WEX Inc. — Proxy Solicitation & Information Statement 2026

Apr 14, 2026

DFAN14A 1 dfan14a12236009_04142026.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

WEX INC.
(Name of Registrant as Specified In Its Charter)
IMPACTIVE CAPITAL MASTER FUND LP IMPACTIVE CAPITAL LP IMPACTIVE CAPITAL LLC IMPACTIVE ZEPHYR FUND LP IMPACTIVE SIERRA FUND LP LAUREN TAYLOR WOLFE CHRISTIAN ASMAR KURT P. ADAMS ELLEN R. ALEMANY ALEMANY OCTOBER 2025 GRAT NO. 1
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Impactive Capital Master Fund LP (“Impactive Capital Master Fund”), together with the other participants named herein (collectively, “Impactive”), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2026 annual meeting of stockholders (the “Annual Meeting”) of WEX Inc., a Delaware corporation (the “Company”).

Item 1: On April 14, 2026, Impactive issued the following press release:

Impactive Capital Releases Investor Presentation Outlining the Case for Change at WEX

Emphasizes the Need for Fresh, Shareholder-Aligned Perspectives in the Boardroom to Address Prolonged Operational Underperformance, Poor Capital Allocation and Governance Shortcomings

Urges Shareholders to Help Restore Accountability and Unlock Value by Electing Impactive’s Nominees – Kurt Adams, Ellen Alemany and Lauren Taylor Wolfe – to the WEX Board

Visit www.WakeUpWEX.com for More Information

NEW YORK, April 14, 2026 – Impactive Capital, LP (“Impactive” or “we”), together with its affiliates, is one of the largest shareholders of WEX Inc. (NYSE: WEX) (the “Company” or “WEX”) with an ownership interest of approximately 4.9%. Impactive released an investor presentation outlining the case for boardroom change following years of sustained underperformance, value-destructive M&A, and poor corporate governance at WEX. The presentation highlights how Impactive’s highly qualified nominees – Kurt Adams, Ellen Alemany and Lauren Taylor Wolfe – can bring relevant experience and a strong ownership mindset to help position WEX to realize its full value potential.

The full presentation can be downloaded by clicking here .

For more information, including how to vote for Impactive’s three nominees using the WHITE proxy card, please visit www.WakeUpWEX.com .

VOTE ON THE WHITE PROXY CARD TODAY FOR ALL OF IMPACTIVE’S HIGHLY QUALIFIED DIRECTOR NOMINEES

If you have any questions, require assistance in voting your WHITE universal proxy card, or need additional copies of Impactive’s proxy materials, please contact:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, New York 10036

Stockholders may call toll-free: (877) 285-5990

Banks and Brokers call: (212) 297-0720

E-mail: info@okapipartners.com

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Investor Contacts:

Bruce Goldfarb / Chuck Garske / Lisa Patel

Okapi Partners

(877) 285-5990

info@okapipartners.com

OR

info@impactivecapital.com

Media Contact:

Longacre Square Partners

impactive@longacresquare.com

ADDITIONAL INFORMATION

Impactive Capital Master Fund LP, together with the other participants in its proxy solicitation (collectively, “Impactive”), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies with respect to the election of Impactive’s slate of highly qualified director candidates and the other proposals to be presented at the 2026 annual meeting of stockholders (the “Annual Meeting”) of WEX Inc., a Delaware corporation (“WEX” or the “Company”). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Impactive’s proxy solicitation. These materials and other materials filed by Impactive with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Impactive with the SEC are also available, without charge, by directing a request to Impactive’s proxy solicitor, Okapi Partners LLC, at its toll-free number (877) 285-5990 or via email at info@okapipartners.com.

Item 2: Also on April 14, 2026, Impactive posted the following material to www.WakeUpWEX.com: