SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Drew Ann Elena
(Last) (First) (Middle)
1 HANCOCK ST.
(Street)
PORTLAND ME 04101
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WEX Inc. [ WEX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Risk and Compliance
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/20/2024 M 382 A $77.2 6,537 D
Common Stock 02/20/2024 M 421 A $104.95 6,958 D
Common Stock 02/20/2024 M 1,139 A $109.66 8,097 D
Common Stock 02/20/2024 M 87 A $103.75 8,184 D
Common Stock 02/20/2024 S 4,531 D $218.03(1) 3,653 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $77.2 02/20/2024 M 382 03/15/2017(2) 03/15/2026 Common Stock 382 $0 0 D
Stock Option (right to buy) $104.95 02/20/2024 M 421 03/20/2018(3) 03/20/2027 Common Stock 421 $0 0 D
Stock Option (right to buy) $109.66 02/20/2024 M 1,139 03/16/2021(4) 03/16/2030 Common Stock 1,139 $0 0 D
Stock Option (right to buy) $103.75 02/20/2024 M 87 03/15/2016(5) 03/15/2025 Common Stock 87 $0 0 D
Explanation of Responses:
1. The price listed is a weighted average price for all shares sold. All shares were sold for between $217.69 and $218.49. Upon request, the reporting person will provide the Securities and Exchange Commission, WEX Inc., or any security holder of WEX Inc. with full information regarding the number of shares sold at each separate purchase price.
2. The option became exercisable with respect to one-third of these shares on each of March 15, 2017, March 15, 2018, and March 15, 2019.
3. The option became exercisable with respect to one-third of these shares on each of March 20, 2018, March 20, 2019, and March 20, 2020.
4. The option became exercisable with respect to one-third of these shares on each of March 16, 2021, March 16, 2022, and March 16, 2023.
5. The option became exercisable with respect to one-third of these shares on each of March 15, 2016, March 15, 2017, and March 15, 2018.
Remarks:
EXHIBIT LIST: EX-24 POA - AED
/s/ Timothy Bergeron, as attorney-in-fact for Ann Elena Drew 02/22/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
Form Forms 3,4,and 5


KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Sara Trickett, Andrew Schwarcz, Timothy Bergeron, Matthew Finkelstein, and Melissa D. Smith or any of them, each acting alone, her true and lawful attorney-in-fact to:

1.execute for and on behalf of the undersigned a Form 3, Form 4, or Form 5 relating to the securities of WEX Inc., in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of such Form 3, Form 4, or Form 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned TMs holdings of and transactions in securities issued by WEX Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February 2024.

/s/ Ann Elena Drew
Ann Elena Drew


POWER OF ATTORNEY
Form Forms 3,4,and 5


KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Sara Trickett, Andrew Schwarcz, Timothy Bergeron, Matthew Finkelstein, and Melissa D. Smith or any of them, each acting alone, her true and lawful attorney-in-fact to:

1.execute for and on behalf of the undersigned a Form 3, Form 4, or Form 5 relating to the securities of WEX Inc., in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of such Form 3, Form 4, or Form 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, or 5 with respect to the undersigned TMs holdings of and transactions in securities issued by WEX Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February 2024.

/s/ Ann Elena Drew
Ann Elena Drew

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