WEX Inc.

Previous 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.

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 business units, which are central to the operation of the service and freight economies, respectively, in North America and the International Mobility business unit, 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

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.

Current wording

The following table presents a summarized view of selected results for the three and nine months ended September 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)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.

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 and liquidity. Refer to the sections titled Non–GAAP Financial Measures That Supplement GAAP Measures and Non–GAAP Liquidity Measures That Supplement GAAP Measures 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

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.

Current wording

(1)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

Factoring fee revenue is comprised primarily of fees calculated at a negotiated percentage of the receivable balance that we purchase.

Current wording

(2)Factoring fee revenue is comprised primarily of fees calculated at a negotiated percentage of the receivable balance that we purchase.

Previous 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.

Current wording

(3)Total volume and payment processing $ of fuel increased for the three and nine months ended September 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 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.

Current wording

(4)Our net payment processing rate decreased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year, due substantially to the impact of higher average domestic fuel prices. In a rising fuel price environment, our payment processing rate generally declines due to the fixed fee nature of a portion of our Mobility payments transactions.

Previous 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.

Current wording

(5)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

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.

Current wording

Total Mobility revenues increased for the three and nine months ended September 30, 2026, as compared to the same periods of the prior year, driven substantially by the impact of higher average U.S. fuel prices on payment processing fee revenue and late fee revenue earned on higher outstanding invoices. The impacts from rising fuel prices increased total

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 and six months ended June 30, 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 nine months ended September 30, 2026 and 2025.

Previous 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.

Current wording

Provision for credit losses, which includes estimates for both credit and fraud losses, increased during the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. The increase for the third quarter of 2026 was substantially driven by higher accounts receivable balances due to increased cardholder spend resulting from higher average fuel prices. For the nine months ended September 30, 2026, half of the increase was due to the impacts from higher average fuel prices. In addition, approximately one quarter of the increase was driven by an increase in chargeoffs, as evidenced by the basis point increase in our credit losses as a percentage of total fuel expenditures on payment processing transactions.

Previous wording

Operating interest increased during the three and six months ended June 30, 2026, as compared to the same periods in the prior year, primarily due to higher relative average funding needs of the Mobility segment as a result of higher average domestic fuel prices, offset in part by a reduction in average interest rates.

Current wording

Operating interest increased during the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. Such increases were primarily due to higher relative average funding needs of the Mobility segment as a result of higher average domestic fuel prices. These increases were offset by a reduction in average interest rates in both the 2026 three and nine month periods, as compared to the same periods of the prior year, primarily driven by lower Federal Funds rates.

Previous 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.

Current wording

Sales and marketing expenses increased for both the three and nine months ended September 30, 2026, as compared to the same periods in the prior year. Approximately $4 million of the third quarter increase year-over-year was due to a growth in partner commissions primarily due to the increase in average fuel prices. Partner commissions are determined based on cardholder spend and thus subject to fuel price fluctuations. The remaining increase was substantially due to the higher stock-based compensation. Approximately half of the increase in the nine months ended September 30, 2026, as compared to the same period of the prior year, was due to increased employee compensation, driven in near equal amounts by the sustained investments tied to sales initiatives made throughout 2025 and higher stock-based compensation. The remaining increase was primarily due to a $9 million growth in partner commissions.

Previous 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.

Current wording

General and administrative expense increased for the nine months ended September 30, 2026, as compared to the same period in the prior year, due primarily to stock-based compensation, driven by an increase in estimated attainments, primarily as a result of the higher domestic fuel prices’ impact on our performance-based awards.

Previous 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.

Current wording

Total Corporate Payments revenue increased for the three and nine months ended September 30, 2026, as compared to the same periods in the prior year, primarily due to an increase in network incentives resulting from improved pricing within a contract amendment signed during the third quarter of 2025.

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 and six months ended June 30, 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 nine months ended September 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 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.

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 related margin.

Previous 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.

Current wording

During the three months ended September 30, 2026, the increase in general and administrative expense, as compared to the same period of the prior year, was substantially due to higher stock-based compensation, driven by an increase in estimated attainments, primarily due to higher domestic fuel prices’ impact on our performance-based awards. During the nine months ended September 30, 2026, the increase in general and administrative expense was substantially due to the increase in stock-based compensation and higher professional services and other expenses incurred in connection with the proxy contest that concluded during the second quarter of 2026, by near equal amounts.

Previous wording

Financing interest expense, net of financial instruments decreased during the three months ended June 30, 2026, as compared to the same periods of the prior year, primarily due to lower interest rates and a reduction in borrowings on the Revolving Credit facility. Partially offsetting these factors during the six months ended June 30, 2026, was higher comparative interest year over year as a result of the issuance of the Senior Notes on March 6, 2025.

Current wording

Financing interest expense, net of financial instruments decreased during the three and nine months ended September 30, 2026, as compared to the same periods of the prior year. The decrease in interest expense during the third quarter of 2026, as compared to the third quarter of 2025, was driven by lower interest rates and a reduction in borrowings under the Credit Agreement, in near equal amounts. The impact on interest expense from lower interest rates and decreased borrowings under the Credit Agreement during the nine months ended September 30, 2026, as compared to the same period of the prior year, were comparable. A $6 million increase in interest expense incurred as a result of the issuance of the Senior Notes on March 6, 2025 partly offset these reductions.

Previous wording

Our foreign currency exchange exposure is primarily related to the remeasurement of our cash, receivable and payable balances, including intercompany transactions that are denominated in both U.S. dollar and foreign currencies. The 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.

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 nine months ended September 30, 2026 was due primarily to unrealized gains related to the noncash remeasurement of foreign-denominated intercompany borrowing activity, and particularly British pound sterling-denominated intercompany receivables held by certain of our European subsidiaries, driven by a strengthening of the British pound sterling against the Euro during the period. 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.

