WEX Inc. (WEX) Business

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. 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. 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.

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. 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. 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. 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. We support accounts payable automation, embedded payment use cases across industries — including the travel industry — and white-label programs for financial institutions through our issuing capabilities and payment technology.

The following graphic illustrates how our competencies and capabilities come together to support these key segments:

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Our wholly owned subsidiary, WEX Bank, currently funds a significant portion of our Mobility and Corporate Payments operations. The Bank's credit team has deep risk management knowledge and expertise, which they utilize to establish and oversee lending parameters, extend credit, monitor portfolio performance and manage concentration and industry-related risks, which are incorporated into underwriting standards to support prudent risk management. We believe that our ownership of WEX Bank provides us with a competitive advantage through access to low-cost sources of capital and liquidity and enables us to design funding solutions for customers that complement our technology solutions. Additionally, WEX Bank manages a compliance program designed to ensure adherence to applicable laws and regulations, including anti-money laundering monitoring, sanctions screening and suspicious activity reporting. WEX Bank also serves as a depository institution for the majority of HSA deposits held by the Company, investing these funds in fixed-income debt securities. This in-house function allows WEX to maximize investment returns while maintaining an effective risk profile.

We believe the breadth of our ecosystem — our technology, talented workforce, and global customer and partner footprint — not only positions us to help organizations operate more efficiently and manage complexity, but also provides WEX with a diverse set of levers to support the achievement of our financial and business goals.

Certain Key Developments in 2025

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. Our purpose is consistent – to simplify the business of running a business – and serves as the north star of our strategy. This strategy is guided by three pillars that define how we prioritize opportunities, allocate capital, and execute in the market.

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•Amplify our core. We continue to strengthen our leadership positions and deepen customer loyalty through targeted investments, best-in-class sales execution, new products and capabilities, and operational discipline.

•Expand our reach. We extend our platform into adjacent workflows and new use cases, through additional growth vectors that unlock revenue opportunities while building customer value.

•Accelerate innovation. We focus on driving greater productivity and customer value from our investments and delivering operating leverage in our model.

Technology, Data and Resources

Our technology strategy is grounded in a deep understanding of customer needs and leverages our payments and software expertise to support sustained product innovation. 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. Our ability to expand the customer segments we serve and the features we offer is enabled by continued advancement of our shared platforms for data, AI, security, and development pipelines, where improvements to a singular platform can benefit multiple product suites.

A core principle of our technology vision is the delivery of reliable, secure, and scalable systems. Our multi-cloud strategy provides flexibility, supports compliance requirements, and reduces reliance on higher-cost, less adaptable data centers. As we simplify and decouple systems, we increase component reuse, improve scalability, and enhance our ability to isolate issues and integrate with partners. Our internal platform provides developers with shared tools to build, test, and publish applications more rapidly while benefiting from built-in security standards and guardrails. These initiatives are reinforced by multi-layered security and privacy controls designed to mitigate cybersecurity risks and safeguard customer data. See Part I – Item 1C – Cybersecurity for information on our processes and procedures in place for managing cybersecurity risk and overseeing the use and development of artificial intelligence in accordance with our AI Governance Framework.

Data continues to be a critical differentiator as we advance our digital transformation. The breadth of our data assets enables a wide range of operational and analytical use cases across our business and supports more informed, data-driven decisions for employees and customers. This foundation also supports the development and deployment of AI capabilities within our products and internal processes. 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.

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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 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. We pursue registration and protection of certain trademarks in the U.S. and other countries in which we operate or plan to operate. We have acquired several brands globally, including but not limited to Fleet One, EFS, Payzer, Sawatch Labs, benefitexpress, and Ascensus Health & Benefits in the United States, and eNett and Motorpass internationally. 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

Overview

Within our Mobility segment, WEX is a leader in fleet payment solutions, transaction processing, and information management. We serve diverse fleet needs globally, addressing the marketplace through three different business units:

•North American Mobility. Addresses the needs of businesses that utilize primarily light and medium duty vehicle fleets central to the operation of the service economy in North America.

•Over-the-Road. Addresses the needs of businesses that utilize primarily medium and heavy duty vehicles central to the operation of the freight economy in North America.

•International Mobility. 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. 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. Powered by payment intelligence and workflow optimization, these solutions deliver transformative value to operators, fleet managers, and business managers. Our solutions simplify our customers' businesses by optimizing costs, streamlining operations, and improving driver and fleet manager satisfaction while advancing sustainability and driving business growth.

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. 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. We provide standard and personalized information to customers through vehicle analysis reports, custom reports, and a variety of digital channels. We also alert customers of unusual transactions or those that fall outside of preestablished parameters, enabling them to better control their expenses and optimize their fleet operations. 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.

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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. 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. 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. 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. We are well positioned to help our customers transition to an expected mixed-fleet future. 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.

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.

Distribution

We market our Mobility products and services both directly and indirectly to businesses and government agencies with fleets of commercial vehicles, including fleets of all sizes, and over-the-road, long haul fleets. Our direct product suite includes payment processing and transaction processing services, WEX-branded fleet cards in North America and Europe, along with Esso®-branded fleet cards in Europe and Motorpass®-branded fleet cards in Australia. Additionally, the WEX products and services are marketed under the EFS™, EFS Transportation Services, T-Chek, and Fleet One® network brands.

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.

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. 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.

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Overview

WEX’s Benefits segment is a scaled, data-rich platform that simplifies and modernizes employee benefit administration. 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.

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.

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. A leading independent annual report consistently places us among the largest HSA custodians, by custodial assets, in the market. This scale reflects strong participant engagement and strengthens our recurring revenue streams through custodial fees, interchange, and yield on cash.

Solution

Our Benefits solutions remove friction across the benefits life cycle – plan selection, enrollment, account funding, claims, payments, and daily program management.

The following summarizes our key products and services within the Benefits segment:

•Consumer-directed benefits. We provide a SaaS-based platform for record-keeping, reimbursement, and real-time debit card processing for HSAs, FSAs, HRAs, lifestyle accounts, and more.

•Non-bank custodial services. Custody, cash management, and depository relationships, including WEX Bank.

•COBRA and billing administration. Software and payment processing that improve compliance and participant continuity.

•Benefits administration and enrollment. We provide tools that simplify benefits selection and deliver a modern, streamlined user experience.

•Administrative services. Claims, service, reporting, and support for employers and participants that round out a full-service model.

A core advantage of our offerings is our data intelligence. Our platform produces deep insights into participant behavior, employer benchmark comparisons, and operational efficiency metrics. This allows us to deliver tailored guidance, improve plan performance, and create a more informed and engaged consumer experience.

Revenue in this segment is derived primarily from per-participant fees charged for our software and administrative services, income earned on HSA deposits, and interchange on benefit plan debit cards. 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. 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.

This flexibility enables us to expand reach efficiently. 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.

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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 providers like Alight Technologies, bswift, Businessolver, Empyrean, and PlanSource. We believe we compete favorably against these competitors through the combination of the breadth of our solution, the feature-richness of our platform, and the fact that our offerings can be deployed flexibly, from software-only to full benefit administration, with a wide range of options in between.

Overview

Our Corporate Payments segment delivers global B2B payment solutions, powered by payment intelligence and workflow optimization, that enhance security, simplify processes, and drive revenue. Leveraging scale, network incentives, global expertise, and our supplier enablement team, we optimize revenue for our customers. Our capabilities and solutions broadly fall into two categories:

•Embedded Payments. 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. 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.

Solution

The Corporate Payments segment allows businesses to centralize purchasing, simplify complex supply chain processes, and eliminate the paper check writing associated with traditional purchase order programs. It also enables technology companies and innovators across the globe to streamline their payment needs with a single, integrated technology and issuing partner. We combine wholly-owned and developed cloud-based technology along with our wholly-owned and operated global financial services capabilities, inclusive of WEX Bank and our various electronic money institutions around the world, to satisfy the commercial payments needs of our customer base.

At the core of our Corporate Payments product set is a virtual card, which our customers use to satisfy payment obligations in their business models. Our virtual payments capability is used for transactions where no physical card is presented, including transactions that are increasingly completed online in a digitally connected world, but can also be used over the telephone, by mail, by email, or by fax. 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. The unique VCN limits purchase amounts and tracks, settles, and reconciles purchases more easily, creating efficiencies and cost savings for our customers. 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. The use of a commercial virtual card is particularly appealing for its ability to easily reconcile, protect against fraud, provide chargeback protections, have global currency capabilities, and generate rebates through interchange economics.

We surround our core virtual card capabilities with a set of additional solution features to serve our customers. 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.

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

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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.

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.

Distribution

We market our Corporate Payments segment products and services both directly and indirectly to new and existing customers in a variety of models.

Within our Embedded Payments solutions, we focus on direct sales to leading companies in the travel, fintech, insurance, consumer bill pay, and media verticals. 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. 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.

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. We compete against specialized financial technology firms that are focused on delivering processing capabilities to the marketplace, such as I2C, Global Payments, and Marqeta, in partnership with partner banks who provide payments services, such as Cross River Bank, Celtic Bank, MVB Bank, or Sutton Bank. 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.

People

Talent Strategy

Culture and engagement are of utmost importance to our business. We foster a collaborative and supportive culture based on our core values:

Our employees, their well-being, and the culture in which they operate are core to our success as an organization and as an operating business. 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. We believe that achieving our growth goals and maintaining our position as a leading global commerce platform requires a strategy focused on attracting, developing, and retaining exceptional talent. The satisfaction, development, and well-being of our people will always be among our top priorities.

We promote employee career growth and development through comprehensive training programs, tools, and education, including online self-service learning platforms, professional development programs, leadership and mentoring programs, incentives to foster community and engagement, dedicated well-being campaigns, and personal financial counseling. Through these programs, we strive to foster improved individual and business performance and employee engagement, satisfaction, and fulfillment. In addition, our global recognition program allows employees to nominate each other for

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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. WEX’s Total Rewards program includes salary, paid time off, 401(k) employer match, eligibility for short term incentive payments and long term incentive equity awards, as well as health and wellness, conception, career, social, community, and overall well-being benefits.

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. We care deeply about employee engagement and satisfaction and capture employee feedback through an annual employee survey and pulse surveys throughout the year, which measure cultural and engagement indicators. We utilize the survey results to guide our decisions throughout the organization.

We aim to cultivate a business culture that drives the development of the innovative solutions our customers depend on. We embrace our employees’ varied experiences and backgrounds to create an engaged and dynamic workplace. We are committed to creating a global talent base that reflects our communities, partners, and customers, and to cultivating an environment where all employees can thrive.

Health, Safety, and Wellness

We aim to promote and facilitate a holistic well-being continuum of care for our employees, prioritizing physical, emotional, and behavioral safety and ensuring their well-being is at the forefront. We monitor the current environment along with legislative updates and remain mindful of the unique challenges both can create for our workforce. We also continue to champion flexible working for our workforce, as our employee surveys indicate an appreciation for the flexibility of being able to work remotely. Whether our employees are working in office or at home, our primary objective remains the same — to support a healthy and safe environment for our employees. 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.

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. In addition, a substantial number of laws and regulations govern or affect WEX Bank, as an insured depository institution, and our operations related to our Benefits business.

We are also subject to direct supervision and periodic examinations by various governmental agencies and industry self-regulatory organizations that are charged with overseeing the kinds of business activities in which we engage, including the UDFI, the FDIC, the SEC, and a number of state and foreign regulatory and licensing authorities. These agencies and authorities generally have broad authority and discretion in restricting and otherwise affecting our businesses and operations and may take formal or informal supervisory, enforcement, and other actions against us when, in the applicable agency’s or organization’s judgment, our businesses or operations fail to comply with applicable law, or meet its supervisory expectations. We strive to maintain constructive relationships with regulatory authorities.

The laws and regulations that apply to the Company are often evolving and sometimes ambiguous or inconsistent, and the extent to which they apply to us is at times unclear. This section, while not exhaustive, summarizes certain federal and state laws and regulations in the United States, as well as foreign laws and regulations, that are applicable to our business. In addition, the scope and interpretation of the legal and regulatory framework governing our businesses could change in the future and have a significant effect on us. See Part I – Item 1A – Risk Factors – Risks Related to Regulation for a more detailed discussion of regulatory risks affecting us.

