WEX Inc. WEX

election_required = True...eficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares before 6 TABLE OF CONTENTS the Expiration Time) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

expiry = 2025-03-25...gregate Purchase Price of Not More Than $750 Million at a Per Share Purchase Price Not Less Than $148.00 Per Share Nor Greater Than $170.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MARCH 25, 2025, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). WEX Inc., a Delaware corporation (the “Company,” “WEX,” “we,” “our” or “us”), invites our stockholders to tender up to $750 m...

listed = True.... TABLE OF CONTENTS The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Financing Condition (as defined herein). See Section 7. Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) and trades under the symbol “WEX.” On February 25, 2025, the reported closing price of our Common Stock on the NYSE was $158.00 per share. On February 24, 2025, the last full trading day prior to the announcement of the intention to commence the Offer, the reported closing price of our Common Stock on the NYSE was $148.29 pe...

mechanism = DUTCH...? The issuer of the shares, WEX Inc., is offering to purchase the shares of Common Stock. See Section 1. What will be the Purchase Price for the shares and what will be the form of payment? We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a range specified by us, at which you are willing to tender your shares. The price range for the Offer is $148.00 to $170.00 per share of Common Stock. Promptly following one minute after 11:59 p.m., New York City time, on March 25, 2025, unless the Offer is extended or terminated (...

mechanism = DUTCH...t (a)(5)(D) WEX ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER PORTLAND, Maine--(BUSINESS WIRE)—March 26, 2025 WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at one minute after 11:59 p.m., New York City time, on Tuesday, March 25, 2025. Based on the preliminary count by Equiniti Trust Company, LLC, the depositary for the tender offer, a total of approximately 4,877,214 shares of WEX’s common stock, par value $0.01 per share (each share of WEX’s common stock, a “S...

mechanism = DUTCH...OF TENDER OFFER WEX Acquires 4,870,130 Shares at $154.00 Per Share PORTLAND, Maine--(BUSINESS WIRE)—March 31, 2025 WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced the final results of its modified “Dutch auction” tender offer, which expired at one minute after 11:59 p.m., New York City time, on Tuesday, March 25, 2025. Based on the final count by Equiniti Trust Company, LLC, the depositary for the tender offer, a total of 4,891,736 shares of WEX’s common stock, par value $0.01 per share (each share of WEX’s common stock, a “Share,” and collectiv...

must_tender_all = True...rice (and not validly withdrawn prior to the Expiration Time) for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). It is therefore possible that some or all of the shares you tender will not be purchased. See Sections 1 and 6. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below t...

price = USD 148.0-170.0...dure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a range specified by us, at which you are willing to tender your shares. The price range for the Offer is $148.00 to $170.00 per share of Common Stock. Promptly following one minute after 11:59 p.m., New York City time, on March 25, 2025, unless the Offer is extended or terminated (such date and time, as they may be extended, the “Expiration...

price = USD 154.0...mon stock, par value $0.01 per share (each share of WEX’s common stock, a “Share,” and collectively, the “Shares”), were validly tendered and not validly withdrawn at or below the purchase price of $154.00 per Share, which includes 1,547,927 Shares that were tendered through notice of guaranteed delivery at or below such purchase price. In accordance with the terms and conditions of the tender offer and based on the preliminary cou...

price = USD 154.0...ock, par value $0.01 per share (each share of WEX’s common stock, a “Share,” and collectively, the “Shares”), were validly tendered and not validly withdrawn at or below the final purchase price of $154.00 per Share. In accordance with the terms and conditions of the tender offer, WEX accepted for purchase a total of 4,870,130 Shares, representing approximately 12.5% of the Shares issued and outstanding as of March 25, 2025, at the...

priority = True...prices equal to or less than the Purchase Price will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. If you wish to maximize the chance that your shares will be purchased by us, you should check the box in the Letter of Transmittal captioned “Shares Tendered at Price Determined Under the Offer”. If you agree to accept the purchase price determined in the Offer, your shares will be deeme...

threshold = 100...pplicable law. If we do so, the preceding provisions will apply to the greater value. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 ny20044175x1_exa1a.htm EXHIBIT (A)(1)(A) TABLE OF CONTENTS Exhibit (a)(1)(A) WEX INC. Offer to Purchase for Cash Shares of its Common Stock for an Aggregate Purchase Price of Not More Than $750 Million at a Per Share Purchase Price Not Less Than $148.00 Per Share Nor Greater Than $170.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MARCH 25, 2025, UNLESS THE...

txn_type = TENDER_OFFEREX-99.(A)(5)(D) 2 ny20044175x9_exa5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) WEX ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER PORTLAND, Maine--(BUSINESS WIRE)—March 26, 2025 WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced the preliminary results of its modified “Dutch auction” tender offer, which expired at one minute after 11:59 p.m., New York City time, on Tuesday, March 25, 2025. Based on...

txn_type = TENDER_OFFEREX-99.(A)(5)(E) 2 ny20044175x10_ex-a5e.htm EXHIBIT (A)(5)(E) Exhibit (a)(5)(E) WEX ANNOUNCES FINAL RESULTS OF TENDER OFFER WEX Acquires 4,870,130 Shares at $154.00 Per Share PORTLAND, Maine--(BUSINESS WIRE)—March 31, 2025 WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced the final results of its modified “Dutch auction” tender offer, which expired at one minute after 11:59 p.m., New York Ci...

accepted = 4870130...ctively, the “Shares”), were validly tendered and not validly withdrawn at or below the final purchase price of $154.00 per Share. In accordance with the terms and conditions of the tender offer, WEX accepted for purchase a total of 4,870,130 Shares, representing approximately 12.5% of the Shares issued and outstanding as of March 25, 2025, at the final purchase price of $154.00 per share, for an aggregate purchase price of approximately $750,000,000.00, excluding fees and expenses relating to the tender offer. Because the...

final_price = 154.0...shares of WEX’s common stock, par value $0.01 per share (each share of WEX’s common stock, a “Share,” and collectively, the “Shares”), were validly tendered and not validly withdrawn at or below the final purchase price of $154.00 per Share. In accordance with the terms and conditions of the tender offer, WEX accepted for purchase a total of 4,870,130 Shares, representing approximately 12.5% of the Shares issued and outstanding as of March 25, 2025, at the final purchase price of $154.00 per share, for an aggregate...

oddlot_filled = YES...Shares tendered at or below the final purchase price of $154.00 per Share would have exceeded the aggregate purchase price of the tender offer, Shares were accepted for purchase on a pro rata basis, except for tenders of “odd lots,” which were accepted in full, and conditional tenders that were automatically regarded as withdrawn because the condition was not satisfied. WEX has been informed by the depositary that the final proration factor for the tender offer is approximately 99.55%. The depositary will promptly pay for all the Shar...

proration_pct = 99.55...odd lots,” which were accepted in full, and conditional tenders that were automatically regarded as withdrawn because the condition was not satisfied. WEX has been informed by the depositary that the final proration factor for the tender offer is approximately 99.55%. The depositary will promptly pay for all the Shares accepted for purchase pursuant to the tender offer and will return all other Shares tendered and not purchased. About WEX WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX...