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What changed in WEX Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WEX Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+477 added−529 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-20)

Top changes in WEX Inc.'s 2025 10-K

477 paragraphs added · 529 removed · 352 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

65 edited+38 added−74 removed94 unchanged
Biggest changeIn addition to the applicable U.S. laws and regulations, we are also subject to various international laws and regulations aimed at combating money-laundering and terrorism, including: 18 Table of Contents PART I • in Canada, Freezing Assets of Corrupt Foreign Officials Act, Justice for Victims of Corrupt Foreign Officials Act, Listed Terrorist Entities under the Criminal Code, Special Economic Measures Act, United Nations Act and their respective regulations; • in the EU, the Fourth and Fifth Anti-Money Laundering Directives (2015/849/EU) and (2018/843/EU), and the EU’s economic sanctions regime; • in the UK, Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019 (MLRs), section 21A Terrorism Act 2000, Proceeds of Crime Act 2002, Schedule 7 to the Counter-terrorism Act 2008, and various pieces of legislation that implement the UK’s financial sanctions regime including HM Treasury Sanctions Notices and News Releases; • in Australia, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, the Anti-Money Laundering and Counter-Terrorism Financing Amendment Act 2024, the Anti-Money Laundering and Counter-Terrorism Financing Rules, Autonomous Sanctions Act 2011, the Australian Autonomous Sanctions Regulations 2011, the Charter of the United Nations Act 1945 (the United Nations Act) and its sets of regulations; and • in Singapore, the Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act 1992, the Terrorism (Suppression of Financing) Act 2002 and various Monetary Authority of Singapore (“MAS”) regulations, notices, guidelines and guidance relating to sanctions and anti-money laundering.
Biggest changeIn addition to the applicable U.S. laws and regulations, we are also subject to various international laws and regulations aimed at combating money-laundering and terrorism, including: • in Canada, Freezing Assets of Corrupt Foreign Officials Act, Justice for Victims of Corrupt Foreign Officials Act, Listed Terrorist Entities under the Criminal Code, Special Economic Measures Act, United Nations Act and their respective regulations; • in the EU, the Fourth and Fifth Anti-Money Laundering Directives (2015/849/EU) and (2018/843/EU) (and more specifically the EU member state regulations which transpose them), and the EU’s restrictive measures (sanctions) regime; • in the UK, Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019), section 21A Terrorism Act 2000, Proceeds of Crime Act 2002, Schedule 7 to the Counter-terrorism Act 2008, and the UK's financial sanctions regime under the Sanctions and Anti-Money Laundering Act 2018; • in Australia, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, the Anti-Money Laundering and Counter-Terrorism Financing Amendment Act 2024, the Anti-Money Laundering and Counter-Terrorism Financing Rules, Autonomous Sanctions Act 2011, the Australian Autonomous Sanctions Regulations 2011, the Charter of the United Nations Act 1945 and its sets of regulations; and • in Singapore, the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 and the Terrorism (Suppression of Financing) Act 2002 (“TSOFA”), MAS Notice 626A (Prevention of Money Laundering and Countering the Financing of Terrorism – Credit Card or Charge Card Licensees) and the sanctions regime under the Financial Services and Markets Act 2022 and the TSOFA.
Self-service options are also provided through our online tools. • Account management : We assign account managers to customers who operate large fleets. Our account managers have in-depth knowledge of both our programs and the objectives of the fleets they service. • Credit and collections services : We extend short term credit in the majority of Mobility transactions.
Self-service options are also provided through our online tools. • Account management : We assign account managers to customers who operate large fleets. Our account managers have in-depth knowledge of both our programs and the objectives of the fleets they service. • Credit services : We extend short term credit in the majority of Mobility transactions.
We generally enter into agreements with clients, consultants, service providers, and other partners, whether current or prospective, that contain provisions restricting use and disclosure of our proprietary information and technology. Operationally, we have implemented certain safeguards designed to control access to and distribution of our proprietary information and technology.
We generally enter into agreements with our employees, clients, consultants, service providers, and other partners, whether current or prospective, that contain provisions restricting use and disclosure of our proprietary information and technology. Operationally, we have implemented certain safeguards designed to control access to and distribution of our proprietary information and technology.
Our direct sales team focuses on new sales directly to mid- and large- corporations where our custom ERP integration and supplier enablement functions help them turn their AP function from a highly manual and costly endeavor to a highly automated and revenue generating function.
Our direct sales team focuses on new sales directly to mid-sized and large corporations where our custom ERP integration and supplier enablement functions help them turn their AP function from a highly manual and costly endeavor to a highly automated and revenue generating function.
The Company’s Audit Committee Charter, Leadership Development and Compensation Committee Charter, Finance Committee Charter, Corporate Governance Committee Charter, Technology and Cybersecurity Committee Charter, Corporate Governance Guidelines, and Code of Business Conduct and Ethics are available without charge through the “Governance” portion of the Investor Relations page of the Company’s website.
The Company’s Audit Committee Charter, Leadership Development and Compensation Committee Charter, Finance Committee Charter, Nominating and Governance Committee Charter, Technology and Cybersecurity Committee Charter, Corporate Governance Guidelines, and Code of Business Conduct and Ethics are available without charge through the “Governance” portion of the Investor Relations page of the Company’s website.
These requirements are discussed in Part I – Item 1A – Risk Factors – 22 Table of Contents PART I “Provisions in our charter documents, Delaware law and applicable banking laws may delay or prevent our acquisition by a third party, and could adversely impact the market price of our common stock.” Anti-Bribery Regulations WEX is a global business and is required to comply with anti-bribery and corruption laws in the jurisdictions it operates within, including but not limited to, the FCPA, UK Bribery Act 2010 (“UKBA”), the Irish Criminal Justice (Corruption Offences) Act 2018, the Canadian Criminal Code and Corruption of Foreign Public Officials Act and the Singapore Prevention of Corruption Act 1960.
These requirements are discussed in Part I – Item 1A – Risk Factors – “Provisions in our charter documents, Delaware law and applicable banking laws may delay or prevent our acquisition by a third party, and could adversely impact the market price of our common stock.” Anti-Bribery Regulations WEX is a global business and is required to comply with anti-bribery and corruption laws in the jurisdictions it operates within, including but not limited to, the FCPA, UK Bribery Act 2010 (“UKBA”), the Irish Criminal Justice (Corruption Offences) Act 2018, the Canadian Criminal Code and Corruption of Foreign Public Officials Act and the Singapore Prevention of Corruption Act 1960.
Our customers’ product set is largely focused on aggregating and managing large amounts of payments where a commercial payment solution is required. Within our Direct to Corporate solution, we focus on both direct sales to businesses as well as empowering financial institutions under white-label partnerships to serve their customers directly using our technology.
Our customers’ product set is largely focused on aggregating and managing large amounts of payments where a commercial payment solution is required. Within our Direct AP solution, we focus on both direct sales to businesses as well as empowering financial institutions under white-label partnerships to serve their customers directly using our technology.
Following these periodic examinations, state agencies can issue us findings and recommendations, prompting us to make changes to our operations and procedures.
Following these periodic examinations, state agencies can issue us findings, recommendations and penalties, prompting us to make changes to our operations and procedures.
The GDPR and the UK GDPR impose stringent privacy protections and provide EU and UK residents with extensive rights in their personal data (such as rights to delete, obtain access to, and correct their personal data) and requires the establishment of certain legitimate bases for collecting, using, and disclosing personal data.
The GDPR and the UK GDPR impose stringent privacy protections and provide EU and UK residents with extensive rights in their personal data (such as rights to delete, obtain access to, and correct their personal data) and require the establishment of certain legitimate bases for collecting, using, and disclosing personal data.
Competition In general, our Mobility business competes with financial institutions that provide general payment services without the enhanced capabilities of our solution set. We also compete against similar, more specialized offerings from Corpay, U.S. Bank Voyager, Radius Payment Solutions, DKV, and Edenred and smaller, newer players which have introduced specialized products designed for distinct customer groups.
Competition Our Mobility segment competes with financial institutions that provide general payment services without the enhanced capabilities of our solution set. We also compete against similar, more specialized offerings from Corpay, U.S. Bank Voyager, Radius Payment Solutions, DKV, and Edenred and smaller, newer players which have introduced specialized products designed for distinct customer groups.
For our Direct to Corporate solution, these capabilities include: (i) customizable integrations with different ERPs, (ii) enhanced AP data analysis and supplier enablement teams focused on increasing card acceptance, (iii) a wide variety of different virtual card products with each of the card associations to optimize card acceptance and interchange yield, (iv) bank transfer and check issuance capabilities allowing WEX to fulfill full AP file needs, and (v) different user interfaces oriented toward more simple small business needs as well as complex corporate needs.
For our Direct AP solution, these capabilities include: (i) customizable integrations with different ERPs, (ii) enhanced AP data analysis and supplier enablement teams focused on increasing card acceptance, (iii) a wide variety of different virtual 13 Table of Contents PART I card products with each of the card associations to optimize card acceptance and interchange yield, (iv) bank transfer and check issuance capabilities allowing WEX to fulfill full AP file needs, and (v) different user interfaces oriented toward more simple small business needs as well as complex corporate needs.
With respect to our healthcare services, we have certain obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”).
With respect to our health and benefits services, we have certain obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”).
Our Direct to Corporate solution automates Accounts Payable by integrating with Enterprise Resource Planning software systems and accounting workflows to maximize virtual payment usage. Our solutions in this space address corporations of all sizes, are sold direct to customers and offered as white-label partnerships with financial institutions who license our technology.
Our Direct Accounts Payable solution automates Accounts Payable by integrating with Enterprise Resource Planning (ERP) software systems and accounting workflows to maximize virtual payment usage. Our solutions in this space address corporations of all sizes, are sold directly to customers, and offered as white-label partnerships with financial institutions who license our technology.
WEX Australia Pty Ltd is an authorised representative of a third party AFSL holder and is authorised by such third party to provide general financial product advice and to deal in financial products in relation to retail and wholesale customers.
WEX Australia Pty Ltd is an authorized representative of a third party AFSL holder and is authorized by such third party to provide general financial product advice and to deal in financial products in relation to retail and wholesale customers.
Competition In general, WEX Corporate Payments competes with financial institutions that provide general payment services without the enhanced capabilities of our solution set. Financial institutions, including but not limited to J.P. Morgan, Barclays, Capital One, American Express, and Citi, have access to technology solutions coupled with payment capabilities.
Competition Our Corporate Payments segment competes with financial institutions that provide general payment services without the enhanced capabilities of our solution set. Financial institutions, including but not limited to J.P. Morgan, Barclays, Capital One, American Express, and Citi, have access to technology solutions coupled with payment capabilities.
Our virtual card solution combines (i) wholly-owned, end-to-end highly reliable technology, (ii) global currency capabilities with over 20 currencies active, and (iii) a wholly-owned global compliance and funding mechanism that allows WEX to be the issuer in addition to the payment processor.
Our virtual card solution combines (i) wholly owned, end-to-end highly reliable technology, (ii) global currency capabilities with more than 20 currencies active, and (iii) a wholly owned global compliance and funding mechanism that allows WEX to be the issuer in addition to the payment processor.
We must verify the identity of customers, monitor and report unusual or suspicious account activity, as well as transactions involving amounts in excess of prescribed limits, and refrain from transacting with designated persons or in designated regions, in each case as required by the applicable laws and regulations (such as the Bank Secrecy Act and regulations of the United States Treasury Department and the Internal Revenue Service in the United States).
We must verify the identity of customers, monitor and report unusual or suspicious account activity, as well as transactions involving amounts in excess of prescribed limits, and refrain from transacting with designated persons and entities or in designated regions, in each case as required by the applicable laws, regulations and requirements (such as the Bank Secrecy Act and regulations of the United States Treasury Department, the Internal Revenue Service in the United States and the U.S.
See Part I – Item 1A – Risk Factors – “WEX Bank is subject to funding risks associated with its reliance on brokered deposits.” Anti-Money Laundering, Counter Terrorist and Sanctions Regulations The applicable laws and regulations in the various jurisdictions in which we operate impose significant anti-money laundering compliance and due diligence obligations on their local entities.
See Part I – Item 1A – Risk Factors – “WEX Bank is subject to funding risks associated with its reliance on brokered deposits and advances from the FHLB.” Anti-Money Laundering, Counter Terrorist and Sanctions Regulations The applicable laws and regulations in the various jurisdictions and businesses in which we operate impose significant anti-money laundering compliance and due diligence obligations on their local entities.
Among other obligations, the EMRs and PSRs require OFL to safeguard the relevant funds of its customers. A material failure to comply with these regulations could result with us incurring sanctions up to and including suspension or relinquishment of our applicable licenses.
Among other obligations, the EMRs and PSRs require OFL to safeguard the relevant funds of its customers. A material failure to comply with these regulations could result in us incurring sanctions up to and including suspension or cancellation of our applicable licenses.
Our talent strategy includes a focus on retention and we regularly monitor employee turnover and engagement to identify opportunities to strengthen our approach to human capital management. During 2024, our global voluntary turnover rate was approximately 10 percent, while our voluntary turnover among global employees who generally have managerial responsibilities (“leadership roles”) was approximately 6.5 percent.
Our talent strategy includes a focus on retention and we regularly monitor employee turnover and engagement to identify opportunities to strengthen our approach to human capital management. During 2025, our global voluntary turnover rate was approximately 10 percent, while our voluntary turnover among global employees who generally have managerial responsibilities (“leadership roles”) was approximately 7.5 percent.
Any material failure by us to comply with the rules and regulations to which AFSL holders are subject could result with us incurring sanctions up to and including suspension or relinquishment of our license. WEX entities providing payment services to Australian customers must also comply with the Payment Systems (Regulation) Act 1998.
Any material failure by us to comply with the rules and regulations to which AFSL holders are subject could result with us incurring sanctions up to and including suspension or cancellation of our licenses. WEX entities providing payment services to Australian customers must also comply with the Payment Systems (Regulation) Act 1998.
For our embedded payments solution, these capabilities include: (i) more than a dozen customized data fields that allow customers to tie together information such as invoice numbers, booking numbers, or purchase orders that enable industry-leading automated reporting and reconciliation benefits, (ii) a wide variety of different virtual card products with each of the card associations to optimize card acceptance and interchange yield, (iii) bank transfer and check issuance capabilities, (iv) modern, RESTful API, with associated, developer-focused explanation of use, and (v) the ability to optimize our systems and processes for bespoke solutions to large customer needs.
For our Embedded Payments solution, these capabilities include: (i) more than a dozen customized data fields that allow customers to tie together information such as invoice numbers, booking numbers, or purchase orders that enable industry-leading automated reporting and reconciliation benefits, (ii) a wide variety of different virtual payments products with each of the card associations to optimize acceptance and interchange yield, (iii) bank transfer and check issuance capabilities, (iv) modern, REST API, with associated, developer-focused explanation of use, and (v) the ability to tailor our systems and processes to meet the needs of large, complex customers.
In addition to tax-related regulation, the Health Care Reform law imposes coverage standards affecting insured and self-insured health benefit plans that affect our current business model, including our relationships with current and future customers, producers and health care providers, products, services, processes and technology.
In addition to tax-related regulation, the Health Care Reform law imposes coverage standards, reporting obligations, and other requirements affecting insured and self-insured health benefit plans that affect our current business model, including our relationships with current and future customers, producers and health care providers, products, services, processes and technology.
In addition, our global recognition program allows employees to nominate each other for recognition. These acknowledgments are then incorporated into our annual performance management process, which factors into an employee’s annual compensation package, which is a part of our Total Rewards program.
In addition, our global recognition program allows employees to nominate each other for 14 Table of Contents PART I recognition. These acknowledgments are then incorporated into our annual performance management process, which factors into an employee’s annual compensation package, which is a part of our Total Rewards program.
Although WEX Bank is not currently subject to the examination and supervisory authority of the CFPB because it has less than $10 17 Table of Contents PART I billion in total assets, it is required to comply with the rules and regulations issued by the CFPB, with the FDIC having the primary responsibility for supervising and examining WEX Bank’s compliance with federal rules and regulations.
Although WEX Bank is not currently subject to the examination and supervisory authority of the CFPB because it has less than $10 billion in total assets, it is required to comply with the rules and regulations issued by the CFPB, with the FDIC having the primary responsibility for supervising and examining WEX Bank’s compliance with federal rules and regulations.
Compliance with derivatives regulations have added costs to our business, and any additional requirements, such as future registration requirements or increased regulation of derivative contracts, may add additional costs or may require us to change any fuel price, currency and interest rate hedging practices we may then use to comply with new regulatory requirements.
Compliance with derivatives regulations have added costs to our business, and any additional requirements, such as future registration requirements or increased regulation of derivative contracts, may add additional costs or may require 16 Table of Contents PART I us to change any fuel price, currency and interest rate hedging practices we may then use to comply with new regulatory requirements.
As fleet owners look to add vehicles powered by alternative energy sources, such as EVs, we are building on our deep experience in fleet and mobility in an attempt to develop and provide solutions to address specific customer needs, including charging, EV transition planning, and tools to successfully manage a mix of vehicle types ranging from connectivity to advanced route planning and carbon emissions reporting.
As fleet owners look to add vehicles powered by alternative energy sources, such as EVs, we are leveraging our deep experience in fleet and mobility to develop and provide solutions to address specific customer needs, including charging, EV fleet optimization and transition planning, and tools to successfully manage a mix of vehicle types ranging from connectivity to advanced route planning and carbon emissions reporting.
As regulatory bodies, the FDIC and the UDFI may issue informal or formal enforcement actions for violations of law, unsafe or unsound practices, and other actionable misconduct. Enforcement actions may include, but are not limited to, memoranda of understanding, consent orders, orders of restitution, and civil money penalties.
As regulatory bodies, the FDIC and the UDFI may issue informal or formal enforcement actions for violations of 15 Table of Contents PART I law, unsafe or unsound practices, and other actionable misconduct. Enforcement actions may include, but are not limited to, memoranda of understanding, consent orders, orders of restitution, and civil money penalties.
Addresses the needs of businesses that utilize primarily light and medium duty vehicles central to the operation of the service economy outside of North America inclusive of our Fleet portfolios in Europe and Asia-Pacific. Our proprietary closed-loop payments network in the U.S. covers more than 90% of fuel and 80% of EV charging locations.
Addresses the needs of businesses that utilize primarily light and medium duty vehicles central to the operation of the service economy outside of North America inclusive of our Fleet portfolios in Europe and Asia-Pacific. Our proprietary closed-loop payments network in the U.S. covers more than 90 percent of fuel charging locations and offers broad acceptance at EV charging locations.
HIPAA and HITECH impose requirements relating to the privacy, security and transmission of protected health information, including breach notification and reporting requirements. HITECH also requires consideration of a company’s implementation of recognized security standards in assessing administrative fines and penalties under the HIPAA security standards.
HIPAA and HITECH impose requirements relating to the privacy, security and transmission of protected health information, including breach notification and reporting requirements. HITECH also 18 Table of Contents PART I requires consideration of a company’s implementation of recognized security standards in assessing administrative fines and penalties under the HIPAA security standards.
Our customizable Embedded Payments solution seamlessly integrates virtual payment capabilities into existing workflows, whether payments are core to the business, part of critical operations, or an added customer offering. This versatile solution empowers a broad range of industries, including online travel. • Direct to Corporate .
Our customizable Embedded Payments solution integrates virtual payment capabilities into existing workflows, whether payments are core to the business, part of critical operations, or an added customer offering. This versatile solution empowers a broad range of industries, including the travel industry. • Direct Accounts Payable .
Following these periodic examinations, the Internal Revenue Service can issue findings and recommendations, prompting us to make changes to our operations and procedures. Available Information Location The Company’s principal executive offices are located at 1 Hancock St., Portland, ME 04101.
Following these periodic examinations, the Internal Revenue Service can issue findings and recommendations, prompting us to make changes to our operations and procedures. 21 Table of Contents PART I Available Information Location The Company’s principal executive offices are located at 1 Hancock St., Portland, ME 04101 .
Financial regulators have issued various implementing regulations and have made enforcement a high priority. The U.S. government has imposed economic sanctions that affect transactions with designated foreign countries, foreign nationals and others.
Department of Health and Human Services). Financial regulators have issued various implementing regulations and have made enforcement a high priority. The U.S. government has imposed economic sanctions that affect transactions with designated foreign countries, foreign nationals and others.
These accounts include CDH accounts such as HSAs, FSAs and HRAs, as well as wellness incentives, commuter benefits, and other account-based arrangements. Most of these accounts are tax-advantaged under the appropriate law.
These accounts include CDH accounts such as HSAs, FSAs and HRAs, as well as 17 Table of Contents PART I wellness incentives, commuter benefits, and other account-based arrangements. Most of these accounts are tax-advantaged under the appropriate law.
Money Transmission and Payment Instrument Licensing Regulations United States We are subject to various U.S. laws and regulations governing money transmission and the issuance and sale of payment instruments relating to certain aspects of our business. In the United States, most states license money transmitters and issuers of payment instruments.
Money Transmission and Payment Instrument Licensing Regulations United States We are subject to various U.S. laws and regulations governing money transmission and the issuance and sale of payment instruments relating to certain aspects of our business.
Related to this service we have developed proprietary account approval, underwriting, credit management, and collections programs. 11 Table of Contents PART I • Merchant services : Our representatives work with fuel and vehicle maintenance providers to enroll these providers in our network, test all network technology, and provide training on our processes. • Analytics solutions : We provide customers with access to analytics platforms and custom reporting tools targeted toward identifying cost savings opportunities and managing their fleet. • Ancillary services and offerings : We provide a variety of ancillary services and tools to fleets to help them better manage expenses and capital requirements.
Related to this service we have developed proprietary account approval, underwriting, credit management, and collections programs. • Factoring : We provide freight invoice factoring to trucking customers within our OTR space. • Merchant services : Our representatives work with fuel and vehicle maintenance providers to enroll these providers in our network, test all network technology, and provide training on our processes. • Analytics solutions : We provide customers with access to analytics platforms and custom reporting tools targeted toward identifying cost savings opportunities and managing their fleet. • Ancillary services and offerings : We provide a variety of ancillary services and tools to fleets to help them better manage expenses and capital requirements.
Any material failure by us to comply with these requirements could result with us incurring sanctions up to and including suspension or relinquishment of our authorization. United Kingdom WEX’s operations in the United Kingdom are also subject to applicable laws and regulations governing payment services.
Any material failure by us to comply with these requirements could result in us incurring sanctions up to and including suspension or cancellation of our authorization. 19 Table of Contents PART I United Kingdom WEX’s operations in the United Kingdom are also subject to applicable laws and regulations governing payment services.
Solution We believe our key source of differentiation in the Mobility segment is the enhanced data and controls we provide fleet operators based on our proprietary closed-loop payments network. This proprietary closed-loop network enables us to capture rich data, deploy custom controls, and establish the economics between fleets and merchants.
Solution We believe our key source of differentiation in the Mobility segment is the enhanced data and controls we provide fleet operators based on our proprietary closed-loop payments networks. These proprietary closed-loop networks enable us to capture rich data, deploy custom controls, and optimize the economics between fleets and merchants.
Each transaction is assigned a unique VCN on either of the Mastercard or Visa networks, with a customized spend limit, expiration date, and various other purchase controls. These 14 Table of Contents PART I controls are in place to limit fraud and unauthorized spending.
Each transaction is assigned a unique virtual card number (VCN) on either of the Mastercard or Visa third-party networks, with a customized spend limit, expiration date, and various other purchase controls. These controls are in place to limit fraud and unauthorized spending.
Additionally, beginning with November 2023, we provide a cloud-native software solution that has various capabilities, including scheduling, dispatch navigation, marketing and payment acceptance, to Mobility field service customers in HVAC, roofing, and other similar verticals. Building upon our ICE-related fleet solutions, we are working on solutions we believe will ease the integration of EVs into mixed fleets.
Additionally, beginning with November 2023, we provide a cloud-native software solution that has various capabilities, including scheduling, dispatch navigation, marketing and payment acceptance, to Mobility field service customers in HVAC, roofing, and other similar verticals. Building upon our internal combustion engine-related fleet solutions, we have deployed solutions to simplify the integration of electric vehicles (EVs) into mixed fleets.
In some cases, we also market products and services using an acquired name to leverage the brand equity and awareness in a respective market, including the ESSO Fleet Card product in Europe. 10 Table of Contents PART I Our Business Segments Mobility Segment Overview Within our Mobility segment, WEX is a leader in fleet payment solutions, transaction processing, and information management.
In some cases, we also market products and services using an acquired brand’s name to leverage the brand equity and awareness in a respective market. Business Segments Mobility Segment Overview Within our Mobility segment, WEX is a leader in fleet payment solutions, transaction processing, and information management.
As of December 31, 2024, we had a workforce of approximately 6,500 full time employees, of which approximately 5,000 were located in the United States. The remainder were located across fifteen other countries.
As of December 31, 2025, we had a workforce of approximately 6,600 full time employees, of which approximately 5,100 were located in the United States. The remainder were located across fourteen other countries.
Our differentiated network offers enhanced data capture, custom controls, and tailored economics between fleets and merchants, creating customer value. During the year ended December 31, 2024, approximately 20 million vehicles used our solutions for fleet management. Beyond fuel cards, our portfolio includes SaaS solutions for field service management, telematics, reporting and analytics, cash flow management, and mixed-energy fleets.
Our differentiated network offers enhanced data capture, custom controls, and tailored economics between fleets and merchants, creating customer value. Beyond fuel payments, our portfolio includes SaaS solutions for field service management, telematics, reporting and analytics, cash flow management, and solutions for managing mixed-energy fleets.
We believe we are well positioned to compete through the combination of the breadth of our solution and our expanding offerings, the reach of our payments network, and our advantaged funding model through WEX Bank. 12 Table of Contents PART I Benefits Segment Overview Our Benefits segment simplifies employee benefit plan administration through SaaS software integrated with payment solutions.
We believe we are well positioned to compete through the combination of the breadth of our solution and our expanding offerings, the reach of our payments network, and our advantaged funding model through WEX Bank. 11 Table of Contents PART I Benefits Segment Overview WEX’s Benefits segment is a scaled, data-rich platform that simplifies and modernizes employee benefit administration.
Escheatment Laws We are subject to unclaimed or abandoned property state laws in the United States and in certain foreign countries that require us to transfer to certain government authorities the unclaimed property of others that we hold when that property has been unclaimed for a certain period of time.
As a licensee, we are subject to certain restrictions and requirements, which vary by state, including surety bond requirements and record keeping and reporting requirements. 20 Table of Contents PART I Escheatment Laws We are subject to unclaimed or abandoned property state laws in the United States and in certain foreign countries that require us to transfer to certain government authorities the unclaimed property of others that we hold when that property has been unclaimed for a certain period of time.
Many of these state privacy laws include exceptions that may apply to WEX and WEX Bank, including for data regulated by federal law (e.g., HIPAA and HITECH or the GLBA) among 19 Table of Contents PART I other exceptions.
Many of these state privacy laws include exceptions that may apply to WEX and WEX Bank, including for data regulated by federal law (e.g., HIPAA and HITECH or the GLBA) among other exceptions. To the extent they apply, WEX and WEX Bank must monitor and seek to comply with individual state privacy laws in the conduct of our businesses.
Other pertinent regulatory requirements applicable to OFL are the FCA’s expectations around outsourcing and operational resilience as set out in its Handbook and/or its Payment Services and Electronic Money Approach Document.
Other pertinent regulatory requirements applicable to OFL are the FCA’s expectations around outsourcing and operational resilience as set out in its Handbook and/or its Payment Services and Electronic Money Approach Document. Singapore WEX Finance Inc. and Optal Singapore Pte Ltd are licensed to carry on the business of issuing credit cards and/or charge cards under the Banking Act 1970.
We support their holistic health and overall safety by providing a wide range of resources and tools, including, but not be limited to, wealth management services, virtual ergonomic assessments, on-demand fitness classes, telehealth services, time off options, and a family concierge along with mental, behavioral and emotional support for our employees and their immediate family members. 16 Table of Contents PART I Regulation and Supervision The Company is subject to a substantial number of laws and regulations, both in the United States and in foreign jurisdictions, which apply to businesses offering financial technology services and payment cards to customers or processing or servicing for payment cards and related accounts.
We support their holistic health and overall safety by providing a wide range of resources and tools, including, but not be limited to, wealth management services, virtual ergonomic assessments, on-demand fitness classes, telehealth services, time off options, and a family concierge along with mental, behavioral and emotional support for our employees and their immediate family members.
In conjunction with the above, we offer our Mobility customers the following additional products and services: • Account activation and account retention : We provide activation and retention services that promote the adoption and use of our products. • Authorization and billing inquiries and account maintenance : We handle authorization and billing questions, account changes, and other issues through our dedicated contact centers, which are available 24 hours a day, seven days a week.
In the Over-the-Road space, we additionally offer fleets customizable payment solutions including real-time interactive and seamless interfaces delivering data integrity, alternative payment and money transfer options, comprehensive settlement solutions, real-time reports and analytics for compliance and cost-optimization, and fuel reconciliation and mobile optimization tools. 10 Table of Contents PART I In conjunction with the above, we offer our Mobility customers the following additional products and services: • Account activation and account retention : We provide activation and retention services that promote the adoption and use of our products. • Authorization and billing inquiries and account maintenance : We handle authorization and billing questions, account changes, and other issues through our dedicated contact centers, which are available 24 hours a day, seven days a week.
European Union The Company’s European operations are subject to laws and regulations governing payment services, including under the Payment Services Directive (EU 2015/2366 PSD2) and the Electronic Money Directive (2009/110/EC EMD2).
Government agencies may impose new or additional requirements on money transmission and sales of payment instruments, and we expect that compliance costs will increase in the future. European Union The Company’s European operations are subject to laws and regulations governing payment services, including under the Payment Services Directive (EU 2015/2366 PSD2) and the Electronic Money Directive (2009/110/EC EMD2).
We also market our products and services using the WEX network indirectly through co-branded and private label relationships. With a co-branded relationship product, we market our products and services for, and in collaboration with, fuel providers and fleet management companies using their brand names and our logo on a co-branded fleet card.
We also market our products and services indirectly via co-branded and private label relationships. Under co-branded arrangements, we partner with fuel providers and fleet management companies to offer our solutions using both the partner’s brand and the WEX brand. Under private label arrangements, fuel retailers offer our solutions exclusively under their own brand names.
Examples of information captured, which varies by type of customer, include the amount of the purchase, the driver, the vehicle, the odometer reading, the fuel or vehicle maintenance provider, and the items purchased. We provide standard and personalized information to customers through vehicle analysis reports, custom reports, and our websites.
Our data and tools allow fleet owners and managers to control spend and limit fraud. At the point of sale, we capture an array of information. Examples of information captured, which varies by type of customer, include the amount of the purchase, the driver, the vehicle, the odometer reading, the fuel or vehicle maintenance provider, and the items purchased.
Intellectual Property We rely on a combination of patent, copyright, trade secret and trademark laws, confidentiality procedures, contractual provisions, and other similar measures to protect the proprietary information and technology used in our business.
We continue to assess and apply AI tools where they can improve process efficiency and the quality and consistency of information available to users, while remaining focused on responsible practices aligned with our established AI and data governance frameworks. 9 Table of Contents PART I Intellectual Property We rely on a combination of patent, copyright, trade secret, and trademark laws, confidentiality procedures, contractual provisions, and other similar measures to protect the proprietary information and technology used in our business.
Our Benefits business experiences annual seasonality, with the greatest activity within the first calendar quarter from account sign-ups and transactions.
The Benefits segment experiences annual seasonality, with the first calendar quarter representing peak activity for new account sign-ups and transactions. Distribution Our distribution model is a key competitive advantage.
It is supervised by the Australian Securities & Investments Commission and must comply with the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth). Optal Australia Pty Ltd holds an intermediary authorization under eNett International (Singapore) Pte. Ltd’s AFSL.
Australia eNett International (Singapore) Pte Ltd and Optal Australia Pty Ltd each hold an Australian Financial Services License (“AFSL”) which authorizes them to deal in non-cash payment products in relation to wholesale customers. They are supervised by the Australian Securities & Investments Commission and must comply with the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth).
Our Strategy With deep vertical expertise and as a continuing innovator in the payments and business technology industry, WEX has significant experience in bringing and expanding our solutions to customers and markets. The customer is increasingly at the center of everything we do and is therefore central to how we win and deliver.
Strategy WEX brings deep vertical expertise and a long history of innovation in the payments and business technology industry. We have significant experience developing and scaling solutions across industries and geographies, and the customer remains at the center of how we win and deliver.
We believe we compete favorably against these competitors through our wide geographic reach, deep payments expertise, enduring relationships, in-house technology and issuing capabilities, and our cloud-based proprietary technology stack. 15 Table of Contents PART I Our People Talent Strategy Culture and engagement are of utmost importance to our business.
We also compete with financial technology firms focused on embedded payments, accounts payable and spend management, such as Adyen, ConnexPay, and Stripe. We believe we compete favorably against these competitors through our wide geographic reach, deep payments expertise, enduring relationships, in-house technology and issuing capabilities, and our cloud-based proprietary technology stack.
Our platform supports a multitude of benefit plan types, enables customization of plan design, and is extendable to power new benefit offerings in a dynamic market, consistent with the increasing importance of choice in employer benefit strategy. Our solutions are deployed flexibly, from software-only to full benefit administration, with a wide range of options in between.
A key differentiator in the market is the flexibility and depth of our platform. It supports a broad range of plan designs, adapts to evolving employer and regulatory needs, and delivers personalized guidance through data-driven insights. Our solutions are deployed from software-only to full benefit administration, with a wide range of options in between.
We are focused on product innovation, including by leveraging AI-powered insights, actions, and process flows across all of our businesses. We have proprietary technology assets, including closed loop networks in our Mobility segment, a comprehensive benefits engagement data administrative SaaS platform in our Benefits segment, and a global multi-currency payments issuance platform within our Corporate Payments segment.
Our proprietary technology assets include (i) closed-loop networks within our Mobility segment, (ii) a comprehensive benefits engagement and administrative SaaS platform within our Benefits segment, and (iii) a global multicurrency payments issuance platform within our Corporate Payments segment.
Competition In consumer-driven healthcare and COBRA administration, we compete with specialist providers like Alegeus Technologies and HealthEquity, as well as proprietary technology solutions developed and maintained in-house by plan administrators. In benefit administration software and services, we compete with pure-play providers like Businessolver and Alight Technologies.
As of the quarter ended December 31, 2025, we had an average of approximately 21.6 million SaaS accounts on our platform, demonstrating both the breadth and durability of our channel ecosystem. 12 Table of Contents PART I Competition In consumer-driven healthcare and COBRA administration, we compete with specialist providers like Alegeus Technologies and HealthEquity, as well as proprietary technology solutions developed and maintained in-house by plan administrators.
Our team works with these partners to help them deploy go-to-market strategies and tactics to grow their business. In addition, we provide business process outsourcing of administrative services on behalf of certain partners. We distribute full administrative services to the employer market directly and through brokers and consultants. Our solutions can be fully white-labeled, co-branded, or WEX-branded.
We serve employers directly, with similar scale coming from hundreds of partners — including third party administrators, financial institutions, payroll providers, and health plans — who use our platform as their underlying technology. We distribute full administrative services to the employer market directly and through brokers and consultants. Our products and solutions can be fully white-labeled, co-branded, or WEX-branded.
For our embedded payments offering used by leading technology companies across various industries, our net interchange rate is lower than that on our Direct to Corporate solution. Due to the largely fixed or semi-fixed cost nature of our solution, this segment benefits from a high variable margin contribution.
Revenue in this segment is primarily derived from net interchange earned on transactions processed through open-loop networks, with additional contributions from licensing fees earned on use of our accounts payable SaaS platforms. Due to the largely fixed or semi-fixed cost nature of our solution, this segment benefits from a high variable margin contribution.
WEX combines healthcare expertise with payment intelligence and workflow optimization to deliver secure, customer-centric solutions. This simplifies daily administration, provides personalized tools, and offers proactive support, ultimately driving better business outcomes through healthier, more engaged employees. WEX Inc. also serves as an IRS-designated non-bank custodian, while WEX Bank provides HSA depository services.
WEX brings together healthcare expertise, payment intelligence, and workflow optimization to create a consistent, secure, and customer-centric experience. This combination positions us well in a market increasingly focused on cost containment, employee choice, and digital enablement. WEX Inc. also serves as an IRS-designated non-bank custodian, and WEX Bank provides HSA depository services to WEX Inc.
In addition to revenue derived from payment processing transactions, we recognize account servicing revenue on fees charged to the cardholders, finance fee revenue on overdue accounts, and other revenue on transaction processing revenue and miscellaneous other products and services.
The largest revenue source in this segment is derived from payment processing, based on a percentage of customer transaction volume or fixed fees per transaction. Additional revenues in this segment are derived from account servicing fees, primarily from cardholders based on the number of vehicles serviced, finance charges on overdue accounts, and other ancillary services.
We deliver diverse product offerings including Benefit Administration, HSAs, FSAs, HRAs, COBRA and Direct Billing, and compliance administration. These solutions empower administrators, employers, and participants to make optional benefits decisions. Our platform's flexibility supports multiple plan types and customizable designs, adapting to market changes. Our solutions streamline processes, reduce costs, and empower employees with greater choice and control.
We combine SaaS technology with embedded payment capabilities to deliver an integrated experience across tax-advantaged accounts, benefit administration, and compliance solutions. Our offerings – including HSAs, FSAs, HRAs, COBRA, Direct Billing, lifestyle benefits, and enrollment – support administrators, employers, and participants with tools that reduce administrative burden, lower costs, and drive better benefits decisions.
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ITEM 1. BUSINESS Our Company Overview WEX’s mission is focused on simplifying the business of running a business. WEX owns and operates a B2B ecosystem that helps our customers overcome highly manual processes and reconciliations, navigate the complexity of consumer driven healthcare benefits, and solve their administrative challenges.
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ITEM 1. BUSINESS Company Overview WEX is a global commerce platform that provides seamlessly embedded, personalized payments solutions across three business segments: Mobility, Benefits, and Corporate Payments. Our purpose is to simplify the business of running a business.
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We believe that WEX offers the marketplace a unique combination of capabilities to simplify complexity, thereby setting WEX’s offerings apart from those of our competition. Our technology is engineered and operated with global scale and reliability. We have invested heavily in technology and expect to continue to do so on an ongoing basis.
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That purpose has become increasingly relevant as organizations face rising complexity driven by fragmented systems, manual workflows, increasing costs, and greater compliance demands. These challenges slow decision-making and introduce additional operational risk.
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Our customers have trusted us to conduct hundreds of billions of dollars in money movements in more than 20 currencies and we believe that our products and services play integral roles in the infrastructure of businesses. Our solutions are shaped by customer-focused innovation and deep industry expertise.
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Leveraging our deep industry expertise, WEX has developed platforms and proprietary networks that address these issues by delivering the technologies and services that enable our customers to achieve greater speed and efficiency, cost savings, accuracy, and insight across financial and administrative workflows.
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Both in our direct-to-corporate and partner channels, our solutions focus on simplifying the business of running a business by deeply embedding our solutions within our end customer workflows. Customers look to WEX for a powerful combination of specialized expertise and rich data to assist them in driving better decisions, moving more quickly, and in dealing with risk.
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WEX’s products and services are built for scale, processing hundreds of billions of dollars in transactions each year across our Mobility, Corporate Payments, and Benefits segments. Both in our direct-to-corporate and partner channels, customers benefit from this scale.
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We put control in the hands of our customers.
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By bringing payments, data, and processes together within customers’ existing systems, we transform everyday transactions into payment intelligence that helps organizations protect margins, optimize cash flow, reduce risk, and navigate the growing complexity of today’s global economy. WEX’s solutions span the following three business segments: • Mobility.
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The combination of our capabilities across segments forms a diverse B2B ecosystem for us to provide products and services to our customers, as depicted in the following graphic: Our Ecosystem of Solutions Incorporates the Best of Our Vertical Expertise and the Power of Our Commerce Platform Direct Customers Partners WEX Solutions Ecosystem Simplify Benefits Reimagine Mobility Pay & Get Paid CDH Program Management Non-Bank Custodian Benefits Administration Analytics & Controls Proprietary Network EV & Mixed Fleets Expense Management Workflow Automation Fraud Controls Global Commerce Platform Payments Access to Funds API Integration Flexible UIs Global Omnichannel Servicing Scalable Data, Analytics, AI Risk & Security 7 Table of Contents PART I Leveraging these unique capabilities, WEX offers solutions that organizations use to drive efficiencies and manage risk.
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Our Mobility segment is a global leader in fleet payment solutions, transaction processing, and information management. We support fleets of all sizes globally through our proprietary closed-loop networks and a suite of software solutions that help manage fuel, EV charging, and operational workflows. • Benefits. Our Benefits segment provides SaaS software integrated with payment solutions that simplify employee benefits administration.
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These solutions, which share and benefit from our underlying capabilities, are provided across the following three business segments: Mobility WEX reimagines mobility across fleets of all sizes. WEX has more than 600,000 mobility customers worldwide. Benefits WEX simplifies administration of benefits for employers, including consumer directed health accounts in the United States both directly and through partners.
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We offer a broad range of consumer-directed health accounts, benefit administration services, and compliance solutions that help employers streamline processes, reduce costs, and support their employees. • Corporate Payments. Our Corporate Payments segment delivers global B2B payment solutions that integrate virtual payments into customer and partner workflows.
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We serve more than half of the Fortune 1000 companies in the United States. Corporate Payments WEX is both one of the largest commercial payment companies in the world as well as a trusted technology partner for some of the largest organizations worldwide. WEX couples wholly owned market leading technology with a global issuing and funding capability.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf any of these licensed institutions stop or are unable to provide these services to us, we would need to find other appropriate institutions to provide such services. • Unpredictable or catastrophic events may adversely affect our ability to conduct business. • We have experienced and may in the future experience substantial credit and fraud losses and other adverse effects. • Changes in or limits on interchange fees could decrease our revenue. • Bank failures or other similar events could adversely affect our and our customers’ liquidity and financial performance. • Increasing scrutiny and changing expectations from investors, customers and our employees with respect to our sustainability practices may negatively affect our business, result in additional costs or expose us to new or additional risks. • Our failure to adapt to technological and industry changes and effectively implement new technology and products could materially affect our competitive position and our business. • We may not realize or sustain the expected benefits from our investments in certain capabilities and initiatives. • We operate in a highly competitive business environment. • Our ability to attract, motivate, and retain qualified employees is critical to our success. • We may not be able to successfully execute on acquisitions or divestitures as part of our strategy. • We are subject to risks associated with our strategic minority equity investments. • We are exposed to risks associated with our operations outside of the U.S. • Fluctuations in foreign currency exchange rates have affected and could continue to affect our financial results. • As a non-bank custodian of HSA assets, WEX Inc.’s failure to adequately place and safeguard our custodial assets, or the failure of any of our depository partners, could have a material adverse effect on our business. • We have incurred, and may incur in the future, impairment charges on goodwill or other intangible assets. • The Company is, and may in the future become, involved in various claims, investigations, and legal proceedings. • If we fail to adequately protect our IP, our competitive position could be impaired.
Biggest changeOur Business and Industry • A reduction in the demand for or supply of gasoline and/or diesel fuel, and/or volatility or decline in fuel prices, could have a material adverse effect on our business, financial condition, and operating results. • A decline in general economic conditions that negatively impacts the demand for fuel, travel related services or health care services could significantly affect our business, operating results, and financial condition. • If any of the WEX owned issuers and other third party licensed institutions that we use to process transactions through the Mastercard or Visa networks, cease to be licensed, or are unable or unwilling to provide services to us, we would need to find other appropriate institutions to provide such services. • If we stop receiving incentives from Mastercard or Visa or are unable to meet our transaction volume commitments with them our profitability could be adversely impacted. 22 Table of Contents PART I • Unpredictable or catastrophic events may adversely affect our ability to conduct business. • We have experienced and may in the future experience credit and fraud losses and other adverse effects. • Changes in or limits on interchange fees could decrease our revenue. • Bank failures or other similar events could adversely affect our and our customers’ liquidity and financial performance. • Our failure to adapt to technological and industry changes and effectively implement new technology and products could materially affect our competitive position and our business. • We may not realize or sustain the expected benefits from our investments in certain capabilities and initiatives. • We operate in a highly competitive business environment. • Our ability to attract, motivate, and retain qualified employees is critical to our success. • We may not realize the expected benefits of transactions, including acquisitions or divestitures. • We are subject to risks associated with our strategic minority equity investments. • We are exposed to risks associated with our operations outside of the U.S. • Fluctuations in foreign currency exchange rates have affected and could continue to affect our financial results. • As a non-bank custodian of HSA assets, WEX Inc.’s failure to adequately place and safeguard our custodial assets, or the failure of any of our depository partners, could have a material adverse effect on our business. • We have incurred, and may incur in the future, impairment charges on goodwill or other long-lived assets. • The Company is, and may in the future become, involved in various claims, investigations, and legal proceedings. • If we fail to adequately protect our IP, our competitive position could be impaired. • Our business could be negatively impacted by stockholder activism.
In addition, if the U.S. or global economy enters a recession, we may experience a decline in demand for our services and may have to decrease our pricing, all of which could have a material adverse impact on our financial results.
In addition, if the U.S. or global economy enters a recession, we may experience a decline in demand for our services and/or may have to decrease our pricing, all of which could have a material adverse impact on our financial results.
For further information on how the increase in usage of alternative fuels in vehicles affects our business, please see Part I – Item 1A – Risk Factors – “A 43 Table of Contents PART I significant portion of our revenue is generated by the purchase and sale of gasoline and diesel fuel by or through our customers and from our fuel retailer partners, and, as a result, a reduction in the demand for or supply of gasoline and/or diesel fuel and/or volatility in such fuel prices could have a material adverse effect on our business, financial condition, and operating results.” Risks Related to our Dependence on Technology We regularly experience cyberattacks and expect they will continue in the future.
For further information on how the increase in usage of alternative fuels in vehicles affects our business, please see Part I – Item 1A – Risk Factors – “A significant portion of our revenue is generated by the purchase and sale of gasoline and diesel fuel by or through our customers and from our fuel retailer partners, and, as a result, a reduction in the demand for or supply of gasoline and/or diesel fuel and/or volatility or decline in such fuel prices could have a material adverse effect on our business, financial condition, and operating results.” 43 Table of Contents PART I Risks Related to our Dependence on Technology We regularly experience cyberattacks and expect they will continue in the future.
Our ability to attract new customers, increase net revenue from existing customers and create new, or replace existing, sources of revenue as technologies such as EVs and AI develop, will depend in significant part on our ability to adapt to industry standards, anticipate trends and the magnitude at which such trends affect the market, and continue to enhance our platform and introduce new products and capabilities on a timely and secure basis to keep pace with technological developments and customer expectations.
Our ability to attract new customers, increase net revenue from and retain existing customers and create new, or replace existing, sources of revenue as technologies such as EVs and AI develop, will depend in significant part on our ability to adapt to industry standards, anticipate trends and the magnitude at which such trends affect the market, and continue to enhance our platform and introduce new products and capabilities on a timely and secure basis to keep pace with technological developments and customer expectations.
Even if we have minimum annual volume requirements, our customers may meet such requirements or utilize our services in a manner and at times that suits their needs, which may lead to increased volume for us during one period and lighter volume for us during proximate periods, while the customer still achieves its minimal contractual requirements.
Even if we have minimum annual volume requirements, our customers may meet such requirements or utilize our services in a manner and at times that suits their needs, which may lead to increased volume for us during one period and lighter volume for us during proximate periods, while the customer still achieves its minimum contractual requirements.
See Part I – Item 1A – Risk Factors – " We have experienced and may in the future experience substantial credit and fraud losses and other adverse effects if we fail to adequately assess and monitor credit risks posed by our counterparties or if there continues to be fraudulent use of our payment cards or systems.
See Part I – Item 1A – Risk Factors – " We have experienced and may in the future experience credit and fraud losses and other adverse effects if we fail to adequately assess and monitor credit risks posed by our counterparties or if there continues to be fraudulent use of our payment cards or systems.
Under applicable regulations, however, if WEX Bank were to be no longer categorized as “well capitalized” under such framework, it would not be able to finance its operations through the acceptance of brokered deposits without the approval of the FDIC and/or could be subject to rate cap on the deposits.
Under applicable regulations, however, if WEX Bank were to be no longer categorized as “well capitalized” under such framework, it would not be able to finance its operations through the acceptance of brokered deposits without the approval of the FDIC and/or could be subject to a rate cap on the deposits.
Additionally, in connection with providing services to our clients, we are required by regulations and arrangements with payment networks and certain clients to provide assurances regarding the confidentiality and security of personal information and other confidential data. Pursuant to these arrangements, we are subject to periodic audits regarding payment card industry standards.
Additionally, in connection with providing services to our clients, we are required by regulations and arrangements with payment networks and certain clients to provide assurances regarding the confidentiality and security of personal information and other confidential data. Pursuant to these requirements and arrangements, we are subject to periodic audits regarding payment card industry standards.
This trend could have a material adverse effect on our financial performance if we are unable to develop products and introduce them to the market to replace any decrease in revenue caused by any resulting decrease in the sale of gasoline or diesel fuels.
This trend could have a material adverse effect on our financial performance if the products we develop and introduce to the market are unable to replace any decrease in revenue caused by any resulting decrease in the sale of gasoline or diesel fuels.
Ownership of Our Common Stock • The failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could result in the inability to accurately report our financial results. • We may not realize the anticipated long-term stockholder value of our share repurchase programs, and there can be no assurance that we will repurchase shares or that we will repurchase shares at favorable prices, which may negatively affect our stock price. • Provisions in our charter documents, Delaware law and applicable banking law may delay or prevent our acquisition by a third party, and could adversely impact the market price of our common stock. 25 Table of Contents PART I Risks Relating to Our Business and Industry A significant portion of our revenue is generated by the purchase and sale of gasoline and diesel fuel by or through our customers and from our fuel retailer partners, and, as a result, a reduction in the demand for or supply of gasoline and/or diesel fuel and/or volatility in such fuel prices could have a material adverse effect on our business, financial condition, and operating results.
Ownership of Our Common Stock • The failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could result in the inability to accurately report our financial results. • We may not realize the anticipated long-term stockholder value of our share repurchase programs, and there can be no assurance that we will repurchase shares or that we will repurchase shares at favorable prices, which may negatively affect our stock price. • Provisions in our charter documents, Delaware law and applicable banking law may delay or prevent our acquisition by a third party, and could adversely impact the market price of our common stock. 24 Table of Contents PART I Risks Relating to Our Business and Industry A significant portion of our revenue is generated by the purchase and sale of gasoline and diesel fuel by or through our customers and from our fuel retailer partners, and, as a result, a reduction in the demand for or supply of gasoline and/or diesel fuel and/or volatility or decline in such fuel prices could have a material adverse effect on our business, financial condition, and operating results.
We have experienced and may in the future experience substantial credit and fraud losses and other adverse effects if we fail to adequately assess and monitor credit risks posed by our counterparties or if there continues to be fraudulent use of our payment cards or systems.
We have experienced and may in the future experience credit and fraud losses and other adverse effects if we fail to adequately assess and monitor credit risks posed by our counterparties or if there continues to be fraudulent use of our payment cards or systems.
Furthermore, failing to retire legacy systems or modernize our platforms as planned could impact the stability and reliability of our products, impacting customer experience. In addition, customers may not adopt enhancements or new products we introduce or may not use them as intended.
Furthermore, failing to retire legacy systems or modernize our platforms as planned could impact the stability and reliability of our operations and products, impacting customer experience. In addition, customers may not adopt enhancements or new products we introduce or may not use them as intended.
In addition to the risk that we fail to adequately assess and monitor credit risks posed by our counterparties and the risk that volatility or adverse conditions in the economy or credit or other financial markets may negatively impact us, the value of WEX Bank’s investment of custodial cash assets in securities and other financial instruments can be materially affected by market and interest rate fluctuations, which could affect our business, financial position or results of operations.
In addition to the risk that we fail to adequately assess and monitor credit risks posed by our counterparties and the risk that volatility or adverse conditions in the economy or credit or other financial markets may negatively impact us, the value of and return on WEX Bank’s investment of custodial cash assets in securities and other financial instruments can be materially affected by market and interest rate fluctuations, which could affect our business, financial position or results of operations.
Additionally, our competitors or other third parties may incorporate new technology and products, including AI into their business, services and products more rapidly or more successfully than us.
Additionally, our competitors or other third parties may incorporate new technology and products, including AI into their operations, business, services and products more rapidly or more successfully than us.
In addition, the process of integrating and operating any acquired business, technology, service or product requires significant resources, and integration may take longer than desired.
In addition, the process of integrating and operating any acquired business, assets, technology, service or product requires significant resources, and integration may take longer than desired.
Accordingly, there is a risk that the confidentiality, integrity, privacy and/or security of data held by, or accessible to, third parties, including merchants that accept our cards, payment processors and our business partners, may be materially compromised, which could lead to unauthorized transactions on our cards and costs associated with responding to such an incident.
Accordingly, there is a risk that the confidentiality, integrity, privacy and/or security of data held by, or accessible to, third parties, including merchants that accept our cards, payment processors and our business partners, may be materially compromised, which could lead to unauthorized transactions on our cards, regulatory scrutiny and costs associated with responding to such an incident.
An acquisition may also subject us to additional regulatory burdens that may significantly affect our business in unanticipated and negative ways. Further, an acquisition may require us to incur other charges, such as severance expenses, restructuring charges or change of control payments, and substantial debt or other liabilities.
An acquisition may also subject us to additional regulatory burdens that may significantly affect our business in unanticipated and negative ways. Further, a transaction may require us to incur other charges, such as severance expenses, restructuring charges or change of control payments, and substantial debt or other liabilities.
WEX Bank uses collectively brokered and non-brokered deposits, including certificates of deposit and interest-bearing money-market deposits, in addition to custodial HSA cash assets to finance its operations, which involves financing payments on behalf of our customers and funding our investment portfolio.
WEX Bank uses FHLB advances, collectively brokered and non-brokered deposits, including certificates of deposit and interest-bearing money-market deposits, in addition to custodial HSA cash assets to finance its operations, which involves financing payments on behalf of our customers and funding our investment portfolio.
The increasing complexity of this regulatory framework is likely to increase our compliance costs. Additionally, if we are found to have violated any of these requirements, we may be subject to civil penalties and, in some cases, private litigation.
The evolving complexity of this regulatory framework is likely to increase our compliance costs. Additionally, if we are found to have violated any of these requirements, we may be subject to civil penalties and, in some cases, private litigation.
Our ability to repurchase shares will depend upon, among other factors, our cash balances and potential future capital requirements for strategic transactions, our results of operations, our financial condition and other factors beyond our control that we may deem relevant.
Our ability to repurchase shares in the future will depend upon, among other factors, our cash balances and potential future capital requirements for strategic transactions, our results of operations, our financial condition and other factors beyond our control that we may deem relevant.
We may not be successful in developing modifications, enhancements, and improvements, in bringing them to market quickly or cost-effectively in response to market demands, or at modifying our platform to remain compliant with applicable legal and regulatory requirements.
We may not be successful in developing modifications, enhancements, and improvements, in bringing them to market quickly or cost-effectively in response to market demands, or at modifying our platform to remain competitive with peers and compliant with applicable legal and regulatory requirements.
The Company may issue secured and unsecured debt to finance a portion of our share repurchases. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements, and other relevant factors.
The Company may issue secured and unsecured debt to finance a portion of any future share repurchases. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements, and other relevant factors.
The continued adoption of alternative fuel and hybrid vehicles by our customers or others, an increase in the speed at which such adoption occurs, or any material increase in the use of alternative fuel vehicles in heavier duty vehicle fleets, such as over-the-road truck fleets, would lead to less gasoline or diesel fuels being sold and could affect our financial performance.
In addition, further adoption of alternative fuel and hybrid vehicles by our customers or others, an increase in the speed at which such adoption occurs, or any material increase in the use of alternative fuel vehicles in heavier duty vehicle fleets, such as over-the-road truck fleets, would lead to less gasoline or diesel fuels being sold and could affect our financial performance.
An acquisition may also cause adverse tax consequences or substantial depreciation and amortization or deferred compensation charges, may include substantial contingent consideration payments or other compensation that could reduce our earnings during the quarter in which incurred, or may not generate sufficient financial return to offset acquisition costs. These expenses, charges or payments may adversely affect our operating results.
A transaction may also cause adverse tax consequences or substantial depreciation and amortization or deferred compensation charges, may include substantial contingent consideration payments or other compensation that could reduce our earnings during the quarter in which incurred, or may not generate sufficient financial return to offset acquisition costs. These expenses, charges or payments may adversely affect our operating results.
In addition to our outstanding debt, as of December 31, 2024, we had outstanding letters of credit issued under our Credit Agreement. We have additional indebtedness in the form of deposits held by WEX Bank and other liabilities outstanding.
In addition to our outstanding debt, as of December 31, 2025, we had outstanding letters of credit issued under our Credit Agreement. We have additional indebtedness in the form of deposits held by WEX Bank and other liabilities outstanding.
Finally, private businesses, including vehicle manufacturers, are increasingly taking proactive steps to control or limit GHG emissions, including by producing and/or purchasing vehicles that operate fully using alternative fuels or hybrid EVs.
Finally, many private businesses, including vehicle manufacturers, are increasingly taking proactive steps to control or limit GHG emissions, including by producing and/or purchasing vehicles that operate fully using alternative fuels, electricity or hybrid EVs.
Additionally, other investors in these entities may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve.
Additionally, other investors in these entities or the entities themselves may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve.
The possibility of violations of the FCPA, UKBA or other similar laws or regulations may increase as we expand globally and into countries with recognized corruption problems. Legislation and regulation of, and private business actions related to climate change issues, including the reduction of GHG emissions could adversely affect our business.
The possibility of violations of the FCPA, UKBA or other similar laws or regulations may increase as we expand globally and into countries with recognized corruption problems. Legislation and regulation of, and private business actions related to sustainability issues, including as to climate-related disclosure and the reduction of GHG emissions could adversely affect our business.
Many auto and truck manufacturers have announced plans to electrify a portion of their fleet over the next decade and we expect the trend toward use of hybrid EVs continues to grow.
Many auto and truck manufacturers have announced plans to electrify a portion of their fleet over the next decade and we expect the trend toward use of EVs and hybrid EVs to continue to grow.
From time to time, we divest businesses, for a variety of reasons. We may not be able to complete desired or proposed divestitures on favorable terms. Gains or losses on the sales of, or lost operating income from, any such businesses could impact our future growth and profitability.
From time to time, we divest businesses, for a variety of reasons. We may not be able to complete desired or proposed divestitures, at all, or may not be able to complete them on favorable terms. Gains or losses on the sales of, or lost operating income from, any such businesses could impact our future growth and profitability.
The issuance of additional regulatory or accounting guidance related to the 2017 Tax Act, or other Congressional or executive actions in the U.S. by the new administration could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods.
The issuance of additional regulatory or accounting guidance related to the 2017 Tax Act, or other Congressional or executive actions in the U.S. could materially increase our tax obligations and significantly impact our effective tax rate in the period such guidance is issued or such actions take effect, and in future periods.
Further, regulatory changes or non-compliance of an issuer with regulatory requirements, could impair or require us to stop providing Mastercard or Visa payment services in the applicable jurisdictions.
Additionally, regulatory changes or non-compliance of an issuer with regulatory requirements, could impair or require us to stop providing Mastercard or Visa payment services in the applicable jurisdictions.
WEX Bank, as an institution insured by the FDIC, must maintain certain capital ratios, paid-in capital minimums and adequate allowances for loan losses. Under the Dodd-Frank Act, we are also required to serve as a source of financial strength for WEX Bank.
WEX Bank, as an institution insured by the FDIC, must maintain certain capital ratios, paid-in capital minimums and adequate allowances for expected credit losses. Under the Dodd-Frank Act, we are also required to serve as a source of financial strength for WEX Bank.
Such challenges and changes may lead to uncertainty and unpredictability in the U.S. health care market, which may materially affect the availability and cost of health coverage, the viability of health care providers and health benefit plans, and the proportion of persons in the U.S. who have health insurance, the distribution between privately funded and government funded health insurance, and the future demand for, and profitability of, the offerings of our health-related business under our current business model, which could adversely affect our business.
Any future changes and resulting challenges may lead to uncertainty and unpredictability in the U.S. health care market, which may materially affect the availability and cost of health coverage, the viability of health care providers and health benefit plans, and the proportion of persons in the U.S. who have health insurance, the distribution between privately funded and government funded health insurance, and the future demand for, and profitability of, the offerings of our health and benefits-related business under our current business model, which could adversely affect our business.
If WEX Inc. should fail to comply with the Treasury Regulations, including the net worth and administration of fiduciary duties requirements, such failure would materially and adversely affect its ability to maintain its current custodial accounts and to grow by adding additional 41 Table of Contents PART I custodial accounts, and it could result in the institution of procedures for the revocation of its authorization to operate as a non-bank custodian, any or all of which could materially adversely affect our business, financial condition, or results of operations.
If WEX Inc. should fail to comply with the Treasury Regulations, including the net worth and administration of fiduciary duties requirements, such failure would materially and adversely affect its ability to maintain its current custodial accounts and to grow by adding additional custodial accounts, and it could result in the institution of procedures for the revocation of its authorization to operate as a non-bank custodian, any or all of which could materially adversely affect our business, financial condition, or results of operations.
Under the GLBA, and some U.S. state laws, WEX Bank is required to maintain a comprehensive written information security program that includes administrative, technical and physical safeguards relating to consumer information. This requirement generally does not extend to information about companies or about individuals who obtain financial products or services for business, commercial, or agricultural purposes.
Under the GLBA, and some U.S. state laws, WEX Bank is required to develop, implement, and maintain a comprehensive written information security program that includes administrative, technical and physical safeguards relating to customer information. This requirement generally does not extend to information about companies or about individuals who obtain financial products or services for business, commercial, or agricultural purposes.
Our substantial indebtedness currently outstanding, or as may become outstanding if we incur additional indebtedness, and the terms and conditions of such indebtedness, could, among other things: • lead to difficulty in our ability to generate enough cash flow to satisfy our indebtedness obligations under our credit facilities, and if we fail to satisfy these indebtedness obligations, an event of default could result; • require us to dedicate a substantial portion of our cash flow to repaying our indebtedness, thus reducing the amount of funds available to execute on our corporate strategy, to fund working capital or capital expenditures or for other general corporate purposes; • increase our leverage ratio and limit our ability to borrow additional funds necessary for working capital, capital expenditures or other general corporate purposes; • increase our vulnerability to adverse general economic or industry conditions; • place us at a competitive disadvantage relative to our competitors that have less indebtedness or better access to capital, by, for example, limiting our ability to enter into new markets, upgrade our assets or pursue acquisitions or other business opportunities; and • limit our flexibility in planning for, or reacting to changes in, our business.
Our substantial indebtedness currently outstanding, or as may become outstanding if we incur additional indebtedness, and the terms and conditions of such indebtedness, could, among other things: • lead to difficulty in our ability to generate enough cash flow to satisfy our indebtedness obligations under our credit facilities, and if we fail to satisfy these indebtedness obligations, an event of default could result; • require us to dedicate a substantial portion of our cash flow to repaying our indebtedness, thus reducing the amount of funds available to execute on our corporate strategy, to fund working capital or capital expenditures or for other general corporate purposes; • increase our interest expense materially, if interest rates rise as debt under the Credit Agreement bears interest at variable rates; • increase our leverage ratio and limit our ability to borrow additional funds necessary for working capital, capital expenditures or other general corporate purposes; • increase our vulnerability to adverse general economic or industry conditions; • place us at a competitive disadvantage relative to our competitors that have less indebtedness or better access to capital, by, for example, limiting our ability to enter into new markets, upgrade our assets or pursue acquisitions or other business opportunities; and • limit our flexibility in planning for, or reacting to changes in, our business.
We have incurred, and may incur in the future, impairment charges on goodwill or other intangible assets. Our goodwill resides in multiple reporting units and the profitability of these individual reporting units may suffer periodically from downturns in customer demand or other economic factors.
We have incurred, and may incur in the future, impairment charges on goodwill or other long-lived assets. Our goodwill resides in multiple reporting units and the profitability of these individual reporting units may suffer periodically from downturns in customer demand or other economic factors.
The products that WEX Health’s software and payment solutions support are subject to various state and federal laws, including the Health Care Reform laws, which have been subject to persistent political pressure to be modified or repealed. As a result, the U.S. healthcare laws and regulations are evolving and may change significantly in the future.
The products that WEX Health’s software and payment solutions support are subject to various state and federal laws, including the Health Care Reform laws, which have been subject to persistent political pressure to be modified or repealed, and certain Medicare reporting rules. As a result, the U.S. healthcare laws and regulations are evolving and may change significantly in the future.
Although we use various models and techniques to screen potential counterparties and establish appropriate credit limits, these models and techniques cannot eliminate all potential credit risks and may not prevent us from approving applications that are fraudulently completed and submitted.
Although we use various models and techniques to screen potential counterparties and establish appropriate credit limits, these models and techniques cannot eliminate all potential credit risks and may not prevent us from, among other things, approving applications that are fraudulently completed and submitted.
If any material adverse event were to affect one or more of these depository partners, including a significant decline in financial condition, a decline in the quality of service, loss of deposits, inability to comply with 33 Table of Contents PART I applicable banking and financial services regulatory requirements, systems failure, or its inability to return principal or pay interest thereon, our business, financial condition, or results of operations could be materially and adversely affected.
If any material adverse event were to affect one or more of these depository partners, including a significant decline in financial condition, a decline in the quality of service, loss of deposits, inability to comply with applicable banking and financial services regulatory requirements, systems failure, or its inability to return principal or pay interest thereon, our business, financial condition, or results of operations could be materially and adversely affected.
Regulation • Existing and new laws and regulations and enforcement activities, could negatively impact our business, limit our expansion opportunities and significantly impact our results of operations and financial condition. • Laws or regulations developed in one jurisdiction or for one product could result in new laws or regulations in other jurisdictions or for other products. • Changes in our tax rates, the adoption of new legislation or exposure to additional tax liabilities could affect our results. • As a non-bank custodian WEX Inc. is subject to regulation and noncompliance could render it unable to maintain its status. • Evolution and expansion of our business may subject us to additional regulatory requirements and other risks, for which failure to comply or adapt could harm our operating results. • Our increased presence in foreign jurisdictions increases the possibility of foreign law violations. • Legislation and regulation of, and private actions related to climate change issues could adversely affect our business.
Regulation • Existing and new laws and regulations and enforcement activities, could negatively impact our business, limit our expansion opportunities and significantly impact our results of operations and financial condition. • Laws or regulations developed in one jurisdiction or for one product could result in new laws or regulations in other jurisdictions or for other products. • Changes in our tax rates, the adoption of new legislation or exposure to additional tax liabilities could affect our results. • As a non-bank custodian WEX Inc. is subject to regulation and noncompliance could render it unable to maintain its status. 23 Table of Contents PART I • Evolution and expansion of our business may subject us to additional regulatory requirements and other risks, for which failure to comply or adapt could harm our operating results. • Our increased presence in foreign jurisdictions increases the possibility of foreign law violations. • Legislation and regulation of, and private actions related to sustainability issues could adversely affect our business.
In addition, while we believe that the expected future cash flows resulting from the use of our other intangible assets exceeds the carrying value of such assets, material changes in business strategy, customer attrition in excess of expectations, or technological obsolescence could result in impairment losses and/or an acceleration of amortization expense.
In addition, while we believe that the expected future cash flows resulting from the use of our other long-lived assets exceeds the carrying value of such assets, material changes in business strategy, customer attrition in excess of expectations, or technological obsolescence could result in impairment losses and/or an acceleration of amortization or depreciation expense.
We have developed robust systems and processes that are designed to protect our data and customer data and to prevent data loss and other security breaches, and we will continue to expend significant additional resources to bolster these protections. However, these security measures cannot provide absolute security and may be insufficient, circumvented or become obsolete.
We have developed robust systems and processes that are designed to protect our data and customer data and to prevent data loss and other security breaches, and we will continue to expend significant additional resources to bolster these protections. However, these security measures cannot provide absolute security and may be insufficient, circumvented or become obsolete in response to evolving threats.
Accordingly, a substantial amount of our Company’s total revenue is generated through the purchase and/or sale of fuel, making our revenues in this segment subject to the demand for and supply of fuel and historically volatile fuel prices.
Accordingly, a substantial amount of our Company’s total revenue is generated as a result of the purchase and/or sale of fuel, making our revenues in this segment subject to the demand for and supply of fuel and historically volatile fuel prices.
As a non-bank custodian, WEX Inc. relies on various federally insured depository partners, including WEX Bank, to hold custodial cash assets.
As a non-bank custodian, WEX Inc. relies on various federally insured depository partners, primarily WEX Bank, to hold custodial cash assets.
Because our business is currently heavily reliant on the level of transactions involving gasoline and diesel fuels, existing or future laws or regulations or business actions related to GHGs and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if any of the same serve to reduce demand for gasoline and diesel fuels and we do not or are unable to develop products or relationships to adapt to such potential events.
Because our business is currently heavily reliant on the level of transactions involving gasoline and diesel fuels, existing or future laws or regulations or business actions related to sustainability and GHG emissions, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if any of the same serve to reduce demand for gasoline and diesel fuels and we do not or are unable to develop products or relationships to adapt to such potential events.
Fewer gallons sold equates to a lower total 26 Table of Contents PART I purchase price of fuel on which our negotiated percentage revenue is determined. Our revenues, particularly in the over-the-road business, are also dependent, in part, on a flat fee derived from each fuel purchase transaction.
Fewer gallons sold equates to a lower total purchase price of fuel on which our negotiated percentage revenue is determined. Our revenues, particularly in the over-the-road business, are also dependent, in part, on a flat fee derived from each fuel purchase transaction.
Such events could also affect our ability to raise capital to fund future business initiatives. We may not realize the anticipated long-term stockholder value of our share repurchase programs, and there can be no assurance that we will repurchase shares or that we will repurchase shares at favorable prices, which may negatively affect our stock price.
Such events could also affect our ability to raise capital to fund future business initiatives. 47 Table of Contents PART I We may not realize the anticipated long-term stockholder value of our share repurchase programs, and there can be no assurance that we will repurchase shares or that we will repurchase shares at favorable prices, which may negatively affect our stock price.
WEX Bank's ILC charter enables it to issue certificates of deposit, accept money market deposits and borrow on federal funds lines of credit from other banks, which we believe provides us access to lower cost funds than many of our competitors, thus helping us to offer competitive products to our customers.
WEX Bank's ILC charter enables it to issue certificates of deposit, accept 34 Table of Contents PART I money market deposits and borrow on federal funds lines of credit from other banks, which we believe provides us access to lower cost funds than many of our competitors, thus helping us to offer competitive products to our customers.
In addition, interchange fees are continually the subject of intense legal, regulatory, and legislative scrutiny and competitive pressures in the markets in which we operate, any of which could result in interchange fees being limited, lowered, or eliminated altogether in any given jurisdiction in the future.
In addition, the credit card industry and specifically interchange fees are continually the subject of intense legal, regulatory, and legislative scrutiny and competitive pressures in the markets in which we operate, any of which could result in interchange fees being limited, lowered, or eliminated altogether in any given jurisdiction in the future.
In rising interest rate environments WEX Bank’s deposit costs would rise as certificates of deposit and interest-bearing money market deposits mature and are replaced or repriced at higher interest rates to the extent they are needed.
In rising interest rate environments WEX Bank’s FHLB borrowing costs as well as deposit costs would rise as FHLB borrowings, certificates of deposit and interest-bearing money market deposits mature and are replaced or repriced at higher interest rates to the extent they are needed.
Such amount outstanding includes obligations under (i) our Credit Agreement, which consists of a tranche A-1 term loan facility, a tranche B-2 term loan facility, and a secured revolving credit facility, and (ii) securitized and participation debt and advances from the FHLB.
Such amount outstanding includes obligations under (i) our Credit Agreement, which consists of a tranche A-1 term loan facility, a tranche B-2 term loan facility, a tranche B-3 term loan facility and a secured revolving credit facility, (ii) the Senior Notes and (iii) securitized and participation debt and advances from the FHLB.
In Europe and the United Kingdom, the GDPR and the UK GDPR also require additional privacy protections and applies to all companies processing data of EU/UK residents, regardless of the company’s location.
In Europe and the United Kingdom, the GDPR and the UK GDPR also require additional privacy protections and apply to all companies processing the personal data of EU/UK residents, regardless of the company’s location.
For instance, we may experience some attrition in the number of clients serviced by the acquired business or fail to expand the number of clients serviced by the acquired business at the expected rate, causing us to not achieve the forecasted revenues and profits from an acquisition or to not achieve the level of synergies that we anticipated when entering into an acquisition.
For instance, we may experience some attrition in the number of clients serviced by the acquired business or fail to expand the number of clients serviced by the acquired business or assets at the expected rate, causing us to not achieve the forecasted revenues and profits from a transaction or to not achieve the level of synergies that we anticipated when entering into the transaction.
If these entities seek additional financing, such financing or other transactions may result in further dilution of our ownership 32 Table of Contents PART I stakes and such transactions may occur at lower valuations than the investment transactions through which we acquired such interests, which could significantly decrease the fair values of our investments in those entities.
If these entities seek additional financing, such financing or other transactions may result in further dilution of our ownership stakes and such transactions may occur at lower valuations than the investment transactions through which we acquired such interests, which could significantly decrease the fair values of our investments in those entities.
In addition, a significant credit rating downgrade, material capital market disruptions, significant reductions to or withdrawals of HSA cash assets, or significant withdrawals 35 Table of Contents PART I by depositors at WEX Bank, among other things, could impact our ability to maintain adequate liquidity and impact our ability to provide competitive offerings to our customers.
In addition, a significant credit rating downgrade, material capital market disruptions, significant reductions to or withdrawals of HSA cash assets, or significant withdrawals by depositors at WEX Bank, among other things, could impact our ability to maintain adequate liquidity and impact our ability to provide competitive offerings to our customers.
Moreover, how AI is used is the subject of evolving review by various U.S. regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and state regulatory agencies and attorneys general.
Moreover, AI usage is the subject of evolving review by various U.S. regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and state regulatory agencies and attorneys general.
The risks and uncertainties discussed below also include forward-looking statements and our actual results may differ materially from those discussed in these forward-looking statements. 23 Table of Contents PART I Risk Factor Summary Investment in our securities involves risk. Below is a summary of what we believe to be the principal risks facing our business.
The risks and uncertainties discussed below also include forward-looking statements and our actual results may differ materially from those discussed in these forward-looking statements. Risk Factor Summary Investment in our securities involves risk. Below is a summary of what we believe to be the principal risks facing our business.
We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or other similar agencies. In addition, our investment portfolio includes investments in securities of certain banking and financial organizations.
We regularly maintain domestic cash deposits in FDIC insured banks, which exceed the FDIC insurance limits. We also maintain cash deposits in foreign banks where we operate, some of which are not insured or are only partially insured by the FDIC or other similar agencies. In addition, our investment portfolio includes investments in securities of certain banking and financial organizations.
As we have increased the number of platforms as well as the size of our networks and information systems, our reliance on these technologies has become increasingly important to our operating activities. The potential negative impact that a platform, network or information system shutdown may have on our operating activities has increased.
As we have increased the number of platforms as well as the size of 45 Table of Contents PART I our networks and information systems, our reliance on these technologies has become increasingly important to our operating activities. The potential negative impact that a platform, network or information system shutdown may have on our operating activities has increased.
In addition, high profile data breaches could change consumer behaviors, impact our ability to access data to make product offers and credit decisions, result in legislation and additional regulatory requirements, and result in increases in our compliance and monitoring costs.
In addition, high profile data breaches could change consumer behaviors, impact our ability to access data to make product offers and credit decisions, result in new or expanded legislation and regulatory requirements, and result in increases in our compliance and monitoring costs.
Moreover, our due diligence review may not adequately uncover all of the contingent, undisclosed, or previously unknown liabilities or risks we may incur as a consequence of the acquisition, exposing us to potentially significant, unanticipated costs, integration challenges, as well as potential impairment charges.
Moreover, our due diligence review may not adequately uncover all of the contingent, undisclosed, or previously unknown liabilities or issues we may incur or face as a consequence of the transaction, exposing us to potentially significant, unanticipated costs, integration challenges, as well as potential impairment charges.
We may incur significant expenses in defending ourselves in any proceedings and may be required to pay damage awards or settlements or become subject to equitable remedies that adversely affect our operations and financial statements. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses.
We may incur significant expenses in defending ourselves in any proceedings and may be required to pay damage awards or settlements or become subject to equitable remedies that adversely affect our operations and financial statements. 33 Table of Contents PART I Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses.
WEX Bank • The loss or suspension of WEX Bank’s ILC, changes in applicable regulatory requirements, or an increase in the number or type of institutions eligible for an ILC could be disruptive to our operations, increase costs, and increase competition. • WEX Bank is subject to extensive supervision and regulation that could restrict our activities and impose financial requirements or limitations on the conduct of our business and limit our ability to generate income. • Conditions in the economy or other markets may have a negative impact on WEX Bank’s ability to attract deposits. • WEX Bank’s cost of capital has increased and may continue to increase. • WEX Bank is subject to funding risks associated with its reliance on brokered deposits. 24 Table of Contents PART I • If WEX Bank fails to meet certain criteria, WEX Inc. may become subject to the Bank Holding Company Act. • WEX Bank’s results may be affected by market fluctuations and significant changes in the value of financial instruments.
WEX Bank • The loss or suspension of WEX Bank’s ILC, changes in applicable regulatory requirements, or an increase in the number or type of institutions eligible for an ILC or to be authorized to conduct activities typically reserved for ILCs and other bank entities could be disruptive to our operations, increase costs, and increase competition. • WEX Bank is subject to extensive supervision and regulation that could restrict our activities and impose financial requirements or limitations on the conduct of our business and limit our ability to generate income. • Conditions in the economy or other markets may have a negative impact on WEX Bank’s ability to attract deposits. • WEX Bank’s cost of capital has increased and may continue to increase. • WEX Bank is subject to funding risks associated with its reliance on brokered deposits and advances from the FHLB. • If WEX Bank fails to meet certain criteria, WEX Inc. may become subject to the Bank Holding Company Act. • WEX Bank’s results may be affected by market fluctuations and significant changes in the value of financial instruments.
For example, although we cannot predict the duration or severity of impact, the ongoing conflicts in Europe and the Middle East, and the resulting sanctions and military actions, have significantly impacted and will likely continue to impact volatility in worldwide fuel prices.
For example, although we cannot predict the duration or severity of impact, the imposition and threatened imposition of tariffs and the ongoing conflicts and instability in Venezuela, Europe and the Middle East, and resulting sanctions and military actions, have significantly impacted and will likely continue to impact volatility in worldwide fuel prices.
In addition, such investments are non-marketable and illiquid at the time of our initial investment, and the financial success and appreciation of our investment may be dependent on a liquidity event, such as a public offering, acquisition or other favorable market event.
In addition, such investments are non-marketable and illiquid at the time of our initial investment and for some indeterminate period thereafter, and the financial success and appreciation of our investment may be dependent on a liquidity event, such as a public offering, acquisition or other favorable market event.
Accordingly, in a soft fuel demand environment — which could be caused by a number of factors beyond our control, including higher prices, general local, regional, or worldwide economic conditions, public health crises, decreased demand for trucking and freight hauling services and governmental regulations and legislation, including those pertaining to GHG and fuel efficiency standards — fewer transactions occur, resulting in less revenue to us.
Accordingly, in a soft fuel demand environment — which could be caused by a number of factors beyond our control, including higher prices, general local, regional or worldwide economic conditions, public health crises, decreased demand for trucking and freight hauling services, such as the current freight demand recession in the United States, and governmental regulations and legislation, including those pertaining to GHG emissions and fuel efficiency standards — fewer transactions occur, resulting in less revenue to us.
Other countries in which we operate or have operated, including Brazil, and other countries where we intend to operate, also have anti-corruption laws, which we are, have been or will be subject to. 42 Table of Contents PART I Our employees and agents interact with government officials on our behalf, including as necessary to obtain licenses and other regulatory approvals necessary to operate our business.
Other countries in which we operate or have operated, including Brazil, and other countries where we intend to operate, also have anti-corruption laws, which we are, have been or will be subject to. Our employees and agents interact with government officials on our behalf, including as necessary to obtain licenses and other regulatory approvals necessary to operate our business.
In recent years, there have been significant regulatory reviews and actions taken by the United States and other regulators related to anti-bribery laws, and the trend appears to be applying greater scrutiny around payments to, and relationships with, foreign entities and individuals, and companies’ controls and procedures related to compliance with anti-bribery laws.
In recent years, there have been significant regulatory reviews and actions taken by the United States and other regulators related to anti-bribery laws, and the trend appears to be applying greater scrutiny around payments to, and 42 Table of Contents PART I relationships with, foreign entities and individuals, and companies’ controls and procedures related to compliance with anti-bribery laws.
While we take commercially appropriate steps to safeguard data used by and contained on the systems of our partners, customers and vendors, we cannot control all access to those systems and they are therefore subject to the risk of cyberattacks and fraud.
While we take commercially appropriate steps to safeguard data used by and contained on 44 Table of Contents PART I the systems of our partners, customers and vendors, we cannot control all access to those systems and they are therefore subject to the risk of cyberattacks and fraud.
If more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state level, our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential liability for security and data privacy breaches may increase, all of which could have a material adverse effect on our business, financial condition and operating results.
If more restrictive privacy laws or rules are adopted by authorities in the future on the federal, state or international level, our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential exposure to regulatory enforcement, litigation and liability arising from security and data privacy breaches may increase, all of which could have a material adverse effect on our business, financial condition and operating results.
Further, a banking regulator may determine that the payment of dividends or other payments, including payments under the Master Service Agreement, 36 Table of Contents PART I would be inappropriate and could impose other conditions on the payment of dividends or such other payments or even prohibit their payment.
Further, a banking regulator may determine that the payment of dividends or other payments, including payments under the Master Service Agreement, would be inappropriate and could impose other conditions on the payment of dividends or such other payments or even prohibit their payment.
" and Item 1A – Risk Factors – " Legislation and regulation of, and private business actions related to climate change issues, including the reduction of GHG emissions could adversely affect our business.
" and Item 1A – Risk Factors – " Legislation and regulation of, and private business actions related to sustainability issues, including as to climate-related disclosure and the reduction of GHG emissions could adversely affect our business.
Historically, we have been able to provide customers with a wide spectrum of services and capabilities and, therefore, we have not considered price to be the exclusive or even the primary basis on 30 Table of Contents PART I which we compete.
Historically, we have been able to provide customers with a wide spectrum of services and capabilities and, therefore, we have not considered price to be the exclusive or even the primary basis on which we compete.
For additional information regarding the 2023 Order please see Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Matters .
For additional information regarding the 2023 Order please see Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations - 39 Table of Contents PART I Regulatory Matters .
These factors include, but are not limited to: • domestic and foreign supply and demand for oil and gas, and market expectations regarding such supply and demand; • the demand for trucking and freight hauling services; • investor speculation in commodities; • actions by major oil exporting nations, including members of the Organization of Petroleum Exporting Countries, and the ability of the same to maintain oil price and production controls; • level of domestic and foreign oil production; • advances in oil production technologies; • excess, or alternatively, lack of adequate, infrastructure; • geo-political conditions, including revolution, insurgency, environmental activism, terrorism, or war, such as, the ongoing conflicts in Europe and the Middle East; • oil refinery capacity and utilization rates; • weather, including climate change and natural disasters; • the value of the U.S. dollar (or other relevant currencies) versus other major currencies; • unexpected public health events like the COVID-19 pandemic; • general local, regional, or worldwide economic conditions; • taxes and tariffs; and • governmental regulations and legislation, including those pertaining to greenhouse gases (“GHG”) and fuel efficiency standards.
These factors include, but are not limited to: • domestic and foreign supply and demand for oil and gas, and market expectations regarding such supply and demand; • the demand for commercial, trucking and freight hauling services; • investor speculation in commodities; • actions by major oil exporting nations, including members of the Organization of Petroleum Exporting Countries, and the ability of the same to maintain oil price and production controls; • level of domestic and foreign oil production; • advances in oil production technologies; • excess, or alternatively, lack of adequate, infrastructure; • the speed of adoption or a material change in the use of alternative fuel and hybrid vehicles; • geo-political conditions, including revolution, insurgency, environmental activism, terrorism, war or international conflicts, such as, the ongoing conflicts and instability in Venezuela, Europe and the Middle East; • oil refinery capacity and utilization rates; • weather, including climate change and natural disasters; • the value of the U.S. dollar (or other relevant currencies) versus other major currencies; • unexpected public health events; • general local, regional, or worldwide economic conditions, including heightened international trade tensions; • taxes and tariffs; and • governmental regulations and legislation, including those pertaining to greenhouse gases (“GHG”) and fuel efficiency standards.
If WEX Bank were to fail to meet any of the capital requirements to which it is subject, or if required under Dodd-Frank’s source of strength requirements, we may be forced to provide WEX Bank with additional capital, which could impair our ability to service our indebtedness or may not be permitted under the terms of our Credit Agreement.
If WEX Bank were to require funds to meet any of the capital requirements to which it is subject, or if required under Dodd-Frank’s source of strength requirements, we may be forced to provide WEX Bank with additional capital, as we have in the past, which could impair our ability to service our indebtedness or may not be permitted under the terms of our Credit Agreement.
WEX Bank is subject to funding risks associated with its reliance on brokered deposits. As of December 31, 2024, the most recent FDIC exam report categorized WEX Bank as “well capitalized” under the regulatory framework for prompt corrective action.
WEX Bank is subject to funding risks associated with its reliance on brokered deposits and advances from the FHLB. As of December 31, 2025, the most recent FDIC exam report categorized WEX Bank as “well capitalized” under the regulatory framework for prompt corrective action.
Unpredictable events, including events such as public health crises like the COVID-19 pandemic or other contagious outbreaks, political unrest, war, including the ongoing conflicts in Europe and the Middle East, terrorist attacks, power or technological failures, natural disasters or catastrophes (such as wildfires or hurricanes) and severe weather, including conditions arising from climate change, which have been increasing in frequency and severity, could interrupt our operations by causing disruptions in global markets, economic conditions, fuel supply or demand, travel and tourism, and the use of health care services.
Unpredictable events, including events such as public health crises, political unrest, war or international conflicts, including the ongoing conflicts and resulting instability in Venezuela, Europe and the Middle East, terrorist attacks, power or technological failures, natural disasters or catastrophes (such as wildfires or hurricanes) and severe weather, including conditions arising from climate change, which have been increasing in frequency and severity, could interrupt our operations by causing disruptions in global markets, economic conditions, fuel supply or demand, travel and tourism, and the use of health care services.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFurthermore, the crisis management team, in conjunction with members of senior management will determine whether to engage third parties, including outside counsel, consultants, law enforcement and external forensic firms, to provide support in the assessment of and response to the incident.
Biggest changeFurthermore, the crisis management team, in conjunction with members of senior management will determine whether to engage third parties, including outside counsel, consultants, law enforcement and external forensic firms, to provide support in the assessment of and response to the incident. 49 Table of Contents PART I Additionally, we have policies and procedures in place to help oversee and identify material risks from cybersecurity threats associated with third-party service providers.
As part of the annual review process, the Company engages external auditors to assess compliance with SOC2/SOC1, SOX, PCI-DSS and HITRUST, in addition to engaging an independent third party to conduct penetration testing and an overall risk assessment.
As part of the annual review process, the Company engages external auditors to assess compliance with SOC2/SOC1, SOX, PCI-DSS, HITRUST, DORA, FFIEC and RPAA in addition to engaging an independent third party to conduct penetration testing and an overall risk assessment.
To perform this function, the Technology Committee, in addition to annually receiving and reviewing the results of the Global Information Security Program assessment, receives quarterly reports from the Company’s CISO, who presents a threat matrix, an overall analysis of our cyber health, as well as any recent threat activity.
To perform its oversight functions, the Technology Committee, in addition to annually receiving and reviewing the results of the Global Information Security Program assessment, receives quarterly reports from the Company’s CISO, who presents a threat matrix, an overall analysis of our cyber health, as well as any recent threat activity.
In addition, members of senior management, including the Chief Technology Officer (“CTO”), the CISO, and the Chief Legal Officer (“CLO”) correspond directly with, or present to, the full board of directors, the Audit Committee, and/or the Technology Committee, regarding issues or risks relating to cybersecurity matters as the case may 49 Table of Contents PART I be.
In addition, members of senior management, including the Chief Technology Officer (“CTO”), the CISO, and the Chief Legal Officer (“CLO”) correspond directly with, or present to, the full board of directors, the Audit Committee, and/or the Technology Committee, regarding issues or risks relating to cybersecurity matters as the case may be.
Our efforts to implement robust security measures and comply with applicable data protection laws are costly and time-consuming and they cannot provide absolute security against cyberattacks, security breaches or unauthorized access. ”
Our efforts to implement 50 Table of Contents PART I robust security measures and comply with applicable data protection laws are costly and time-consuming and they cannot provide absolute security against cyberattacks, security breaches or unauthorized access. ”
Our Global Information Security 48 Table of Contents PART I Program is designed to maintain compliance with various regulatory requirements and certification standards, including those under HIPAA, HITECH, PCI, ISO, SOC and SOX, as we aim to have world-wide, generally accepted, best practices.
Our Global Information Security Program is designed to maintain compliance with various regulatory requirements and certification standards, including those under HIPAA, HITECH, PCI, ISO, SOC, SOX, DORA, FFIEC and RPAA as we aim to have world-wide, generally accepted, best practices.
Removed
Additionally, we have policies and procedures in place to help oversee and identify material risks from cybersecurity threats associated with third-party service providers.
Added
In addition, the Technology Committee reviews the Company’s use and development of artificial intelligence to help ensure alignment with the Company’s AI Governance Framework and applicable legal and ethical obligations. WEX has established an AI Systems & Model Governance Committee, comprised of representatives from key functional areas of the organization, including risk, compliance, privacy, security, and technology.
Added
This governance structure is designed to foster a culture of responsible AI innovation by promoting transparency, accountability, fairness, and security in all AI-related activities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding certain material legal proceedings in which we are involved are incorporated by reference herein from the section titled “Litigation and Regulatory Matters” in Part II – Item 8 – Note 20, Commitments and Contingencies, to the consolidated financial statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 50 Table of Contents PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding certain material legal proceedings in which we are involved are incorporated by reference herein from the section titled “Litigation and Regulatory Matters” in Part II – Item 8 – Note 19, Commitments and Contingencies, to the consolidated financial statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 51 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table presents the Company’s common stock repurchases during each month of the fourth quarter of 2024: 51 Table of Contents PART II Total Number of Shares Purchased Average Price Paid per Share (1),(2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) October 1 - October 31, 2024: Final settlement of ASR (4) 187,498 187,498 Other shares repurchased 101,900 $ 176.65 101,900 $ 1,051,802,300 November 1 - November 30, 2024 368,268 $ 181.32 368,268 $ 985,028,490 December 1 - December 31, 2024 115,235 $ 184.28 115,235 $ 963,792,440 Total (5) 772,901 $ 181.09 772,901 (1) Includes commissions paid on stock repurchases.
Biggest changeThe following table presents the Company’s common stock repurchases during each month of the fourth quarter of 2025: Total Number of Shares Purchased Average Price Paid per Share (1),(2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) October 1 - October 31, 2025: — $ — — $ 173,880,812 November 1 - November 30, 2025 — $ — — $ 173,880,812 December 1 - December 31, 2025 — $ — — $ 173,880,812 Total — $ — — (1) Includes commissions paid on stock repurchases. 52 Table of Contents PART II (2) The Inflation Reduction Act of 2022 imposes a nondeductible one percent excise tax on the net value of certain stock repurchases.
Issuer Purchases of Equity Securities Under a share repurchase plan approved by our board of directors, through December 31, 2025, the Company is authorized to repurchase up to specified dollar values of shares of its common stock through open market purchases, privately negotiated transactions, accelerated share repurchase programs, issuer self-tender offers or other means pursuant to the share repurchase plan.
Issuer Purchases of Equity Securities Under a share repurchase plan approved by our board of directors, through December 31, 2025, the Company was authorized to repurchase up to specified dollar values of shares of its common stock through open market purchases, privately negotiated transactions, accelerated share repurchase programs, issuer self-tender offers or other means pursuant to the share repurchase plan.
The Company may issue secured or unsecured debt in order to finance share repurchases.
The Company may issue secured or unsecured debt in order to finance share repurchases. ITEM 6. [RESERVED]
As of February 13, 2025, the closing price of our common stock was $155.12 per share, there were 38.8 million shares of our common stock outstanding and there were 9 holders of record of our common stock.
As of February 6, 2026, the closing price of our common stock was $158.95 per share, there were 34.3 million shares of our common stock outstanding and there were 12 holders of record of our common stock.
The Company has certain restrictions on the dividends it may pay under its Credit Agreement, including pro forma compliance with a consolidated leverage ratio, testing consolidated funded indebtedness less (i) an amount up to $400.0 million of consolidated funded indebtedness due to permitted securitization transactions, (ii) the amount of consolidated funded indebtedness constituting the non-recourse portion of permitted factoring transactions, and (iii) an amount up to $500.0 million of unrestricted cash and cash equivalents denominated in U.S. dollars or other lawful currencies (provided that such other currencies are readily convertible to, and deliverable in, U.S. dollars) held by the Company and its subsidiaries (other than bank regulated subsidiaries) and maintaining Consolidated EBITDA of less than 2.75:1.00 for the most recent test period after such payment.
The consolidated leverage ratio tests consolidated funded indebtedness less (i) an amount up to $400.0 million of consolidated funded indebtedness due to permitted securitization transactions, (ii) the amount of consolidated funded indebtedness constituting the non-recourse portion of permitted factoring transactions, and (iii) an amount up to $500.0 million of unrestricted cash and cash equivalents denominated in U.S. dollars or other lawful currencies (provided that such other currencies are readily convertible to, and deliverable in, U.S. dollars) held by the Company and its subsidiaries (other than bank regulated subsidiaries).
Removed
On February 15, 2024, the Company’s board of directors authorized an amendment to its existing share repurchase program, expanding the total authorization from $650.0 million to $1.05 billion.
Added
The Company has certain restrictions on the dividends it may pay under its Credit Agreement, including maintaining compliance with a pro forma consolidated leverage ratio of less than 3:50:1:00 for the most recently completed test period after giving effect to such dividend payment.
Removed
Subsequently, on September 5, 2024, the Company’s board of directors authorized a further amendment to the share repurchase program under which up to an additional $1.0 billion worth of WEX’s common stock may be repurchased by the Company in the open market and through various other means pursuant to the share repurchase program, through December 31, 2025, expanding the total authorization from $1.05 billion to $2.05 billion.
Added
All dollar amounts presented exclude such excise taxes, as applicable. (3) Based on the amended share repurchase plan approved by our board of directors and announced on September 9, 2024 authorizing repurchases of up to a total of $2.05 billion through December 31, 2025. On January 1, 2026, the then existing share repurchase plan expired without extension or renewal.
Removed
(2) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible one percent excise tax on the net value of certain stock repurchases made after December 31, 2022. All dollar amounts presented exclude such excise taxes, as applicable.
Removed
(3) Values based on the share repurchase plan authorization in place as of December 31, 2024.
Removed
(4) On July 29, 2024, the Company entered into an ASR agreement with JPMorgan Chase Bank, National Association (“JPMorgan”) to repurchase an aggregate of $300.0 million of WEX’s common stock (the “2024 ASR”), and received an initial delivery of approximately 1.3 million shares during July 2024, representing approximately 80 percent of the total shares expected to be repurchased under the ASR agreement based on the closing price of the Company’s common stock of $180.44 on July 26, 2024.
Removed
On October 23, 2024 the 2024 ASR was early terminated and we settled the transactions contemplated by the 2024 ASR with JPMorgan, resulting in a final delivery of 187,498 shares of WEX’s common stock.
Removed
The total number of shares repurchased under the 2024 ASR was 1,517,580 at an average cost per share of $197.68, based on the daily volume-weighted average share price of WEX’s common stock during the term of the 2024 ASR.
Removed
(5) Total average price paid per share for the fourth quarter of 2024 excludes the shares received on final settlement of the 2024 ASR during the fourth quarter of 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOperating Expenses The following table compares line items within operating income and presents segment adjusted operating income and segment adjusted operating income margin for Corporate Payments: Twelve Months Ended December 31, Increase (Decrease) (in millions, except with respect to margin) 2024 2023 Amount Percent Cost of services Processing costs $ 77.4 $ 76.7 $ 0.7 1 % Service fees $ 11.7 $ 12.6 $ (1.0) (8) % Provision for credit losses $ 7.7 $ (4.7) $ 12.5 NM Operating interest $ 9.7 $ 9.4 $ 0.3 4 % Depreciation and amortization $ 32.4 $ 24.1 $ 8.3 34 % Other operating expenses General and administrative $ 58.9 $ 76.9 $ (18.0) (23) % Sales and marketing $ 59.9 $ 56.6 $ 3.3 6 % Depreciation and amortization $ 26.5 $ 26.2 $ 0.4 1 % 60 Table of Contents PART II Twelve Months Ended December 31, Increase (Decrease) (in millions, except with respect to margin) 2024 2023 Amount Percent Operating income $ 203.5 $ 219.1 $ (15.6) (7) % Segment adjusted operating income (1) $ 256.2 $ 277.2 $ (21.0) (8) % Segment adjusted operating income margin (2) 52.5 % 55.8 % (3.3) % (6) % (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.
Biggest changeOperating Expenses The following table compares line items within operating income and presents segment adjusted operating income and segment adjusted operating income margin for Corporate Payments: Twelve Months Ended December 31, Increase (Decrease) (in millions, except with respect to margin) 2025 2024 Amount Percent Cost of services Processing costs $ 77.6 $ 77.4 $ 0.1 — % Service fees $ 10.8 $ 11.7 $ (0.9) (8) % Provision for credit losses $ 15.5 $ 7.7 $ 7.8 101 % Operating interest $ 19.7 $ 9.7 $ 10.0 103 % Depreciation and amortization $ 37.1 $ 32.4 $ 4.7 14 % 60 Table of Contents PART II Twelve Months Ended December 31, Increase (Decrease) (in millions, except with respect to margin) 2025 2024 Amount Percent Other operating expenses General and administrative $ 49.6 $ 58.9 $ (9.3) (16) % Sales and marketing $ 75.2 $ 59.9 $ 15.3 25 % Depreciation and amortization $ 26.0 $ 26.5 $ (0.5) (2) % Operating income $ 166.0 $ 203.5 $ (37.5) (18) % Segment adjusted operating income (1) $ 213.3 $ 256.2 $ (43.0) (17) % Segment adjusted operating income margin (2) 44.7 % 52.5 % (7.9) % (15) % (1) See “Non-GAAP Financial Measures That Supplement GAAP Measures” later in this Item 7 for a reconciliation of total segment adjusted operating income to income before income taxes.
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.
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 for a reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.
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.
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.
Under share repurchase plans, 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.
(6) Under share repurchase plans, 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.
Additionally, the non-cash, mark-to-market adjustments on financial instruments are difficult to forecast accurately, making comparisons across historical and future quarters difficult to evaluate; • Net foreign currency gains and losses primarily result from the remeasurement to functional currency of cash, accounts receivable and accounts payable balances, certain intercompany notes denominated in foreign currencies and any gain or loss on foreign currency hedges relating to these items.
Additionally, the non-cash, mark-to-market adjustments on financial instruments are difficult to forecast accurately, making comparisons across historical and future quarters difficult to evaluate; • Net foreign currency gains and losses primarily result from the remeasurement to functional currency of cash, accounts receivable and accounts payable balances, certain intercompany transactions denominated in foreign currencies and any gain or loss on foreign currency hedges relating to these items.
The accounting policies that we believe are most dependent on the application of critical accounting estimates and assumptions, or those that are most important to the portrayal of our financial condition and operating results and require management’s most subjective judgments, are related to the determination of: • Credit loss reserves; • The valuation of the Company’s business combinations and asset acquisitions; • Goodwill impairment; and • Income taxes, in particular the recoverability of our deferred tax assets.
The accounting policies that we believe are most dependent on the application of critical accounting estimates and assumptions, or those that are most important to the portrayal of our financial condition and operating results and require management’s most subjective judgments, are related to the determination of: • Credit loss reserves; • The valuation of the Company’s business combinations; • Goodwill impairment; and • Income taxes, in particular the recoverability of our deferred tax assets.
Approximately 0.9 million shares of the Company’s common stock associated with the assumed conversion of the Convertible Notes (prior to repurchase and cancellation) was included in the calculation of adjusted net income per diluted share for the year ended December 31, 2023, as the effect of including such adjustments was dilutive.
Approximately 0.9 million shares of the Company’s common stock associated with the assumed conversion of the Convertible Notes (prior to repurchase and cancellation during August 2023) was included in the calculation of adjusted net income per diluted share for the year ended December 31, 2023, as the effect of including such adjustments was dilutive.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is presented in the following sections: • 2024 Highlights and Year in Review • Our Segments • Results of Operations • Application of Critical Accounting Estimates • Recently Adopted and New Accounting Standards • Liquidity and Capital Resources 2024 Highlights and Year in Review Company Highlights The following graphs present a comparative, summarized view of selected results.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is presented in the following sections: • 2025 Highlights and Year in Review • Our Segments • Results of Operations • Application of Critical Accounting Estimates • Recently Adopted and New Accounting Standards • Liquidity and Capital Resources 2025 Highlights and Year in Review Company Highlights The following graphs present a comparative, summarized view of selected results.
Concessions to certain customers experiencing financial difficulties may be granted and are generally 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 to customers experiencing financial difficulties during either 2024 or 2023.
Concessions to certain customers experiencing financial difficulties may be granted and are generally 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 to customers experiencing financial difficulties during either 2025 or 2024.
These amounts may increase or decrease during 2025 as we increase or decrease credit to customers, subject to appropriate credit reviews, as part of our lending product agreements. Many of these commitments are not expected to be utilized. We can adjust most of our customers’ credit lines at our discretion at any time.
These amounts may increase or decrease during 2026 as we increase or decrease credit to customers, subject to appropriate credit reviews, as part of our lending product agreements. Many of these commitments are not expected to be utilized. We can adjust most of our customers’ credit lines at our discretion at any time.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion below focuses on the factors affecting our consolidated results of operations for the years ended December 31, 2024 and 2023, financial condition at December 31, 2024 and 2023 and, when appropriate, factors that may affect our future financial performance, unless stated otherwise.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion below focuses on the factors affecting our consolidated results of operations for the years ended December 31, 2025 and 2024, financial condition at December 31, 2025 and 2024 and, when appropriate, factors that may affect our future financial performance, unless stated otherwise.
These purchase obligations do not include amounts recorded on our consolidated balance sheet as of December 31, 2024. On an ongoing basis, the Company works with suppliers on the timing of payments and delivery of purchase commitments. The expected timing of payments of our purchase obligations is estimated based on current information.
These purchase obligations do not include amounts recorded on our consolidated balance sheet as of December 31, 2025. On an ongoing basis, the Company works with suppliers on the timing of payments and delivery of purchase commitments. The expected timing of payments of our purchase obligations is estimated based on current information.
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 December 31, 2024. See Part II – Item 8 – Note 16, Financing and Other Debt, in this report for more information regarding these borrowing arrangements.
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 December 31, 2025. See Part II – Item 8 – Note 16, Financing and Other Debt, in this report for more information regarding these borrowing arrangements.
Such assets include processing platforms and related infrastructure, acquired developed technology intangible assets and other similar asset types. Other Operating Expenses • General and administrative - General and administrative includes compensation and related expenses for executive, finance and accounting, other information technology, human resources, legal, and other corporate functions.
Such assets include processing platforms and related infrastructure, acquired developed technology intangible assets, and other similar asset types. Other Operating Expenses • General and administrative - General and administrative expenses includes compensation and related expenses for executives, finance and accounting, other information technology, human resources, legal, and other corporate functions.
Additionally, other third-parties are utilized in performing services directly related to generating revenue. 54 Table of Contents PART II • Provision for credit losses - Changes in the reserve for credit loss are the result of changes in management’s estimate of the losses in the Company’s outstanding portfolio of receivables, including losses from fraud. • Operating interest - The Company incurs interest expense on operating debt and deposits, which provide liquidity to fund short-term receivables or are used to purchase fixed income securities. • Depreciation and amortization - The Company has identified those tangible and intangible assets directly associated with providing a service that generates revenue and records the depreciation and amortization associated with those assets under this category.
Additionally, other third-parties are utilized in performing services directly related to generating revenue. • Provision for credit losses - Changes in the reserve for credit loss are the result of changes in management’s estimate of the losses in the Company’s outstanding portfolio of receivables, including losses from fraud. • Operating interest - The Company incurs interest expense on operating debt and deposits, which provide liquidity to fund short-term receivables or are used to purchase fixed income securities. • Depreciation and amortization - The Company has identified those tangible and intangible assets directly associated with providing a service that generates revenue and records the depreciation and amortization associated with those assets under this category.
The “Other Key Metric” included below is considered by Management to be of particular importance to our overall performance in 2024 as it provides enhanced information and data underlying our financial results.
The “Other Key Metric” included below is considered by management to be of particular importance to our overall performance in 2025 as it provides enhanced information and data underlying our financial results.
Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. For additional information regarding the accounting for our acquisitions, see Note 4, Acquisitions, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. 66 Table of Contents PART II For additional information regarding the accounting for our acquisitions, see Note 4, Acquisitions, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For more information on our future lease payments, including our minimum lease payment schedule as of December 31, 2024, refer to Part II – Item 8 – Note 15, Leases.
For more information on our future lease payments, including our minimum lease payment schedule as of December 31, 2025, refer to Part II – Item 8 – Note 15, Leases.
See Part II - Item 8 - Note 5, Repurchases of Common Stock, to our consolidated financial statements for more information regarding our share repurchases. 69 Table of Contents PART II Additional Sources of Cash Available WEX Bank has the ability to borrow funds from the Federal Reserve Bank Discount Window.
See Part II - Item 8 - Note 5, Repurchases of Common Stock, to our consolidated financial statements for more information regarding our share repurchases. Additional Sources of Cash Available WEX Bank has the ability to borrow funds from the Federal Reserve Bank Discount Window.
NM - Not meaningful 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.
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.
For more information on these unfunded commitments and the term over which funding can be expected, see Part II – Item 8 – Note 20, Commitments and Contingencies.
For more information on these unfunded commitments and the term over which funding can be expected, see Part II – Item 8 – Note 19, Commitments and Contingencies.
For additional information with respect to interest owed on these deferred payments, see Part II – Item 8 – Note 20, Commitments and Contingencies.
For additional information with respect to interest owed on these deferred payments, see Part II – Item 8 – Note 19, Commitments and Contingencies.
Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022 Discussion and analysis of the year ended December 31, 2023 compared to the year ended December 31, 2022 is included under the heading “Item 7.
Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023 Discussion and analysis of the year ended December 31, 2024 compared to the year ended December 31, 2023 is included under the heading “Item 7.
Credit Loss Reserves The allowance for expected credit losses is primarily calculated by analytical models using actual loss-rate experience and management discretion. Receivables exhibiting elevated credit risk characteristics from homogenous pools are assessed and reserved on an individual basis for expected credit losses.
Credit Loss Reserves The allowance for expected credit losses, which also includes reserves for fraud losses, is primarily calculated by analytical models using actual loss-rate experience and management discretion. Receivables exhibiting elevated credit risk characteristics from homogenous pools are assessed and reserved on an individual basis for expected credit losses.
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. • Impairment charges represent non-cash asset write-offs, which do not reflect recurring costs that would be relevant to the Company’s continuing operations.
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. 63 Table of Contents PART II • Impairment charges represent non-cash asset write-offs, which do not reflect recurring costs that would be relevant to the Company’s continuing operations.
(3) 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 $49.2 million borrowed against these participation agreements as of December 31, 2024.
(3) 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 $65.2 million borrowed against these participation agreements as of December 31, 2025.
Business Combinations and Asset Acquisitions The accounting for business combinations and asset acquisitions requires estimates and judgment as to expectations for future cash flows of the acquired business or assets, and the allocation of those cash flows to identifiable assets, including intangible assets and goodwill.
Business Combinations The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable assets, including intangible assets and goodwill.
Events and circumstances we consider in performing step zero include reporting unit headroom during the most recent quantitative assessment, macro-economic conditions (including interest rates, PPG and foreign currency exchange rates), market and industry conditions, share price fluctuations, and the operational stability and overall financial performance of our reporting units.
Events and circumstances we consider in performing this qualitative assessment include reporting unit headroom during the most recent quantitative assessment, macro-economic conditions (including interest rates, PPG and foreign currency exchange rates), market and industry conditions, Company share price fluctuations, and the operational stability and overall financial performance of our reporting units.
The Company does not allocate foreign currency gains and losses, financing interest expense, net of financial instruments, change in fair value of contingent consideration, loss on debt extinguishments, income taxes, and adjustments attributable to non-controlling interests to our operating segments as management believes these items are unpredictable and can obscure a segment’s operating trends and results.
The Company does not allocate foreign currency gains and losses, financing interest expense, net of financial instruments, change in fair value of contingent consideration, loss on debt extinguishments, or income taxes to our operating segments as management believes these items are unpredictable and can obscure a segment’s operating trends and results.
As of December 31, 2024, we have an estimated reserve for credit losses that is 2.5 percent of the total gross accounts receivable balance as compared to December 31, 2023, when our estimated reserve for credit losses was 2.6 percent of gross accounts receivable.
As of December 31, 2025, we have an estimated reserve for credit losses that is 2.4 percent of the total gross accounts receivable balance as compared to December 31, 2024, when our estimated reserve for credit losses was 2.5 percent of gross accounts receivable.
When evaluating goodwill for impairment, we may first perform a qualitative assessment of whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value (“step zero” of the impairment test).
When evaluating goodwill for impairment, we may first perform a qualitative assessment of whether it is more likely than not that a reporting unit's carrying amount exceeds its fair value.
The Company had $86.8 million of securitized debt under these facilities as of December 31, 2024. We also utilize off-balance sheet factoring and receivable securitization facilities 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.
The Company had $101.4 million of securitized debt under these facilities as of December 31, 2025. We also utilize off-balance sheet factoring and receivable securitization facilities 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.
We were in compliance with these covenants and restrictions at December 31, 2024. Commitments and Contingencies Commitments to Extend Credit We have entered into commitments to extend credit in the ordinary course of business. We had approximately $10.5 billion of unused commitments to extend credit at December 31, 2024, as part of established customer agreements, which are off-balance sheet arrangements.
We were in compliance with these covenants and restrictions at December 31, 2025. Commitments and Contingencies Commitments to Extend Credit We have entered into commitments to extend credit in the ordinary course of business. We had approximately $11.3 billion of unused commitments to extend credit at December 31, 2025, as part of established customer agreements, which are off-balance sheet arrangements.
At December 31, 2024, approximately 98 percent and 99 percent of the outstanding balance of total trade accounts receivable was less than 30 days and 60 days past due, respectively. • Net cash provided by operating activities for 2024 decreased $426.5 million as compared to the prior year.
At December 31, 2025, approximately 98 percent and 99 percent of the outstanding balance of total trade accounts receivable was less than 30 days and 60 days past due, respectively. • Net cash provided by operating activities for 2025 decreased $27.1 million as compared to the prior year.
The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including projected financial information, effective income tax rates, present value discount factors and long-term growth expectations.
The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including projected financial information, effective income tax rates, present value discount factors and long-term growth expectations. The determined fair value of intangible assets impacts the amount of future amortization expense.
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.
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.
Borrowing limits fluctuate based on pledged assets, and as of December 31, 2024, the Company could borrow up to a maximum amount of $137.7 million. WEX Bank had no borrowings outstanding on this line of credit as of December 31, 2024.
Borrowing limits fluctuate based on pledged assets, and as of December 31, 2025, the Company could borrow up to a maximum amount of $151.0 million. WEX Bank had no borrowings outstanding on this line of credit as of December 31, 2025.
The contingent payment period extends through the earlier of December 31, 2030, or the date when the cumulative amount paid as contingent consideration equals $225.0 million. Through December 31, 2024, $155.4 million of consideration has been incurred, $62.2 million of which is unpaid as of December 31, 2024 and is payable during the first quarter of 2025.
The contingent payment period extends through the earlier of December 31, 2030, or the date when the cumulative amount paid as contingent consideration equals $225.0 million. Through December 31, 2025, $206.4 million of consideration has been incurred, $51.0 million of which is unpaid as of December 31, 2025 and is payable during the first quarter of 2026.
Unforeseen events, changes in circumstances and 67 Table of Contents PART II market conditions and differences in estimates of future cash flows could adversely affect the fair value of our assets and could result in future impairment charges.
Unforeseen events, changes in circumstances and market conditions and differences in estimates of future cash flows could adversely affect the fair value of our assets and could result in future impairment charges.
In addition to these contractual commitments, as of December 31, 2024, the Company has unfunded commitments to provide loans of up to $13.5 million under a nonprofit community development program and to invest up to $8.4 million in certain limited partnership funds under subscription and limited partnership agreements.
In addition to these contractual commitments, as of December 31, 2025, the Company has unfunded commitments to provide loans of up to $17.4 million under a nonprofit community development program and to invest up to $6.4 million in certain limited partnership funds under subscription and limited partnership agreements.
Our valuation allowance at December 31, 2024 decreased to $96.3 million from $100.7 million at December 31, 2023, resulting in deferred tax liabilities, net, of $127.4 million as of December 31, 2024. Changes in the expectations regarding the realization of deferred tax assets and liabilities could materially impact income tax expense in future periods.
Our valuation allowance at December 31, 2025 decreased to $70.0 million from $96.3 million at December 31, 2024, resulting in deferred tax liabilities, net, of $170.4 million as of December 31, 2025. Changes in the expectations regarding the realization of deferred tax assets and liabilities could materially impact income tax expense in future periods.
Under the ‘if-converted’ method, $9.5 million and $15.1 million of interest expense, net of tax, associated with the Convertible Notes was added back to adjusted net income for the years ended December 31, 2023 and 2022, respectively.
Under the ‘if-converted’ method, $9.5 million of interest expense, net of tax, associated with the Convertible Notes was added back to adjusted net income for the year ended December 31, 2023.
The following table reconciles net income attributable to shareholders to adjusted net income attributable to shareholders and related per share data: Year ended December 31, (in millions) 2024 2023 2022 Net income attributable to shareholders $ 309.6 $ 7.50 $ 266.6 6.16 $ 201.4 $ 4.50 Unrealized loss (gain) on financial instruments 0.2 0.01 30.4 0.70 (83.2) (1.86) Net foreign currency loss (gain) 26.1 0.63 (4.9) (0.11) 22.7 0.51 Change in fair value of contingent consideration 6.5 0.16 8.5 0.20 139.1 3.11 Acquisition-related intangible amortization 201.8 4.89 184.0 4.25 170.5 3.81 Other acquisition and divestiture related items 12.1 0.29 6.6 0.15 17.9 0.40 Stock-based compensation 111.9 2.71 131.6 3.04 100.7 2.25 Other costs 48.9 1.19 45.6 1.05 38.4 0.86 Impairment charges — — — — 136.5 3.05 Debt restructuring and debt issuance cost amortization 15.9 0.39 89.4 2.06 17.3 0.39 ANI adjustments attributable to non-controlling interests — — — — (34.6) (0.77) Tax related items (102.2) (2.47) (112.1) (2.59) (115.8) (2.59) Dilutive impact of convertible debt (1) — — — (0.10) — (0.13) Adjusted net income attributable to shareholders $ 631.0 $ 15.28 $ 645.8 $ 14.81 $ 611.0 $ 13.53 (1) The dilutive impact of the Convertible Notes was calculated under the ‘if-converted’ method for the periods through which they were outstanding.
The following table reconciles net income attributable to shareholders to adjusted net income attributable to shareholders and related per share data: Year ended December 31, (in millions) 2025 2024 2023 Net income attributable to shareholders $ 304.1 $ 8.47 $ 309.6 7.50 $ 266.6 $ 6.16 Unrealized loss (gain) on financial instruments (0.8) (0.02) 0.2 0.01 30.4 0.70 Net foreign currency loss (gain) 0.2 — 26.1 0.63 (4.9) (0.11) Change in fair value of contingent consideration 2.9 0.08 6.5 0.16 8.5 0.20 Acquisition-related intangible amortization 191.9 5.34 201.8 4.89 184.0 4.25 Other acquisition and divestiture related items 9.1 0.25 12.1 0.29 6.6 0.15 Stock-based compensation 103.5 2.88 111.9 2.71 131.6 3.04 Other costs 25.4 0.71 48.9 1.19 45.6 1.05 Impairment charges 9.9 0.28 — — — — Debt restructuring and debt issuance cost amortization 8.4 0.23 15.9 0.39 89.4 2.06 Tax related items (76.6) (2.13) (102.2) (2.47) (112.1) (2.59) Dilutive impact of convertible debt (1) — — — — — (0.10) Adjusted net income attributable to shareholders $ 578.0 $ 16.10 $ 631.0 $ 15.28 $ 645.8 $ 14.81 (1) The dilutive impact of the Convertible Notes was calculated under the ‘if-converted’ method for the periods through which they were outstanding.
Cash Flows The table below summarizes our cash activities and adjusted free cash flow: Year ended December 31, (in millions) 2024 2023 2022 Net cash provided by (used for): Operating activities $ 481.4 $ 907.9 $ 679.4 Investing activities $ (960.6) $ (2,138.3) $ (716.7) Financing activities $ (260.3) $ 1,573.3 $ 681.3 Non-GAAP financial measure: Adjusted free cash flow (1) $ 562.0 $ 510.6 $ 524.2 (1) The Company’s non-GAAP adjusted free cash flow has historically been calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, and certain other adjustments.
Cash Flows The table below summarizes our cash activities and adjusted free cash flow: Year ended December 31, (in millions) 2025 2024 2023 Net cash provided by (used for): Operating activities $ 454.3 $ 481.4 $ 907.9 Investing activities $ (696.9) $ (960.6) $ (2,138.3) Financing activities $ 418.9 $ (260.3) $ 1,573.3 Non-GAAP financial measure: Adjusted free cash flow (1) $ 638.0 $ 562.0 $ 510.6 (1) The Company’s non-GAAP 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 reconciliation of GAAP operating income to total segment adjusted operating income, please see the following table: 64 Table of Contents PART II Year ended December 31, (in millions) 2024 2023 2022 Segment adjusted operating income Mobility $ 598.5 $ 599.4 $ 693.4 Corporate Payments 256.2 277.2 192.7 Benefits 307.0 241.8 133.7 Total segment adjusted operating income $ 1,161.7 $ 1,118.4 $ 1,019.8 Reconciliation: Total segment adjusted operating income $ 1,161.7 $ 1,118.4 $ 1,019.8 Less: Unallocated corporate expenses 102.1 103.0 84.5 Acquisition-related intangible amortization 201.8 184.0 170.5 Other acquisition and divestiture related items 5.7 6.6 17.9 Impairment charges — — 136.5 Stock-based compensation 111.9 131.6 100.7 Other costs 53.9 46.1 39.9 Operating income $ 686.3 $ 647.1 $ 469.8 Adjusted Free Cash Flow Adjusted free cash flow has historically been calculated as cash flows from operating activities adjusted for net purchases of current investment securities, capital expenditures, net Funding Activity, and certain other adjustments.
For a reconciliation of GAAP operating income to total segment adjusted operating income, please see the following table: 64 Table of Contents PART II Year ended December 31, (in millions) 2025 2024 2023 Segment adjusted operating income Mobility $ 541.1 $ 598.5 $ 599.4 Corporate Payments 213.3 256.2 277.2 Benefits 341.6 307.0 241.8 Total segment adjusted operating income $ 1,095.9 $ 1,161.7 $ 1,118.4 Reconciliation: Total segment adjusted operating income $ 1,095.9 $ 1,161.7 $ 1,118.4 Less: Unallocated corporate expenses 98.5 102.1 103.0 Acquisition-related intangible amortization 191.9 201.8 184.0 Other acquisition and divestiture related items 3.4 5.7 6.6 Impairment charges 9.9 — — Stock-based compensation 103.5 111.9 131.6 Other costs 24.8 53.9 46.1 Operating income $ 663.9 $ 686.3 $ 647.1 Adjusted Free Cash Flow 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.
There were no outstanding borrowings under these lines of credit as of December 31, 2024. WEX Bank is also a member of the FHLB of Des Moines, which provides collateralized short-term funding. As of December 31, 2024, WEX Bank had $1.1 billion of advances outstanding, secured by $1.2 billion of investment securities at fair value.
There were no outstanding borrowings under these lines of credit as of December 31, 2025. WEX Bank is also a member of the FHLB of Des Moines, which provides collateralized short-term funding. As of December 31, 2025, WEX Bank had $1.1 billion of advances outstanding.
GAAP operating income was $686.3 million, $647.1 million and $469.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
GAAP operating income was $663.9 million, $686.3 million and $647.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
These measures are also used to allocate capital and resources among our operating segments. 62 Table of Contents PART II Total Segment Adjusted Operating Income and Adjusted Net Income 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.
Total Segment Adjusted Operating Income and Adjusted Net Income 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.
As of December 31, 2024, we had cash and cash equivalents of $595.8 million, including Corporate Cash of $80.3 million, and remaining borrowing availability of $655.2 million under the Revolving Credit Facility along with access to various sources of funds, including uncommitted federal funds lines of credit from other banks.
As of December 31, 2025, we had cash and cash equivalents of $905.8 million, including Corporate Cash of $122.5 million, and 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.
As of December 31, 2024, we had approximately $64.4 million of material cash requirements under purchase obligations with remaining terms in excess of one year, that are due in 2025. Our material cash requirements under such purchase obligations due beyond 2025 are approximately $16.0 million.
As of December 31, 2025, we had approximately $61.6 million of material cash requirements under purchase obligations with remaining terms in excess of one year, that are due in 2026. Our material cash requirements under such purchase obligations due beyond 2026 are approximately $136.7 million.
In association with the March 2022 acquisition of SBI’s remaining interest in PO Holding, the Company owes SBI a remaining purchase price of $157.3 million, payable in the amount of $76.7 million in March 2025 and $80.6 million in March 2026, along with interest payable in accordance with the terms of the purchase agreement.
In association with the March 2022 acquisition of SBI’s remaining interest in PO Holding, the Company owes a remaining purchase price of $80.7 million, which is payable in March 2026, along with interest payable in accordance with the terms of the purchase agreement.
The following table reconciles GAAP operating cash flow to adjusted free cash flow for the years ended December 31, 2024, 2023 and 2022: 65 Table of Contents PART II Year ended December 31, (in millions) 2024 2023 2022 Operating cash flow, as reported $ 481.4 $ 907.9 $ 679.4 Adjustments to cash flows from operating activities: Change in WEX Bank cash balances 279.1 (82.4) (295.7) Other (1) 34.0 (48.5) — Adjusted for certain investing and financing activities: Net Funding Activity 652.7 1,438.2 839.1 Less: Purchases of current investment securities, net of sales and maturities (738.0) (1,561.0) (585.8) Less: Capital expenditures (147.3) (143.6) (112.9) Adjusted free cash flow $ 562.0 $ 510.6 $ 524.2 (1) For the years ended December 31, 2024 and 2023, other adjustments predominantly includes an add-back to operating cash flows for contingent consideration and deferred consideration paid to sellers in excess of acquisition-date fair value.
The following table reconciles GAAP operating cash flow to adjusted free cash flow for the years ended December 31, 2025, 2024, and 2023: Year ended December 31, (in millions) 2025 2024 2023 Operating cash flow $ 454.3 $ 481.4 $ 907.9 Change in WEX Bank cash balances (257.3) 279.1 (82.4) Other (1) 62.2 34.0 (48.5) Net Funding Activity 983.8 652.7 1,438.2 Less: Purchases of current investment securities, net of sales and maturities (464.4) (738.0) (1,561.0) Less: Capital expenditures (140.6) (147.3) (143.6) Adjusted free cash flow $ 638.0 $ 562.0 $ 510.6 (1) For the years ended December 31, 2025, 2024 and 2023, other adjustments predominantly include add-backs to operating cash flows for contingent consideration and deferred consideration paid to sellers in excess of acquisition-date fair value.
Finance fee revenue is comprised of the following components: Twelve Months Ended December 31, Increase (Decrease) (in millions) 2024 2023 Amount Percent Finance income $ 255.1 $ 271.8 $ (16.7) (6) % Factoring fee revenue 42.1 41.1 1.0 2 % Finance fee revenue $ 297.2 $ 312.9 $ (15.8) (5) % 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.
Finance fee revenue, which is comprised of the following components, is discussed below. 56 Table of Contents PART II Twelve Months Ended December 31, Increase (Decrease) (in millions) 2025 2024 Amount Percent Finance income $ 263.5 $ 255.1 $ 8.4 3 % Factoring fee revenue 56.4 42.1 14.3 34 % Finance fee revenue $ 319.8 $ 297.2 $ 22.7 8 % 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.
GAAP Measures (in millions except per share data) : Total revenues Net income attributable to shareholders Net income attributable to shareholders per diluted share Net cash provided by operating activities 53 Table of Contents PART II Non-GAAP Measures (in millions except per share data) : (1) Adjusted net income attributable to shareholders Adjusted net income attributable to shareholders per diluted share Adjusted free cash flow Other Key Metric (in millions) : Total volume processed across the Company (2) (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.
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. 53 Table of Contents PART II GAAP Measures (in millions except per share data) : Total revenues Net income attributable to shareholders Net income attributable to shareholders per diluted share Net cash provided by operating activities Non-GAAP Measures (in millions except per share data) : (1) Adjusted net income attributable to shareholders Adjusted net income attributable to shareholders per diluted share Adjusted free cash flow Other Key Metric (in millions) : Total volume processed across the Company (2) (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.
Investing Activities Investing cash flows generally consist of capital expenditures, cash used for acquisitions and investment of eligible custodial cash assets. • Net cash used for investing activities for 2024 decreased $1,177.7 million as compared to the prior year, primarily resulting from lower relative investment of HSA deposits.
Investing Activities Investing cash flows generally consist of capital expenditures, cash used for acquisitions and investment of eligible custodial cash assets. • Net cash used for investing activities for 2025 decreased $263.7 million as compared to the prior year, primarily resulting from lower relative investment of HSA deposits, partially offset by payments made toward the acquisition of receivable portfolios during 2025.
In addition, since debt issuance cost amortization is dependent upon the financing method, which can vary widely company to company, we believe that excluding these costs helps to facilitate comparison to historical results as well as to other companies within our industry; • The adjustments attributable to non-controlling interests, including adjustments to the redemption value of a non-controlling interest, have no significant impact on the ongoing operations of the business; 63 Table of Contents PART II • The tax related items are the difference between the Company’s GAAP tax provision and a non-GAAP tax provision.
In addition, since debt issuance cost amortization is dependent upon the financing method, which can vary widely company to company, we believe that excluding these costs helps to facilitate comparison to historical results as well as to other companies within our industry; • The tax related items are the difference between the Company’s GAAP tax provision and a non-GAAP tax provision.
For additional information on income taxes, see Note 1, Basis of Presentation and Summary of Significant Accounting Policies, and Note 14, Income Taxes, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information on income taxes, see Note 1, Basis of Presentation and Summary of Significant Accounting Policies, and Note 14, Income Taxes, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 67 Table of Contents PART II Recently Adopted and New Accounting Standards See Part II – Item 8 – Note 2, Recent Accounting Pronouncements, for a complete discussion of recently issued accounting standards adopted and not yet adopted.
An increase or decrease to the 2024 66 Table of Contents PART II reserve by 0.5 percent of the total gross accounts receivable balance would increase or decrease the provision for credit losses by $15.4 million.
An increase or decrease to the 2025 reserve by 0.5 percent of the total gross accounts receivable balance would increase or decrease the provision for credit losses by $17.2 million.
Our short-term cash requirements consist primarily of funding the working capital needs of our business, payments on maturities of deposits, current principal and interest payments on the credit facilities under our Credit Agreement, and payments on other short-term debt. Our long-term cash requirements consist primarily of amounts owed under our Credit Agreement and various facilities lease agreements.
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.
The following table compares line items within operating income for unallocated corporate expenses: Twelve Months Ended December 31, Increase (Decrease) (in millions) 2024 2023 Amount Percent Other operating expenses General and administrative $ 157.7 $ 157.1 $ 0.6 — % Depreciation and amortization $ 1.5 $ 2.6 $ (1.0) (40) % Expenses largely remained consistent during 2024 as compared to the prior year. 61 Table of Contents PART II Non-Operating Income and Expense The following table reflects comparative results for certain amounts excluded from operating income: Twelve Months Ended December 31, Absolute Dollar Change Effect of Change on Net Income (in millions) 2024 2023 Financing interest expense, net of financial instruments $ (235.9) $ (204.6) $ 31.3 Reduction Change in fair value of contingent consideration $ (6.5) $ (8.5) $ 2.0 Increase Loss on extinguishment of Convertible Notes $ — $ (70.1) $ 70.1 Increase Net foreign currency (loss) gain $ (26.1) $ 4.9 $ 31.0 Reduction Income tax provision $ 108.2 $ 102.2 $ 6.0 Reduction During 2023, the Company benefited from net gains and lower effective interest rates as a result of our interest rate swap financing instruments, which offset financing interest expense.
Unallocated Corporate Expenses The following table compares line items within operating income for unallocated corporate expenses: Twelve Months Ended December 31, Increase (Decrease) (in millions) 2025 2024 Amount Percent Other operating expenses General and administrative $ 127.5 $ 157.7 $ (30.2) (19) % Depreciation and amortization $ 1.6 $ 1.5 $ — 1 % General and administrative expenses decreased during 2025, as compared to 2024, as a result of decreased employee compensation costs, primarily due to a 2025 reduction in estimated attainment of performance-based employee stock-based compensation, and cost reduction initiatives, including a decrease in professional services expense. 61 Table of Contents PART II Non-Operating Income and Expense The following table reflects comparative results for certain amounts excluded from operating income: Twelve Months Ended December 31, Absolute Dollar Change Effect of Change on Net Income (in millions) 2025 2024 Financing interest expense, net of financial instruments $ (240.6) $ (235.9) $ 4.7 Reduction Change in fair value of contingent consideration $ (2.9) $ (6.5) $ 3.5 Increase Net foreign currency loss $ (0.2) $ (26.1) $ 26.0 Increase Income tax expense $ 116.1 $ 108.2 $ 7.9 Reduction Financing interest expense, net of financial instruments increased in 2025, compared to the prior year.
During 2024 the Company expended $652.0 million toward the return of capital to shareholders through the repurchase of approximately 3.3 million shares of our common stock subject to an authorized and outstanding share repurchase program.
During both 2025 and 2024, we expended a significant amount of funds toward the return of capital to shareholders through the repurchase of shares of our common stock subject to an authorized and outstanding share repurchase program.
Based on the results of the qualitative assessment performed for all but one of our reporting units, we determined that goodwill was not impaired as of October 1, 2024.
We elected to use qualitative assessment for all but one of our reporting units. Based on the results of those qualitative assessments, we determined that goodwill for those reporting units was not impaired as of October 1, 2025. Concurrently, we performed a quantitative assessment on an international Mobility reporting unit and determined that it was not impaired.
We consider factors such as the Company’s overall financial model and strategic plan, the cost to our business from customers failing to pay timely and the impact such late payments have on our financial results.
We consider factors such as the Company’s overall financial model and strategic plan, the cost to our business from customers failing to pay timely, and the impact such late payments have on our financial results. We typically conduct an assessment of our late fee rates at least annually but such assessment may occur more often depending on macro-economic factors.
(2) Total volume processed across the Company, which includes purchases on WEX-issued accounts as well as purchases issued by others using a WEX platform. Our Segments WEX has three reportable segments: Mobility, Benefits and Corporate Payments.
(2) Total volume processed across the Company includes purchases on WEX-issued accounts as well as purchases issued by others using a WEX platform. 54 Table of Contents PART II Our Segments WEX has three reportable segments: Mobility, Benefits, and Corporate Payments. Through our Mobility segment, we are a leader in fleet payment solutions, transaction processing, and information management.
For an updated 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 .
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 . 69 Table of Contents PART II Operating Activities 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.
The Federal Funds rate would have to significantly decrease for the Company to not incur the full $225.0 million of contingent consideration. 72 Table of Contents PART II Other Contractual Commitments We have purchase obligations that include agreements and purchase orders to acquire goods or services that are contractually enforceable and that specify all significant terms, including fixed or minimum quantities, pricing, and approximate timing of purchases.
Other Contractual Commitments We have purchase obligations that include agreements and purchase orders to acquire goods or services that are contractually enforceable and that specify all significant terms, including fixed or minimum quantities, pricing, and approximate timing of purchases.
Offsetting in part these decreases were increases in contractual late fee rates charged during 2024, as compared to 2023, attributable to the pricing optimization efforts mentioned earlier. Concessions to certain customers experiencing financial difficulties may be granted and are generally limited to extending the time to pay, placing a customer on a payment plan or granting waivers of late fees.
Concessions to certain customers experiencing financial difficulties may be granted and are generally 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 2025 or 2024.
Non-GAAP Financial Measures That Supplement GAAP Measures 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10–K for the year ended December 31, 2024, as filed with the SEC on February 20, 2025. 62 Table of Contents PART II Non-GAAP Financial Measures That Supplement GAAP Measures 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.
Contributing to this decrease was the absence of prior year one-time cash inflows from the return of a collateral deposit and receipt of proceeds on the cancellation of the Company’s interest rate swaps, as discussed below, contingent consideration paid to Bell Bank during 2024, and higher payments related to the Company’s short-term incentive plan, related to 2023 and paid during 2024. • Net cash provided by operating activities for 2023 increased $228.5 million as compared to the prior year, primarily attributable to the favorable impact on working capital resulting from a decrease in fuel prices during 2023 relative to the prior year.
Contributing to this decrease was one-time cash inflows during 2023 from the return of a collateral deposit and receipt of proceeds on the cancellation of the Company’s interest rate swaps, contingent consideration paid to Bell Bank during 2024, and higher payments related to the Company’s short-term incentive plan, related to 2023 and paid during 2024.
Adjusted Free Cash Flow 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 . • Adjusted free cash flow increased $51.4 million during 2024 as compared to 2023 consistent with the increase in the Company’s operating income year over year, reflecting the conversion of a substantial portion of our adjusted net income into adjusted free cash flow. • Adjusted free cash flow decreased only marginally during 2023 from 2022 primarily due to increased capital expenditures.
Our share repurchase program expired on January 1, 2026. 70 Table of Contents PART II Adjusted Free Cash Flow 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, as further described in the section of this document titled Non-GAAP Financial Measures That Supplement GAAP Measures . • Adjusted free cash flow increased $76.0 million during 2025 as compared to 2024, primarily due to a reduction in income taxes paid during 2025 due to a prior year overpayment and impacts from the OBBBA. • Adjusted free cash flow increased $51.4 million during 2024 as compared to 2023 consistent with the increase in the Company’s operating income year over year.
The table below includes a more comprehensive list of frequent sources and uses of cash: 68 Table of Contents PART II Sources of cash Uses of cash • Cash generated from operations • Borrowings and availability on our Credit Agreement 1 • Deposits 2 • Participation debt 3 • Accounts receivable securitization and factoring arrangements 4 • Borrowed federal funds and other short-term borrowings 5 • Payments on our Credit Agreement • Payments on maturities of deposits • Payments on borrowed federal funds and other short-term borrowings • Working capital needs of the business • Operating lease obligations • Capital expenditures • Repurchases of common stock 6 • Merger and acquisition activity (1) During May 2024, the Company entered into the Fifth Amendment to the Credit Agreement, which increased commitments under the Revolving Credit Facility to $1.6 billion, increased the size of the tranche A term loan facility to $900.0 million, repriced the applicable interest margin for the tranche A term loans and Revolving Credit Facility and extended the maturity date to May 2029 for both the tranche A term loans and Revolving Credit Facility.
The table below includes a more comprehensive list of frequent sources and uses of cash: Sources of cash Uses of cash • Cash generated from operations • Borrowings and availability on our Credit Agreement and other long-term borrowings 1 • Deposits 2 • Participation debt 3 • Accounts receivable securitization and factoring arrangements 4 • Borrowed federal funds and other short-term borrowings 5 • Payments on our Credit Agreement • Payments on maturities of deposits • Payments on borrowed federal funds and other short-term borrowings • Working capital needs of the business • Operating lease obligations • Capital expenditures • Repurchases of common stock 6 • Merger and acquisition activity (1) As of December 31, 2025, we had outstanding term loan principal borrowings of $2.6 billion, borrowings of $428.4 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.
When such indicators are forecasted to deviate from historical actual results, the Company qualitatively assesses what impact, if any, the trends are expected to have on the reserve for credit losses. Assumptions regarding expected credit losses are reviewed each reporting period and may be impacted by actual performance of accounts receivable and changes in any of the factors discussed above.
When such indicators are forecasted to deviate from historical actual results, the Company qualitatively assesses what impact, if any, the trends are expected to have on the reserve for credit losses.
See Part II – Item 8 – Note 4, Acquisitions, in this report for more information regarding the Ascensus and Payzer Acquisitions. • Net cash used for investing activities for 2023 decreased $1,421.6 million as compared to the prior year, primarily resulting from an increase in net purchases of available-for-sale debt securities and cash paid for acquisitions.
See Part II – Item 8 – Note 4, Acquisitions, in this report for more information. • Net cash used for investing activities for 2024 decreased $1.2 billion as compared to the prior year, primarily resulting from lower relative investment of HSA deposits.
No one customer receivable balance represented 10 percent or more of the outstanding receivables balance at December 31, 2024 or December 31, 2023.
The receivables portfolio consists of a large group of homogeneous smaller balances across a wide range of industries. No one customer receivable balance represented 10 percent or more of the outstanding receivables balance at December 31, 2025 or December 31, 2024.
Depreciation and amortization increased $14.6 million during 2024 compared to the prior year due in part to the amortization of intangible assets obtained as part of the Payzer Acquisition and increased capital expenditures to support growth.
Depreciation and amortization increased during 2025 compared to the prior year due in part to increased capital expenditures for new product development in support of growth.
Benefits Revenues The following table reflects comparative revenue and key operating statistics within Benefits: Twelve Months Ended December 31, Increase (Decrease) (in millions) 2024 2023 Amount Percent Revenues Payment processing revenue $ 96.2 $ 90.7 $ 5.5 6 % Account servicing revenue 445.2 435.7 9.4 2 % Finance fee revenue 0.3 0.3 — NM Other revenue 197.9 141.7 56.2 40 % Total revenues $ 739.5 $ 668.4 $ 71.1 11 % Key performance indicators Total volume $ 13,600.1 $ 12,441.8 $ 1,158.3 9 % Purchase volume $ 7,242.7 $ 6,655.6 $ 587.1 9 % Average number of SaaS accounts 20.3 19.9 0.3 2 % Average HSA custodial cash assets $ 4,280.4 $ 3,868.9 $ 411.5 11 % Total Benefits revenue increased $71.1 million during 2024 as compared to the prior year.
Benefits Revenues The following table reflects comparative revenue and key operating statistics within Benefits: Twelve Months Ended December 31, Increase (Decrease) (in millions) 2025 2024 Amount Percent Revenues Payment processing revenue $ 104.2 $ 96.2 $ 7.9 8 % Account servicing revenue 453.9 445.2 8.7 2 % Finance fee revenue 0.1 0.3 (0.1) NM Other revenue 239.2 197.9 41.3 21 % Total revenues $ 797.4 $ 739.5 $ 57.9 8 % Key performance indicators Total volume $ 14,083.0 $ 13,600.1 $ 482.9 4 % Purchase volume $ 7,835.5 $ 7,242.7 $ 592.8 8 % Average number of SaaS accounts 21.5 20.3 1.2 6 % HSA Yield 4.98 % 4.90 % 0.08 % 2 % Average HSA custodial cash assets $ 4,749.2 $ 4,280.4 $ 469.2 11 % NM - Not meaningful 58 Table of Contents PART II Total Benefits revenue increased during 2025 as compared to 2024, 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.
Depreciation and amortization increased $13.0 million for 2024, as compared to the prior year period, primarily due to the amortization of intangible assets obtained as part of the Ascensus Acquisition. 59 Table of Contents PART II Corporate Payments Revenues The following table reflects comparative revenue and key operating statistics within Corporate Payments: Twelve Months Ended December 31, Increase (Decrease) (in millions, except per transaction data) 2024 2023 Amount Percent Revenues Payment processing revenue $ 409.7 $ 428.0 $ (18.3) (4) % Account servicing revenue 50.2 42.1 8.1 19 % Finance fee revenue 0.7 1.0 (0.3) (27) % Other revenue 27.2 25.8 1.3 5 % Total revenues $ 487.8 $ 496.9 $ (9.1) (2) % Key performance indicators Total volume $ 138,707.3 $ 128,167.8 $ 10,539.5 8 % Purchase volume $ 89,639.9 $ 92,196.9 $ (2,557.0) (3) % Net interchange rate 0.46 % 0.46 % — % (1) % Total Corporate Payments revenues decreased $9.1 million in 2024, as compared to 2023.
Other Operating Expenses General and administrative expenses decreased for 2025 as compared with 2024 due in part to a reduction of Ascensus Acquisition integration costs and cost reduction initiatives. 59 Table of Contents PART II Corporate Payments Revenues The following table reflects comparative revenue and key operating statistics within Corporate Payments: Twelve Months Ended December 31, Increase (Decrease) (in millions, except per transaction data) 2025 2024 Amount Percent Revenues Payment processing revenue $ 395.9 $ 409.7 $ (13.8) (3) % Account servicing revenue 63.0 50.2 12.8 26 % Finance fee revenue 1.3 0.7 0.6 80 % Other revenue 17.2 27.2 (10.0) (37) % Total revenues $ 477.4 $ 487.8 $ (10.4) (2) % Key performance indicators Total volume $ 147,785.7 $ 138,707.3 $ 9,078.3 7 % Purchase volume $ 80,300.3 $ 89,639.9 $ (9,339.5) (10) % Net interchange rate (1) 0.49 % 0.46 % 0.04 % 8 % (1) Our net interchange rate has increased during 2025 compared to 2024, substantially due to customer volume mix, including a volume decrease for a legacy non travel customer from which we earned revenue on contractual minimum shortfalls.
Any significant changes, unusual or infrequent events or significant economic changes that materially affect our results of operations are discussed below. 55 Table of Contents PART II Mobility Revenues The following table reflects comparative revenue and key operating statistics within Mobility: Twelve Months Ended December 31, Increase (Decrease) (in millions, except per transaction and per gallon data) 2024 2023 Amount Percent Revenues (1) Payment processing revenue $ 694.5 $ 695.0 $ (0.4) — % Account servicing revenue 195.3 168.6 26.7 16 % Finance fee revenue 297.2 312.9 (15.8) (5) % Other revenue 213.8 206.2 7.6 4 % Total revenues $ 1,400.8 $ 1,382.7 $ 18.1 1 % Key performance indicators Total volume $ 79,538.7 $ 84,721.2 $ (5,182.5) (6) % Payment processing transactions 566.8 562.6 4.2 1 % Payment processing $ of fuel $ 52,020.9 $ 56,683.6 $ (4,662.6) (8) % Average U.S. fuel price (US$ / gal) $ 3.47 $ 3.82 $ (0.35) (9) % Net payment processing rate 1.34 % 1.23 % 0.11 % 9 % Net late fee rate 0.49 % 0.48 % 0.01 % 2 % (1) Lower domestic fuel prices decreased revenue by $73.8 million for the year ended December 31, 2024, as compared to 2023.
Mobility Revenues The following table reflects comparative revenue and key operating statistics within Mobility: Twelve Months Ended December 31, Increase (Decrease) (in millions, except per transaction and per gallon data) 2025 2024 Amount Percent Revenues (1) Payment processing revenue $ 642.7 $ 694.5 $ (51.8) (7) % Account servicing revenue 209.1 195.3 13.8 7 % Finance fee revenue 319.8 297.2 22.7 8 % Other revenue 214.3 213.8 0.5 — % Total revenues $ 1,386.0 $ 1,400.8 $ (14.9) (1) % Key performance indicators Total volume (2) $ 75,904.6 79,538.7 $ (3,634.0) (5) % Payment processing transactions 546.1 566.8 (20.7) (4) % Payment processing $ of fuel $ 48,734.7 $ 52,020.9 $ (3,286.3) (6) % Payment processing gallons 14,289.5 14,593.3 (303.8) (2) % Average U.S. fuel price (US$ / gal) $ 3.32 $ 3.47 $ (0.2) (4) % Net payment processing rate 1.32 % 1.34 % (0.02) % (1) % Net late fee rate 0.54 % 0.49 % 0.05 % 10 % Credit losses, in basis points (3) 13 12 1 12 % (1) Lower domestic fuel prices decreased revenues by $27.0 million for the year ended December 31, 2025, as compared to 2024.
The increase in income tax provision for 2024 as compared to the prior year is due primarily to an increase in the Company’s taxable income, offset in part by a decrease in the Company’s effective tax rates. The Company’s effective tax rate for 2024 was 25.9 percent compared to 27.7 percent for 2023.
Income tax provision increased for 2025 as compared to the prior year. The increase in expense resulted from an increase in the Company’s effective tax rate, which was 27.6 percent for 2025 compared to 25.9 percent for 2024.
Repurchases of our common stock may vary based on management’s evaluation of market and economic conditions and other factors. • Net cash from financing activities during 2024 decreased $1,833.6 million as compared to the prior year, due primarily to a reduction in our restricted cash payable resulting from a shift in customer usage of our prepaid business model, accelerated share repurchases and lower relative HSA deposits moved from third-party depository institutions to WEX Bank.
Financing Activities Financing cash flows generally consist of the issuance, incurrence and repayment of debt and deposits, changes in restricted cash payable and purchases of our common stock. • Net cash from financing activities during 2025 increased by $679.2 million as compared to the prior year, primarily due to an increase in net Funding Activity, coupled with a comparatively smaller decrease in restricted cash payable during 2025 as compared to 2024. • Net cash from financing activities during 2024 decreased $1.8 billion as compared to the prior year, due primarily to a reduction in our restricted cash payable resulting from a shift in customer usage of our prepaid business model and lower relative HSA deposits moved from third-party depository institutions to WEX Bank.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

14 edited+1 added−1 removed12 unchanged
Biggest changeActual results may differ from estimates due to actual fluctuations in interest rates, debt levels, and our deposit portfolios during the year. 74 Table of Contents PART II (in millions) Estimated Impact on Interest Expense Credit Agreement $ 31.4 Contractual deposits (1) 1.0 Money market deposits 5.3 Deferred acquisition liabilities 0.6 Short term debt (2) 12.4 (1) For purposes of this table, we have assumed that contractual deposits with maturity dates during 2025, which include certain money market deposits that have a fixed maturity and/or interest rate, would be replaced at the same principal amount, but with an interest rate one percent higher than the rate in effect at maturity.
Biggest change(in millions) Estimated Impact on Interest Expense Credit Agreement $ 30.5 Contractual deposits (1) 2.5 Money market deposits 7.3 Short term debt (2) 12.7 (1) For purposes of this table, we have assumed that contractual deposits with maturity dates during 2026, would be replaced at the same principal amount, but with an interest rate one percent higher than the rate in effect at maturity.
The deposits are generally short-term in nature, though certain certificates of deposit and fixed term money market deposits have been issued in up to five-year maturities. Upon maturity, the deposits may be replaced by issuing new deposits to the extent they are needed. See Part II – Item 8 – Note 11, Deposits, for more information.
The deposits are generally short-term in nature, though certain certificates of deposit and fixed term money market deposits have been issued in up to five-year maturities in the past. Upon maturity, the deposits may be replaced by issuing new deposits to the extent they are needed. See Part II – Item 8 – Note 11, Deposits, for more information.
Accordingly, a significant part of our overall revenue is derived from fuel purchases, making our revenues in this segment subject to historically volatile fuel prices. As of December 31, 2024, the Company is not hedged for changes in fuel prices, though Management continually monitors the market and our alternatives to hedge these fluctuations.
Accordingly, a significant part of our overall revenue is derived from fuel purchases, making our revenues in this segment subject to historically volatile fuel prices. As of December 31, 2025, the Company is not hedged for changes in fuel prices, though Management continually monitors the market and our alternatives to hedge these fluctuations.
As of December 31, 2024, consumer interest rates payable on HSA deposits ranged from 0.05 percent to 0.40 percent while the average rate payable during 2024 was 0.11 percent. Accordingly, it is unlikely that the interest rate could change by 1 percent over the next twelve months.
As of December 31, 2025, consumer interest rates payable on HSA deposits ranged from 0.05 percent to 0.40 percent while the average rate payable during 2025 was 0.11 percent. Accordingly, it is unlikely that the interest rate could change by 1 percent over the next twelve months.
As of December 31, 2024, we had $3.8 billion invested in current available-for-sale debt securities at fair value. Assuming a hypothetical increase in interest rates of 25 basis points, the resulting potential decrease in fair value of our portfolio of securities as of December 31, 2024 would be less than 2 percent.
As of December 31, 2025, we had $4.3 billion invested in current available-for-sale debt securities at fair value. Assuming a hypothetical increase in interest rates of 25 basis points, the resulting potential decrease in fair value of our portfolio of securities as of December 31, 2025 would be less than 2 percent.
At December 31, 2024, the Company had approximately $0.8 billion of outstanding deposits and $1.2 billion of short-term borrowings that were used to fund working capital needs in our Mobility and Corporate Payment businesses where we fund a customer’s entire receivable in the majority of our processing transactions.
At December 31, 2025, the Company had approximately $1.2 billion of outstanding deposits and $1.3 billion of short-term borrowings that were used to fund working capital needs in our Mobility and Corporate Payment businesses where we fund a customer’s entire receivable in the majority of our processing transactions.
As of December 31, 2024, the Company has a remaining obligation for deferred acquisition payments of $157.3 million, plus interest, which accrues pursuant to the terms of the Share Purchase Agreement related to the purchase of SBI’s remaining 4.53 percent interest in PO Holding.
As of December 31, 2025, the Company has a remaining obligation for deferred acquisition payments of $80.7 million, plus interest, which accrues pursuant to the terms of the Share Purchase Agreement related to the purchase of SBI’s remaining 4.53 percent interest in PO Holding.
The contingent payment period extends through the earlier of December 31, 2030, or the date when the cumulative amount paid as contingent consideration equals $225.0 million. Assuming no further changes to the Federal Funds rate as of December 31, 2024, the Company expects that it will incur the full $225.0 million in contingent consideration. 75 Table of Contents PART II
The contingent payment period extends through the earlier of December 31, 2030, or the date when the cumulative amount paid as contingent consideration equals $225.0 million. The Company expects that it will incur the full $225.0 million in contingent consideration. 74 Table of Contents PART II
However, growth in our international operations increases this exposure and we may initiate strategies to hedge certain foreign currency risks in the future.
We currently do not utilize hedging instruments to mitigate these risks. However, growth in our international operations increases this exposure and we may initiate strategies to hedge certain foreign currency risks in the future.
Such interest is payable annually in arrears beginning in 2025 and benchmarked to the 12-month SOFR plus a stated interest rate spread, determined at the beginning of each annual interest period. See Part II – Item 8 – Note 20, Commitments and Contingencies for more information.
Such interest is payable annually in arrears and benchmarked to the 12-month SOFR plus a stated interest rate spread, determined at the beginning of each annual interest period.
The following table presents the effect of a 1 percent hypothetical increase or decrease in interest rates on our corporate debt, deposits and deferred acquisition liabilities, assuming that borrowings and deferred acquisition liabilities outstanding and contractual deposit maturities in place as of December 31, 2024 remain the same during 2025.
See Part II – Item 8 – Note 19, Commitments and Contingencies for more information. 73 Table of Contents PART II The following table presents the effect of a 1 percent hypothetical increase or decrease in interest rates on our corporate debt and deposits, assuming that borrowings outstanding, money market deposits and contractual deposits in place as of December 31, 2025 remain the same during 2026.
If all currencies in which we earned revenue had weakened or strengthened by 10 percent against the U.S. dollar, the Company’s 2024 revenues and operating income would each have correspondingly decreased or increased by approximately 2 percent or less. We currently do not utilize hedging instruments to mitigate these risks.
Our results of operations can be materially affected depending on the volatility and magnitude of foreign exchange rate changes. If all currencies in which we earned revenue had weakened or strengthened by 10 percent against the U.S. dollar, the Company’s 2025 revenues and operating income would each have correspondingly decreased or increased by approximately 2 percent or less.
We estimate that each one cent decline in average domestic fuel prices below our assumed average U.S. retail fuel price per gallon during 2025 would result in a $2.0 million decline in 2025 revenue.
We estimate that each one cent decline in average domestic fuel prices below our assumed average U.S. retail fuel price per gallon during 2026 would result in an approximate $2.0 million decline in 2026 revenue. 72 Table of Contents PART II Foreign Currency Risk We are exposed to gains and losses from foreign currency fluctuations affecting earnings denominated in foreign currencies and intercompany transactions and balances not permanently invested.
The majority of the Company’s foreign exchange exposure is related to the 73 Table of Contents PART II U.S. Dollar versus the Euro, Australian dollar, Canadian dollar and British pound sterling. Our results of operations can be materially affected depending on the volatility and magnitude of foreign exchange rate changes.
The majority of the Company’s foreign exchange exposure is related to changes in exchange rates for the U.S. Dollar versus the Euro, Australian dollar, Canadian dollar and British pound sterling and changes in exchange rates for intercompany balances among foreign subsidiaries with different functional currencies.
Removed
Foreign Currency Risk Our exposure to foreign currency fluctuation is due to our financial statements being presented in U.S. dollars and our foreign subsidiaries transacting in currencies other than the U.S. dollar, which results in gains and losses that are reflected in our consolidated statements of operations.
Added
Actual results may differ from estimates due to actual fluctuations in interest rates, debt levels, and our deposit portfolios during the year.

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