General Regulation, Supervision, and Examination of WEX Bank

As an industrial bank organized under the laws of the State of Utah that does not accept demand deposits that may be withdrawn by check or similar means, WEX Bank currently meets the criteria for exemption as an industrial bank from the definition of “bank” under the Bank Holding Company Act. As a result, WEX Inc. is generally not subject to the Bank Holding Company Act. WEX Bank is, however, subject to examination and supervision by the FDIC and the UDFI. Regular examinations are conducted and ratings are issued based on the FDIC’s examination policies and composite ratings framework. As regulatory bodies, the FDIC and the UDFI may issue informal or formal enforcement actions for violations of

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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.

Additionally, WEX Bank does business with customers outside of the United States and, in some countries, relies on a letter of non-objection from the local banking authority to provide services to customers in the said country from the United States. WEX Bank complies with the applicable United States regulations for services provided to those countries from the United States.

Restrictions on Intercompany Borrowings and Transactions

Sections 23A and 23B of the FRA and the implementing regulations limit the extent to which the Company can borrow or otherwise obtain credit from, or engage in, other “covered transactions” with WEX Bank. These rules also require that the Company or any of its affiliates (as such term is defined in Section 23A of the FRA) engage in transactions with WEX Bank only on terms and under circumstances that are substantially the same, or at least as favorable to WEX Bank, as those prevailing at the time for comparable transactions with nonaffiliated companies. “Covered transactions” include loans or extensions of credit, purchases of or investments in securities, purchases of assets, including assets subject to an agreement to repurchase, acceptance of securities as collateral for a loan or extension of credit, or the issuance of a guarantee, acceptance, or letter of credit. Although the applicable rules do not serve as an outright ban on engaging in “covered transactions,” they do limit the amount of covered transactions WEX Bank may have with any one affiliate and with all affiliates in the aggregate. Furthermore, with certain exceptions, each loan or extension of credit by WEX Bank to the Company or its other affiliates must be secured by collateral with a market value ranging from 100 percent to 130 percent of the amount of the loan or extension of credit, depending on the type of collateral. See Part I – Item 1A – Risk Factors – “WEX Bank is subject to regulatory requirements that have in the past, and may in the future, require us to make capital contributions to WEX Bank or that may restrict WEX Bank’s ability to make cash available to WEX Inc.”

Consumer Protection

The Dodd-Frank Act granted the CFPB general authority to prevent covered persons or service providers from committing or engaging in unfair, deceptive or abusive acts or practices under federal law in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. 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. The UDFI is responsible for examining and supervising WEX Bank’s compliance with state consumer protection laws and regulations.

The CFPB is also engaged in regulating the payments industry, including with respect to prepaid cards under Regulation E, which imposes requirements on general-use prepaid cards, store gift cards and electronic gift cards, which currently comprise a limited number of WEX products but could evolve with the business over time.

In addition, the Federal Trade Commission Act prohibits unfair or deceptive acts or practices in or affecting commerce for entities including WEX Inc. and its subsidiaries that are not directly regulated by the CFPB. Additionally, all fifty states and the District of Columbia have their own laws prohibiting unfair or deceptive acts and practices, many of which also include a private right of action. For information regarding a consent order issued by the FDIC on September 20, 2023, relating to our compliance management program, see Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Matters.

Interchange Fees

On July 1, 2022, WEX Bank became subject to provisions in the Durbin Amendment to the Dodd-Frank Act, which provide that interchange fees that a card issuer or payment network receives or charges for debit transactions will be regulated by the Federal Reserve and must be “reasonable and proportional” to the cost incurred by the card issuer in authorizing, clearing and settling the transaction. Payment network fees may not be used directly or indirectly to compensate card issuers in circumvention of the interchange transaction fee restrictions. As of the date of this filing, the applicability of the Durbin Amendment to any prepaid or debit card products we have is minimal.

Over-the-Counter Derivatives Market

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) also establishes federal oversight and regulation of the over-the-counter derivatives market and entities that participate in that market. 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

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