WEX Inc. (WEX)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information that will assist the reader with understanding our financial statements, the changes in key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements. The discussion also provides information about the financial results of the three segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. Additionally, certain corporate costs not allocated to our operating segments are discussed herein.

Our MD&A is presented in the following sections:

•Executive Overview

•Company Highlights

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Policies and Estimates

•Recently Adopted Accounting Standards

This discussion should be read in conjunction with our audited consolidated financial statements as of December 31, 2025, the notes accompanying those financial statements and MD&A as contained in our Annual Report on Form 10–K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 13, 2026, and in conjunction with the condensed consolidated financial statements and notes in Part I – Item 1 of this report.

Executive Overview

WEX is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Across multiple enterprise payments categories, including the following three business segments, WEX transforms data into intelligence to deliver value to our customers through tailored spending controls, stronger cash flow visibility, reduced fraud exposure, and data-enriched insights into their business:

•Within our Mobility segment, we are a leading provider of payments and fleet management solutions. We serve diverse fleet needs globally, addressing the marketplace through North American Mobility and Over-the-Road, which are central to the operation of the service and freight economies, respectively, in North America and International Mobility, which is central to the operation of the service economy outside of North America, inclusive of our fleet portfolios in Europe and Asia-Pacific.

•Within our Benefits segment, we provide a broad benefits platform with integrated payments spanning HSAs, FSAs, HRAs, COBRA and benefits enrollment and administration, delivered directly to businesses or through our partner network. WEX Inc. also serves as an IRS-designated non-bank custodian, while WEX Bank provides HSA depository services.

•Our Corporate Payments segment provides comprehensive and secure B2B payments solutions powering mid-sized businesses and global enterprises through our scalable technology. Our capabilities and solutions broadly fall into the categories of Embedded Payments, which seamlessly integrates virtual payment capabilities into existing workflows, empowering a broad range of industries, including online travel, and Direct to Corporate, which automates accounts payable by integrating with enterprise resource planning software systems and accounting workflows to maximize virtual payment usage, addressing corporations of all sizes through direct to customer sales and white-label partnership offerings with financial institutions who license our technology.

35

Table of Contents

Company Highlights

The following table presents a summarized view of selected results for the three and six months ended June 30, 2026, shown comparative to the prior year periods. The “Other Key Metric” included below is considered by management to be of particular importance to our overall performance as it provides enhanced information and data underlying our financial results. A more extensive list of the key performance indicators regularly used by management to evaluate our performance is included by segment within the Results of Operations section later in this MD&A.

(1)Adjusted net income attributable to shareholders, adjusted net income attributable to shareholders per diluted share, and adjusted free cash flow are supplemental non-GAAP financial measures of operating performance. Refer to the sections titled Non–GAAP Financial Measures That Supplement GAAP Measures and Liquidity and Capital Resources later in this MD&A for more information and a reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

(2)Total volume across the Company includes purchases on WEX-issued accounts as well as purchases on third party-issued accounts using a WEX platform.

36

Table of Contents

Results of Operations

The following includes information that our management believes is material to an understanding of our results of operations. Any significant changes, unusual or infrequent events, or significant economic changes that materially affect our results of operations are discussed below.

Mobility

Revenues

The following table reflects comparative revenue and key operating statistics within Mobility:

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

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

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

(4)We generally measure our loss performance by calculating fuel-related losses as a percentage of total fuel expenditures on payment processing transactions. Refer to provision for credit losses discussion later in this section for more information.

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

37

Table of Contents

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

[Excerpt truncated for page length; source filing is linked above.]

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. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements within Part II - Item 8 of this Annual Report on Form 10-K. 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. 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. 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

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. 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.

(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

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. 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. Our Benefits segment provides SaaS software integrated with payment solutions that simplify employee benefits administration. We offer a broad range of consumer-directed health accounts, benefit administration services, and compliance solutions. WEX Inc. also serves as an IRS-designated non-bank custodian, while WEX Bank provides HSA depository services. Our Corporate Payments segment delivers global B2B payment solutions that integrate virtual payments into customer and partner workflows. We support accounts payable automation, embedded payment use cases across industries, and white-label programs for financial institutions through our issuing capabilities and payment technology.

The Company’s segment-allocated operating expenses consist of the following:

Cost of Services

•Processing costs - The Company’s processing costs consist of expenses related to processing transactions, servicing customers and merchants, and cost of goods sold related to hardware and other product sales.

•Service fees - The Company incurs costs from third-party networks utilized to deliver payment solutions. 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. 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. Also included are corporate facilities expenses, certain third-party professional service fees, and other corporate expenses.

•Sales and marketing - The Company’s sales and marketing expenses relate primarily to compensation, benefits, sales commissions, and related expenses for sales, marketing, and other related activities.

•Depreciation and amortization - The depreciation and amortization associated with tangible and intangible assets that are not considered to be directly associated with providing a service that generates revenue are recorded as other operating expenses. Such assets include corporate facilities and information technology assets, and acquired intangible assets other than those included in cost of services.

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.

In addition, the Company does not allocate to our operating segments certain corporate expenses, including acquisition and divestiture expenses, certain finance, legal, information technology, human resources, administrative and executive expenses, and other expenses, as these items are centrally controlled and are not directly attributable to any reportable segment.

55

Results of Operations

Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024

The following includes information that our management believes is material to an understanding of our results of operations. Any significant changes, unusual or infrequent events, or significant economic changes that materially affect our results of operations are discussed below.

Revenues

The following table reflects comparative revenue and key operating statistics within Mobility:

(1)Lower domestic fuel prices decreased revenues by $27.0 million for the year ended December 31, 2025, as compared to 2024.

(2)Total volume and payment processing $ of fuel decreased during 2025 as compared to 2024 due primarily to lower domestic fuel prices, and in smaller part by a decline in same-store sales, which is a measure of fuel gallons purchased by customers who joined the Company prior to the preceding calendar year, adjusted for the number of business days in the period. The Company believes that the same-store sales decline is a reflection of the economic demand environment and the decrease is reflective of a long-term trend of better vehicle fuel efficiency.

(3)We generally measure our loss performance by calculating fuel-related losses as a percentage of total fuel expenditures on payment processing transactions.

The decrease in payment processing revenue during 2025, compared to 2024, was primarily the result of lower average domestic fuel prices, impacts from lower interest rates and a decline in volumes due largely to macroeconomic factors, including the ongoing freight recession.

The increase in account servicing revenue during 2025, compared to 2024, was primarily the result of higher fees charged on certain programs as a result of pricing initiatives.

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

56

Finance income primarily consists of late fees charged for receivables not paid within the terms of the customer agreement based upon the outstanding customer receivable balance, and to a lesser degree by finance charges earned on revolving portfolio balances. Late fee revenue is earned when a customer’s receivable balance becomes delinquent and is calculated using the greater of a minimum charge or a stated late fee rate multiplied by the outstanding balance that is subject to a late fee charge. Changes in the absolute amount of such outstanding balances can be attributed to (i) changes in fuel prices; (ii) customer specific transaction volume; and (iii) customer specific delinquencies. Late fee revenue can also be impacted by (i) changes in late fee rates; and (ii) increases or decreases in customer overdue balances. Late fee rates are determined and set based primarily on the risk associated with our customers, coupled with a strategic view of standard rates within our industry. 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. In addition, we periodically assess the market rates within our industry to determine appropriate late fee rates.

Factoring fee revenue is calculated as a negotiated percentage fee of the receivable balance that we purchase.

Finance income increased in 2025 as compared to 2024, primarily from the impact of pricing actions, which resulted in higher contractual late fee rates charged, which were offset in part by a decline in fuel prices and instances of late fees, compared to the prior year. Further contributing to the year-over-year increase in finance income was a third quarter 2024 charge related to operational issues that impacted certain finance fee calculations. Factoring fee revenue increased during 2025, as compared to 2024, due primarily to an increase in factored invoices as a result of the January 2025 purchase of a factoring portfolio.

