as a result of the war in the Middle East, resulted in unfavorable European fuel price spreads and reduced revenue from fuel prices during the first quarter of 2026. During the second quarter of 2026, the impacts from European market fuel spreads reverted to more normal trends. Foreign currency exchange rate fluctuations had a $1.8 million and $4.6 million favorable impact on revenue for the three and six months ended June 30, 2026, respectively, as compared to the same periods of 2025.

Previous wording

(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 wording

(2)Total volume and payment processing $ of fuel increased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year, due primarily to higher domestic fuel prices.

Previous 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.

Current wording

(3)Our net payment processing rate decreased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year, due primarily to higher average domestic fuel prices, partly offset by the net impact of pricing initiatives.

Previous wording

Finance fee revenue, which is comprised of the following components, is discussed below.

Current wording

Total Mobility revenues increased for the three and six months ended June 30, 2026, as compared to the same periods of the prior year, driven substantially by higher payment processing and finance fee revenues. Payment processing revenues increased primarily as a result of higher average U.S. fuel prices. Finance fee revenue, which is comprised of the following components, is discussed below.

Previous wording

Finance income primarily consists of late fees charged for receivables not paid within the terms of the customer agreement based upon the outstanding customer receivable balance and, to a lesser degree, by finance charges earned on revolving portfolio balances. Late fee revenue is earned when a customer’s receivable balance becomes delinquent and 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. Changes in the absolute amount of such outstanding balances can generally be attributed to: (i) changes in fuel prices; (ii) customer specific transaction volume; and (iii) customer specific delinquencies. Late fee revenue can also be impacted by: (i) changes in late fee rates and (ii) increases or decreases in customer overdue balances.

Current wording

Late fee revenue primarily consists of late fees charged for receivables not paid within the terms of the customer agreement based upon the outstanding customer receivable balance and, to a lesser degree, by finance charges earned on revolving portfolio balances. This revenue is earned when a customer’s receivable balance becomes delinquent and 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. Changes in the absolute amount of such outstanding balances can generally be attributed to: (i) changes in fuel prices; (ii) customer specific transaction volume; (iii) customer specific delinquencies; and (iv) changes in late fee rates.

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 three months ended March 31, 2026 and 2025.

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 and six months ended June 30, 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 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.

Current wording

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Such margin increased during the three months ended June 30, 2026 as compared to the same period in the prior year, due primarily to higher domestic fuel prices, which are accretive to earnings since most costs are not impacted by fuel prices, offset in part by the increased provision for credit losses coupled with the impact of sales and product development investments, as further discussed below.

Previous wording

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 wording

Provision for credit losses, which includes estimates for both credit and fraud losses, increased during the three and six months ended June 30, 2026, as compared to the same periods in the prior year. The increase was substantially driven by higher accounts receivable balances primarily as a result of increased spend from higher average fuel prices and to a smaller extent, the impact from higher loss rates during the first half of 2026 compared to the first half of 2025.

Previous 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.

Current wording

Sales and marketing expenses increased for the three and six months ended June 30, 2026, as compared to the same periods 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

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 wording

Total Benefits revenue increased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year, substantially due to higher other revenue from an increase in average HSA deposit balances held by WEX Bank and higher payment processing revenues on increased purchase volumes. The decrease in account servicing revenue was driven by a reduction 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. Such decrease was offset in part by higher account servicing revenues earned as a result of an increase in average number of SaaS accounts.

Previous 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.

Current wording

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Revenue earned on HSA assets is highly accretive to earnings, however, higher HSA-related revenues during the three and six months ended June 30, 2026 were offset primarily by increased nonrecurring operating costs incurred during the second quarter of 2026, as compared to the same period of the prior year.

Previous wording

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 wording

General and administrative expense increased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year, due primarily to higher stock-based compensation as a result of an increase in estimated attainments and increased costs incurred toward technology licenses and professional service fees.

Previous 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.

Current wording

(1)Our net interchange rate has increased during the three and six months ended June 30, 2026, compared to the same periods of the prior year, substantially due to an increase in network incentives.

Previous 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.

Current wording

Total Corporate Payments revenue increased for the three and six months ended June 30, 2026, as compared to the same periods in the prior year, primarily due to an increase in network incentives, offset in part by a decrease in purchase volumes primarily driven by travel volumes timing between the first half and second half of the year. For the six months ended June 30, 2006, our revenue increase includes a $2.6 million 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 three months ended March 31, 2026 and 2025.

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 and six months ended June 30, 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 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.

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 three and six months ended June 30, 2026, however, segment adjusted operating income margin increased significantly from the comparable 2025 periods. These increases were driven by higher second quarter margins due substantially to a reduction in the provision for credit losses as a result of lower collection risk in the receivables portfolio, offset in part by increased sales and marketing expense, resulting primarily from the sustained investments tied to sales initiatives made throughout 2025.

