🧾 What This Document Is

This is a Definitive Additional Material (DEFA14A) filing. Think of it as an extra chapter added to a proxy statement. Companies file these to give shareholders more information before they vote. In this case, WEX's board is making a direct, last-minute plea to shareholders ahead of the May 5, 2026, Annual Meeting. It's essentially a campaign letter in a corporate election battle.

🏛️ The Battle Lines Are Drawn

At its core, this is about a proxy contest. An activist investment firm, Impactive Capital, is trying to shake up WEX's board of directors. They want to replace one-third of the board, including the Chair & CEO and committee chairs, with their own nominees.

👉 Why it matters: The current board is urging shareholders to vote for their nominees (on the BLUE proxy card) to protect the company's current strategy and momentum. They argue Impactive's plan would be disruptive and harmful.

📈 The Board's Performance Case

The board is highlighting strong results to prove their strategy is working:

• 2025 was a record year for revenue, net income per share, and adjusted net income per share.
• Q1 2026 results exceeded their own guidance range.
• They've raised their financial outlook for 2026.
• Stock performance: The stock price has risen nearly 50% over the last year, and WEX claims its total shareholder return has beaten its benchmark peer group.

👉 Why it matters: The board is saying, "Look at the progress we're making. Don't change horses in mid-stream." They point to growing transaction volumes and accounts faster than key competitors in their Mobility and Benefits segments.

⚔️ The "Stronger Together" Argument

Impactive has proposed breaking up WEX (spinning off or selling its parts). After a deep strategic review with financial advisors Bank of America and J.P. Morgan, the board unanimously rejected that idea.

Their reasoning: A breakup would create a company with:

• Lower growth rates.
• Higher customer concentration (more risk).
• Less scale and efficiency.
• Greater earnings volatility.
• Reduced access to cheap capital from WEX Bank.

👉 Why it matters: The board is defending its conglomerate structure, arguing that the sum of WEX's parts is greater when kept together.

⚠️ Serious Concerns About Impactive's Nominee

The board takes a highly unusual step by publicly questioning the qualifications of Impactive's nominee, Ms. Taylor Wolfe. Their allegations are severe:

1. Conflict of Interest: Her spouse's investment firm has a large stake (reportedly over $300 million) in Ramp, which WEX considers a direct competitor. The board notes Ramp actively targets WEX customers with ads.
2. Past Conduct: They cite "concerns regarding her conduct on a prior board."
3. Impactive's Approach: They criticize the firm for an alleged "inattention to regulatory oversight and misaligned investment time horizon."

👉 Why it matters: This is a direct attack on the credibility of the opposition's candidate. The board is arguing she cannot be a true, unbiased fiduciary for WEX shareholders due to her family's financial ties to a competitor.

📞 How to Vote & Get Help

The filing ends with crucial logistical information for shareholders:

• Voting Deadline: For the Annual Meeting on May 5, 2026.
• How to Vote: Use the BLUE proxy card to vote "FOR" ONLY WEX's nominees.
• Get Assistance: Shareholders can call the proxy solicitor, INNISFREE M&A INCORPORATED, at:
  • Toll-free (U.S. & Canada): +1 (877) 750-0637
  • International: +1 (412) 232-3651
  • Banks & Brokers (collect call): +1 (212) 750-5833

🧠 The Analogy

This is like the captain and crew of a ship (WEX's management and board) arguing with a loud passenger (Impactive) who wants to take the wheel. The captain points to the ship's improving speed and course, warns that the passenger's proposed shortcut could hit rocks, and questions whether the passenger's new pilot (Ms. Taylor Wolfe) is secretly working for a rival shipping line. They're asking the other passengers (shareholders) to trust the current crew to get them to their destination.

🧩 Final Takeaway

WEX's board is in a fierce fight for control. They are using this document to make a final case that the company is performing well under their leadership, that a breakup is a bad idea, and that the activist's proposed director has unacceptable conflicts of interest. They urgently need shareholders to vote for their slate to continue their current strategy.