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.

Operating Expenses

The following table compares line items within operating income and presents segment adjusted operating income and segment adjusted operating income margin for Mobility:

57

(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. See also Part II – Item 8 – Note 23, Segment Information, of our consolidated financial statements for more information regarding our segment determination.

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Such margin decreased during 2025, as compared to 2024, due primarily to lower average domestic fuel prices, which have a high flow-through impact on operating income, and the impact of 2025 sales and product development investments, as further discussed below.

The largest contributing fluctuations in individual expense categories year-over-year consisted of the following:

Cost of Services

Processing costs increased during 2025, as compared to 2024, primarily due to the recognition of a non-cash impairment charge of $9.9 million from the write-off of certain EV-related technology assets during the fourth quarter of 2025 as a result of slower-than-anticipated EV demand.

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.

Other operating expenses

Sales and marketing expenses increased during 2025, as compared to 2024, primarily resulting from targeted incremental investments tied to growth acceleration initiatives, approximately half of which was driven by digital marketing efforts, and to a lesser extent by a growth in partner commissions.

Revenues

The following table reflects comparative revenue and key operating statistics within Benefits:

NM - Not meaningful

58

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.

Operating Expenses

The following table compares line items within operating income and presents segment adjusted operating income and segment adjusted operating income margin for Benefits:

NM - Not meaningful

(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. See also Part II – Item 8 – Note 23, Segment Information, of our consolidated financial statements for more information regarding our segment determination.

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Revenue earned on HSA assets is highly accretive to earnings and is the primary driver of the increase in segment adjusted operating income margin for 2025 as compared to 2024.

The cost structure for our HSA investments allows revenue growth to be highly accretive to our margin. As a result, both 2025 operating income and segment adjusted operating income strongly benefited from the higher 2025 revenues. The largest contributing fluctuations in individual expense categories year-over-year consisted of the following:

Cost of Services

Service fees increased in 2025, as compared to 2024, primarily resulting from higher merchant and other related fees driven by account growth during the first half of 2025 and increased fees paid to partners on HSA balances.

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

Revenues

The following table reflects comparative revenue and key operating statistics within Corporate Payments:

(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.

Total Corporate Payments revenues decreased in 2025, as compared to 2024, net of $4.3 million favorable impact from foreign exchange rates. The decrease in revenue primarily resulted from a second quarter 2024 contract renegotiation with a large travel customer who transitioned to a new operating model. Under the new operating model, the decline in payment processing revenue earned was largely offset by an increase in account servicing revenue. The resultant shift in customer usage of our prepaid business model negatively impacted other revenue by reducing interest revenue earned on restricted cash balances.

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.

Operating 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:

60

(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. See also Part II – Item 8 – Note 23, Segment Information, of our consolidated financial statements for more information regarding our segment determination.

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. See below for an explanation of changes to our year over year 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. Instances in which our expenses in 2025 did not remain comparable to those of 2024 are described hereafter.

Cost of Services

The provision for credit losses for 2025 increased, as compared to 2024, as a result of higher collection risk on specific customer receivables and an increase in reserves as a result of macroeconomic factors.

Operating interest increased during 2025, as compared to 2024, due to higher relative average funding needs of the Corporate Payments segment.

Other Operating Expenses

General and administrative expenses decreased during 2025 as compared to 2024, due in part to decreased employee compensation costs, including a reduction in estimated attainment of performance-based employee stock-based compensation during 2025, and an immaterial prior year operational reserve recorded as a result of a third-party software outage.

Sales and marketing expense increased during 2025, as compared to 2024, resulting primarily from targeted incremental investment in our sales force tied to growth acceleration initiatives.

Unallocated Corporate Expenses

The following table compares line items within operating income for unallocated corporate expenses:

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

Non-Operating Income and Expense

The following table reflects comparative results for certain amounts excluded from operating income:

Financing interest expense, net of financial instruments increased in 2025, compared to the prior year. This increase was primarily due to incremental borrowings during the first quarter of 2025 primarily used to fund the Tender Offer. These increases were offset in part by lower interest rates and a reduction in borrowings on the Revolving Credit Facility. See Part II - Item 8 - Note 16, Financing and Other Debt, for more information.

Our foreign currency exchange exposure is primarily related to the remeasurement of our cash, receivable and payable balances, including intercompany transactions that are denominated in foreign currencies. Losses incurred during 2024 resulted from the weakening of certain foreign currencies in which we transact, including the Euro and the Australian and Canadian dollars, relative to the U.S. dollar. During 2025, foreign currency losses on intercompany balance revaluation from a strong Euro and weakened U.S. dollar against British pound sterling were substantially offset by net foreign currency gains on asset revaluations to U.S. dollar as a result of the weakening of the U.S. dollar during the year against most foreign currencies in which we transact.

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. See Part II – Item 8 – Note 14, Income Taxes of our consolidated financial statements for more information regarding the drivers behind our effective tax rates.

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. 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

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. 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.

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.

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

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

•Exclusion of the non-cash, mark-to-market adjustments on financial instruments, including interest rate swap agreements and investment securities, helps management identify and assess trends in the Company’s underlying business that might otherwise be obscured due to quarterly non-cash earnings fluctuations associated with these financial instruments. 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 exclusion of these items helps management compare changes in operating results between periods that might otherwise be obscured due to currency fluctuations;

•The change in fair value of contingent consideration, which is related to the acquisition of certain contractual rights to serve as custodian or sub-custodian to HSAs, is dependent upon changes in future interest rate assumptions and has no significant impact on the ongoing operations of the Company. 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;

•The Company considers certain acquisition-related costs, including certain financing costs, investment banking fees, warranty and indemnity insurance, certain integration-related expenses and amortization of acquired intangibles, as well as gains and losses from divestitures to be unpredictable, dependent on factors that may be outside of our control and unrelated to the continuing operations of the acquired or divested business or the Company. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs. The Company believes that excluding acquisition-related costs and gains or losses on divestitures facilitates the comparison of our financial results to the Company’s historical operating results and to other companies in our industry;

•Stock-based compensation is different from other forms of compensation as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to the Company is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time;

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

63

•Impairment charges represent non-cash asset write-offs, which do not reflect recurring costs that would be relevant to the Company’s continuing operations. The Company believes that excluding these nonrecurring expenses facilitates the comparison of our financial results to the Company’s historical operating results and to other companies in its industry;

•Debt restructuring and debt issuance cost amortization, which for the year ended December 31, 2023 includes the loss on extinguishment of Convertible Notes, are unrelated to the continuing operations of the Company. Debt restructuring costs are not consistently occurring and do not reflect expected future operating expense, nor do they provide insight into the fundamentals of current or past operations of our business. 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. Beginning in fiscal year 2024, the Company began utilizing a fixed annual projected long-term non-GAAP tax rate in order to provide better consistency across reporting periods. To determine this long-term projected tax rate, the Company performs a pro forma tax provision based upon the Company’s projected adjusted net income before taxes. The fixed annual projected long-term non-GAAP tax rate could be subject to change in future periods for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix including due to acquisition activity, or other changes to our strategy or business operations; and

•The Company does not allocate certain corporate expenses to our operating segments, as these items are centrally controlled and are not directly attributable to any reportable segment.

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

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

(1)The dilutive impact of the Convertible Notes was calculated under the ‘if-converted’ method for the periods through which they were outstanding. 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. 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.

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. For a reconciliation of GAAP operating income to total segment adjusted operating income, please see the following table:

64

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.

Although non-GAAP adjusted free cash flow is not calculated in accordance with GAAP, WEX believes that adjusted free cash flow is a useful measure to further evaluate our results of operations because (i) adjusted free cash flow indicates the level of cash generated by the operations of the business, which excludes consideration paid on acquisitions, after appropriate reinvestment for recurring investments in property, equipment and capitalized software that are required to operate the business; (ii) net Funding Activity includes fluctuations in deposits and other borrowings primarily used as part of our accounts receivable funding strategy; (iii) purchases of current investment securities are made as a result of deposits gathered operationally; and (iv) WEX Bank cash balances may be increased or decreased for reasons other than matching operating activity. However, because adjusted free cash flow is a non-GAAP measure, it should not be considered as a substitute for, or superior to, operating cash flow as determined in accordance with GAAP. In addition, adjusted free cash flow as used by WEX may not be comparable to similarly titled measures employed by other companies.

The following table reconciles GAAP operating cash flow to adjusted free cash flow for the years ended December 31, 2025, 2024, and 2023:

(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. For the year ended December 31, 2023, other adjustments also includes an adjustment to remove proceeds received of $50.0 million on the termination of our interest rate swap agreements from operating cash flows.

65

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and judgments about certain items and future events that affect reported amounts of assets and liabilities, revenue and expenses and related disclosure of contingent assets and liabilities at the date of the financial statements. Our significant accounting policies are described in Part II – Item 8 – Note 1, Basis of Presentation and Summary of Significant Accounting Policies. 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.

These accounting policies require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our consolidated financial condition, results of operations and cash flows could be materially affected.

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. We assess these receivables for individual expected credit loss estimates utilizing credit scoring and other information including the occurrence of disputes, conversations with customers, or other significant credit loss events. Management monitors the credit quality of accounts receivable in making judgments necessary to estimate expected credit losses by analyzing delinquency reports, loss-rate trends, changes in customer payment patterns, economic indicators and recent trends in competitive, legal, and regulatory environments. 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. The reserve for fraud losses is determined by monitoring pending fraud cases, customer-identified fraudulent activity, known and suspected fraudulent activity identified by the Company, as well as unconfirmed suspicious activity in order to make judgments as to probable fraud losses. Assumptions regarding expected credit and fraud 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.

To the extent calculated expected credit losses are not indicative of future performance, actual loss experience and our results of operations could differ significantly from management’s judgments and expectations, resulting in either higher or lower future provisions for credit losses, as applicable. 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. 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.

For additional information on credit losses, see Note 1, Basis of Presentation and Summary of Significant Accounting Policies, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

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. 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.

The significance of management’s estimates and assumptions are relative to the size of each individual acquisition. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

66

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.

Goodwill Impairment

Our goodwill impairment test is performed at least annually as of October 1, or more frequently, if events or conditions indicate the carrying amount of goodwill may not be recoverable.

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. 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.

If we decide not to perform a qualitative assessment, or if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment. Under a quantitative impairment test, we estimate fair value using a combination of an income-based DCFM valuation model and a market-based GPCM valuation model.

Within the DCFM, the key assumptions that drive fair value of our reporting units are the WACC and projected financial information (i.e. growth rates and the amount and timing of expected future cash flows), both of which require significant management judgment. As the WACC increases, fair value decreases because market participants would require a higher rate of return. Additionally, the profitability of individual reporting units may suffer periodically from downturns in customer demand or other economic factors. Individual reporting units may be more greatly impacted than the Company as a whole, given the different market sectors and geographies in which we operate. As a result, demand for the services of one or more of the reporting units could decline, which could adversely affect the key inputs to our estimated fair value of the Company’s reporting units. If actual reporting unit growth rates were to fall short of previous estimates or delays in the timing of future cash flows were to occur, the fair value of a reporting unit could be negatively impacted.

Within the GPCM, we obtain relevant comparable company earnings multiples by identifying a population of publicly traded companies with similar operations and key attributes to those of our reporting units (“GPCs”), considering revenue growth, profitability and the size of the reporting unit compared to the GPCs. This involves a certain degree of judgment as no two companies are entirely alike.

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. As of December 31, 2025, this reporting unit has $93.5 million of associated goodwill. Future impairment of this reporting unit may occur if financial results or macroeconomic conditions deteriorate versus our current expectations. 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.

For additional information on the accounting for goodwill and goodwill impairments recorded, see Note 1, Basis of Presentation and Summary of Significant Accounting Policies and Note 9, Goodwill and Other Intangible Assets, to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Income Taxes

Valuation allowance

We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized, the determination of which requires significant judgment. In evaluating the ability to recover deferred tax assets, we consider all available positive and negative evidence including past operating results, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. 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.

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

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.

Liquidity and Capital Resources

We fund our business operations primarily via cash on hand, cash generated from operations, the issuance of deposits and other borrowings primarily used as part of our accounts receivable funding strategy, and borrowings under our Revolving Credit Facility.

On March 6, 2025, we completed a private offering of $550.0 million in aggregate principal amount of 6.500% senior unsecured notes due in March 2033 (the “Senior Notes”) and entered into an amendment to our Credit Agreement which, among other things, established an incremental tranche of senior secured tranche B term loans in an aggregate principal amount of $450.0 million, both of which were used to (i) fund the Company’s Tender Offer, (ii) repay $250.0 million outstanding under the Revolving Credit Facility, and (iii) pay related fees and expenses, with any amounts remaining thereafter to be used for general corporate purposes.

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.

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. We fund a customer’s entire receivable in the majority of our Mobility and Corporate Payments processing transactions. In these transactions, we extend short-term credit to cardholders, paying the merchant or payment network, as applicable, for the purchase price less the fees we retain, generally within 10 days. We subsequently collect the total purchase price from the cardholders, typically within 30 days from the billing date.

Our long-term cash requirements consist primarily of amounts owed under our Credit Agreement and any other long-term debt outstanding and various facilities lease agreements. For more information on our debt and deposit commitments refer to Part II – Item 8 – Note 16, Financing and Other Debt and Note 11, Deposits, respectively, in this report. 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.

We believe that our current cash and cash equivalents, cash generating capabilities, financial condition and operations, and access to available funding sources will be adequate to fund our cash needs for the next 12 months and the foreseeable future. The table below includes a more comprehensive list of frequent sources and uses of cash:

(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. See Part II – Item 8 – Note 16, Financing and Other Debt, in this report for more information regarding our Credit Agreement and Senior Notes.

(2)WEX Bank’s regulatory status enables it to raise capital to fund the Company’s working capital requirements by issuing deposits, subject to various regulatory capital requirements administered by the FDIC and the UDFI. Additionally, WEX Bank holds deposits for the benefit of WEX

68

Inc.’s HSA customers subject to the terms of a deposit agreement. As of December 31, 2025, we had $5.4 billion in deposits. See Part II – Item 8 – Note 11, Deposits, in this report for more information regarding our deposits.

(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. See Part II – Item 8 – Note 16, Financing and Other Debt, in this report for more information regarding these facilities.

(4)The Company utilizes securitized debt agreements to finance a portion of our receivables, lower our cost of borrowing and more efficiently utilize capital. The Company had $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. Available capacity is generally dependent on the level of our trade accounts receivable eligible to be sold and the financial institution’s willingness to purchase such receivables. However, the Company is not dependent on them to maintain its liquidity and capital resources. See Part II – Item 8 – Note 16, Financing and Other Debt and Note 13, Off-Balance Sheet Arrangements, in this report for further information about the Company’s securitized debt and off-balance sheet arrangements.

(5)WEX Bank borrows from short-term uncommitted federal funds lines of credit from time to time to supplement the financing of the Company’s accounts receivable. There were 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. See Part II – Item 8 – Note 16, Financing and Other Debt, to our consolidated financial statements for more information regarding these facilities.

(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. 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. 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. 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.

Cash Flows

The table below summarizes our cash activities and adjusted free cash flow:

(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 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

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. Consequently, cash flows from operations are impacted significantly by increases or decreases in fuel prices and purchase volumes, driving changes in accounts receivable and accounts payable balances, which directly impact our capital resource requirements.

The majority of the Company’s trade receivables provide for payment terms of 30 days or less and receivables not paid within the terms of the agreement are generally subject to late fees based upon the outstanding receivable balance. The Company also extends revolving credit to certain small fleets.