Previous wording

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 wording

During the three and six months ended June 30, 2026, general and administrative expenses increased as compared to the same periods of the prior year, primarily due to an increase in professional services and other expenses incurred in connection with the proxy contest that concluded during the second quarter of 2026 and increased stock-based compensation expense as a result of higher estimated performance-based attainments.

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 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.

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. The net gain incurred during the six months ended June 30, 2026 was due primarily to the net impacts on intercompany balance revaluation of a strengthening of the U.S. dollar, particularly against the British pound sterling and Canadian dollar and a strengthening of the British pound sterling against the Euro. The net gain incurred during the three months ended June 30, 2025 was due to a second quarter strengthening of many foreign currencies relative to the U.S dollar, including the euro, Canadian and Australian dollars and British pound sterling.

Previous 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.

Current wording

Income tax expense increased for the three and six months ended June 30, 2026, as compared to the same periods of the prior year due primarily to 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

For the periods presented herein, the following items have been excluded in determining one or more non-GAAP measures for the following reasons:

Current wording

The following items are generally excluded in determining one or more non-GAAP measures for the following reasons:

Previous wording

•Other costs are not consistently occurring and do not reflect expected future operating expense, nor do they provide insight into the fundamentals of current or past operations of our business. This also includes non-recurring professional service costs, costs related to certain identified initiatives, including restructuring and technology initiatives, to further streamline the business, improve the Company’s efficiency, create synergies and globalize the Company’s operations, all with an objective to improve scale and efficiency and increase profitability going forward.

Current wording

•Other costs are not consistently occurring and do not reflect expected future operating expense, nor do they provide insight into the fundamentals of current or past operations of our business. This also includes non-recurring professional service costs including amounts incurred as part of the 2026 proxy contest, and costs related to certain identified initiatives, including restructuring and technology initiatives, to further streamline the business, improve the Company’s efficiency, create synergies and globalize the Company’s operations, all with an objective to improve scale and efficiency and increase profitability going forward.

Previous wording

The following table reconciles net income to adjusted net income and related per share data:

Current wording

The following tables reconcile net income to adjusted net income and related per share data:

Previous wording

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

Current wording

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

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 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, sales or maturities 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 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.

Current wording

1 For the six months ended June 30, 2026 and 2025, other adjustments are predominantly comprised of contingent consideration paid to sellers in excess of acquisition-date fair value.

Previous 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.

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 June 30, 2026, we had cash and cash equivalents of $1.2 billion, including Corporate Cash of $123.3 million, and we had a remaining borrowing availability of $1.1 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

(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.

Current wording

(1)As of June 30, 2026, the Company had outstanding term loan principal borrowings of $2.6 billion, borrowings of $446.8 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 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.

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 June 30, 2026, we had $6.6 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 $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.

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 $97.8 million of securitized debt under these facilities as of June 30, 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 $8.8 million borrowed against these participation agreements as of March 31, 2026.

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 $49.6 million borrowed against these participation agreements as of June 30, 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 $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.

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 $100.0 million outstanding borrowings under these lines of credit as of June 30, 2026. The Bank is also a member of the FHLB of Des Moines, which provides collateralized short-term funding. As of June 30, 2026, WEX Bank had $1.5 billion of advances outstanding and had $118.3 million of remaining borrowing capacity. 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 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.

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. For additional information regarding our current authorized share repurchase program, see Financing Activities later in this Liquidity and Capital Resources section and Part I - Item 1 - Note 6, Repurchases of Common Stock, to our condensed consolidated financial statements.

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 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.

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 June 30, 2026, the Company could borrow up to a maximum amount of $221.9 million. WEX Bank had no borrowings outstanding on this line of credit as of June 30, 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 June 30, 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. 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.

Current wording

(1)Adjusted free cash flow is calculated as cash flows from operating activities adjusted for net sales and maturities or 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

We fund a customer’s entire receivable in the majority of our Mobility and Corporate Payment processing transactions, while the revenue generated by these transactions is only a small percentage of that amount. Consequently, cash flows from operations are impacted significantly by increases or decreases in fuel prices and purchase volumes, driving changes in accounts receivable and accounts payable balances, which directly impact our capital resource requirements.

Current wording

We fund a customer’s entire receivable in the majority of our Mobility and Corporate Payments processing transactions, while the revenue generated by these transactions is only a small percentage of that amount. Consequently, cash flows from operations are impacted significantly by increases or decreases in fuel prices and purchase volumes, driving changes in accounts receivable and accounts payable balances, which directly impact our capital resource requirements.

Previous 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.

Current wording

Cash used for investing activities for the six months ended June 30, 2026, increased $364.2 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

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.

Current wording

Net cash provided by financing activities during 2026 increased $635.7 million as compared to the same period in the prior year, primarily due to an increase in Net Funding Activity driven substantially by higher relative deposit balances and net borrowings from the FHLB. While we completed the Tender Offer during the six months ended June 30, 2025, we funded the majority of such share repurchases 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 during 2025.