Previous 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.

Current wording

Income tax expense increased for the three and nine months ended September 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

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.

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 resources among our operating segments.

Previous wording

Total Segment Adjusted Operating Income and Adjusted Net Income

Current wording

Adjusted Operating Income, Total Segment Adjusted Operating Income and Adjusted Net Income

Previous wording

Total 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.

Current wording

Adjusted operating income excludes 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. Total segment adjusted operating income further excludes unallocated corporate expenses.

Previous wording

Adjusted net income, which similarly excludes the impact of all items excluded in total segment adjusted operating income except unallocated corporate expenses, further excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, debt issuance cost amortization, tax related items, and certain other non-operating items, as applicable depending on the period presented.

Current wording

Adjusted net income, which similarly excludes the impact of all items excluded in adjusted operating income, further excludes unrealized gains and losses on financial instruments, net foreign currency gains and losses, debt issuance cost amortization, tax related items, and certain other non-operating items, as applicable depending on the period presented.

Previous wording

Total segment adjusted operating income and adjusted net income may be useful to investors as a means of evaluating our performance. However, because total segment adjusted operating income and adjusted net income are non-GAAP measures, they should not be considered as a substitute for, or superior to, operating income or net income as determined in accordance with GAAP. Total segment adjusted operating income and adjusted net income as used by WEX may not be comparable to similarly titled measures employed by other companies.

Current wording

WEX believes that adjusted operating income, total segment adjusted operating income, and adjusted net income may be useful to investors as a means of evaluating our performance. However, because adjusted operating income, total segment adjusted operating income, and adjusted net income are non-GAAP measures, they should not be considered as a substitute for, or superior to, operating income or net income as determined in accordance with GAAP. Adjusted operating income, total segment adjusted operating income, and adjusted net income as used by WEX may not be comparable to similarly titled measures employed by other companies.

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 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.

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 financing strategy, and borrowings under our Revolving Credit Facility. As of September 30, 2026, we had cash and cash equivalents of $593.2 million, including$463.0 million of cash and cash equivalents held by WEX Bank and Corporate Cash of $106.1 million. Comparatively, as of December 31, 2025, we had cash and cash equivalents of $905.8 million, including$765.1 million of cash and cash equivalents held by WEX Bank and Corporate Cash of $122.5 million. As of September 30, 2026, we additionally had a remaining borrowing availability of $1.2 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 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.

Current wording

(1)As of September 30, 2026, the Company had outstanding term loan principal borrowings of $2.6 billion, borrowings of $395.0 million on the Revolving Credit Facility, letters of credit of $44.5 million drawn against the Revolving Credit Facility and$550.0 million of outstanding Senior Notes. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding our Credit Agreement and Senior Notes.

Previous wording

(2)WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to various regulatory capital requirements administered by the FDIC and the UDFI. Additionally, WEX Bank holds deposits for the benefit of WEX Inc.’s HSA customers subject to the terms of a deposit agreement. As of June 30, 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.

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, which WEX Bank can elect to invest in debt securities, the income from which is a significant component of the Benefits’ segment revenues. As of September 30, 2026, we had $6.2 billion in total deposits. See Part I – Item 1 – Note 9, Deposits, to our condensed consolidated financial statements for more information regarding our deposits.

Previous wording

(3)The Company utilizes securitized debt agreements to finance a portion of our receivables, lower our cost of borrowing and more efficiently utilize capital. The Company had $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.

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 $118.8 million of securitized debt under these facilities as of September 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 $49.6 million borrowed against these participation agreements as of June 30, 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 $70.0 million borrowed against these participation agreements as of September 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 $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.

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 $195.0 million outstanding borrowings under these lines of credit as of September 30, 2026. The Bank is also a member of the FHLB of Des Moines, which provides collateralized short-term funding. As of September 30, 2026, WEX Bank had $1.4 billion of advances outstanding and had $14.3 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. 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.

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. 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 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.

Current wording

WEX Bank has the ability to borrow funds from the Federal Reserve Bank Discount Window. Borrowing limits fluctuate based on pledged assets, and as of September 30, 2026, the Company could borrow up to a maximum amount of $229.7 million. WEX Bank had no borrowings outstanding on this line of credit as of September 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 September 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

We were in compliance with these covenants and restrictions as of June 30, 2026.

Current wording

We were in compliance with these covenants and restrictions as of September 30, 2026. Our consolidated leverage ratio, calculated as of the close of the third quarter of 2026, was 2.7 to 1.0.

Previous 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.

Current wording

(1)Please refer to the section titled Non-GAAP Liquidity 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 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.

Current wording

We fund a customer’s entire receivable in the majority of our Mobility and Corporate Payments 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 working capital requirements.

Previous wording

Cash used for operating activities for the six months ended June 30, 2026, increased $191.4 million as compared to the same period in the prior year primarily due to the impact of higher domestic fuel prices on receivable balances.

Current wording

Cash used for operating activities for the nine months ended September 30, 2026, increased $579.2 million as compared to the same period in the prior year primarily due to the impact of higher domestic fuel prices on receivable and merchant payables balances. Cash outflows due to receivables increased by approximately $1.3 billion, partly offset by cash inflows from merchant payables, which increased approximately $600 million.

Previous 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.

Current wording

Cash used for investing activities for the nine months ended September 30, 2026, increased $337.5 million as compared to the same period in the prior year primarily due to incremental investments in available-for-sale debt securities funded by transfers of HSA deposits to WEX Bank in the current year.

Previous 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.

Current wording

During the nine months ended September 30, 2025, proceeds from borrowings on term loans and the issuance of Senior Notes were used to repurchase shares of common stock via the Tender Offer, with the excess of proceeds 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.