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. 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 decrease was primarily attributable to a factoring accounts receivable portfolio acquired during the first quarter of 2025, offset in part by a reduction in income taxes paid as a result of the OBBBA and an increase in upfront payments received from customers.

•Net cash provided by operating activities for 2024 decreased $426.5 million as compared to 2023. 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.

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. 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. Additionally, 2023 cash flows used for investing activities included over $400 million in acquisition payments, which did not recur in 2024.

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.

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. During 2025, we funded the majority of such share repurchases with $450.0 million of gross borrowings from a new Term Loan B-3 facility under our Credit Agreement and through gross proceeds of $550.0 million from a new offering of Senior Notes. The excess of proceeds received through these borrowings over the amounts paid to repurchase shares were used to repay borrowings on the Revolving Credit Facility. During 2024 we funded the majority of share repurchases with borrowings under our Revolving Credit Facility. As a result, these transactions collectively had little net impact on net cash flows from financing activities. Our share repurchase program expired on January 1, 2026.

70

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.

Financial Covenants

The Credit Agreement contains various affirmative and negative covenants that, subject to certain customary exceptions, limit the Company and its subsidiaries’ (including, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries) ability to, among other things (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s assets. The Credit Agreement also contains customary financial maintenance covenants, including that the Company maintain at the end of each fiscal quarter the following financial ratios:

•a consolidated interest coverage ratio (as defined in the Credit Agreement) of no less than 3.00 to 1.00; and

•a consolidated leverage ratio (as defined in the Credit Agreement) of no more than 4.75 to 1.00.

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. 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. Therefore, we do not believe total unused credit available to customers and customers of strategic relationships represents future cash requirements. We believe that we can adequately fund actual cash requirements related to these credit commitments through the sources of cash described above.

Deferred Payments on Acquisition

We have deferred cash payments and additional consideration owed pursuant to previously completed acquisitions. 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. For additional information with respect to interest owed on these deferred payments, see Part II – Item 8 – Note 19, Commitments and Contingencies.

The April 2021 asset purchase agreement with Bell Bank for the acquisition of certain contractual rights to serve as custodian or sub-custodian to over $3 billion of HSAs includes additional consideration payable annually by WEX that is calculated on a quarterly basis and is contingent, and based, upon increases in the Federal Funds rate from the date of acquisition. 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. The Company expects that it will incur the full $225.0 million in contingent consideration, with final payment expected in the first quarter of 2027.

As more fully discussed in Part II – Item 8 – Note 4, Acquisitions, the Company expects to close on the acquisition of a card program portfolio during the first quarter of 2026. The cost of the purchased accounts receivable is not fixed and determinable as such cost will be based on balances outstanding as of the close date, however, the Company does not

71

expect the aggregate purchase price of the portfolio to exceed $35.0 million, which we anticipate will be converted into cash shortly following the closing of the acquisition.

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. 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. 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 contractual arrangements with certain fuel suppliers, the Company is subject to minimum annual volume commitments for the purchase of fuel products. Upon failing to meet these minimum commitments, the Company is subject to underlift fees. Such fees have generally been immaterial. See Part II – Item 8 – Note 19, Commitments and Contingencies, for more information.

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. 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.

Regulatory Matters

WEX Bank is subject to a consent order issued by the FDIC on September 20, 2023 (the “2023 Order”), which requires WEX Bank to make certain improvements, which include corrections of certain issues identified in the 2023 Order and general enhancements to WEX Bank’s compliance management program. Customer impact and any resulting harm from the violations detailed in the 2023 Order have been identified and steps have been taken to remediate any such impact and harm. On December 17, 2024, the FDIC assessed a civil money penalty of $650 thousand to WEX Bank, which has been paid in full, in relation to the 2023 Order. The terms of the 2023 Order will remain in effect and be enforceable until they are modified, terminated, suspended or set aside by the FDIC. The civil money penalty and the matters identified in the 2023 Order have not had, nor are they expected to have, a material effect on WEX Bank’s operations or the Company’s results of operations, financial condition or cash flows.