WEX 10-K & 10-Q changes, risk factors and insider trading

•A reduction in the demand for or supply of gasoline and/or diesel fuel, and/or volatility or decline in such fuel prices, could have a material adverse effect on our business, financial condition, and operating results.

•WeIf processany transactions throughof the MastercardWEX and Visa networks through the financial services of WEXowned issuers and other third party licensed institutions. If any of these licensed institutions stopthat we use to process transactions through the Mastercard or Visa networks, cease to be licensed, or are unable or unwilling to provide these services to us, we would need to find other appropriate institutions to provide such services.

•We have experienced and may in the future experience substantial credit and fraud losses and other adverse effects.

•We may not berealize ablethe toexpected successfullybenefits executeof ontransactions, including acquisitions or divestitures as part of our strategy.divestitures.

•We have incurred, and may incur in the future, impairment charges on goodwill or other intangiblelong-lived assets.

•The loss or suspension of WEX Bank’s ILC, changes in applicable regulatory requirements, or an increase in the number or type of institutions eligible for an ILC or to be authorized to conduct activities typically reserved for ILCs and other bank entities could be disruptive to our operations, increase costs, and increase competition.

•WEX Bank is subject to funding risks associated with its reliance on brokered deposits.deposits and advances from the FHLB.

•We currently have a substantial amount of indebtedness, including indebtedness tied to variable interest rates, and may incur additional indebtedness, which could increase our leverage, affect our flexibility in managing our business and could materially and adversely affect our ability to meet our obligations.

•Legislation and regulation of, and private actions related to climate changesustainability issues could adversely affect our business.

A significant portion of our revenue is generated by the purchase and sale of gasoline and diesel fuel by or through our customers and from our fuel retailer partners, and, as a result, a reduction in the demand for or supply of gasoline and/or diesel fuel and/or volatility or decline in such fuel prices could have a material adverse effect on our business, financial condition, and operating results.

Our Mobility segment is our largest segment by total revenue and our customers and fuel retailer partners in this segment primarily purchase or sell gasoline or diesel fuel. Accordingly, a substantial amount of our Company’s total revenue is generated throughas a result of the purchase and/or sale of fuel, making our revenues in this segment subject to the demand for and supply of fuel and historically volatile fuel prices.

A substantial portion of our Mobility segment total revenues, particularly in our North American Fleet business, result from fees paid to us by fuel providers based on a negotiated percentage of the purchase price of fuel purchased by our customers. We currently do not utilize fuel hedging derivatives, and therefore, these revenues are currently exposed to the full impact of fuel price declines and our net income is exposed to fuel price volatility. Therefore, extended declines in the price of fuel, as well as declines in the amount of fuel purchased by our customers or sold by our fuel retailer partners would have a material adverse effect on our total revenues and therefore our business, financial condition, and operating results.

Fuel prices and fuel price volatility isare influenced by many factors, all of which are beyond our control. These factors include, but are not limited to:

•the demand for commercial, trucking and freight hauling services;

•geo-political conditions, including revolution, insurgency, environmental activism, terrorism, war or war,international conflicts, such as, the ongoing conflicts and instability in Venezuela, Europe and the Middle East;

•unexpected public health events like the COVID-19 pandemic;

•general local, regional, or worldwide economic conditionsconditions, including heightened international trade tensions;

Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The long-term effects of these and other factors on prices for fuel could be substantial and we cannot predict the precise impact of any of these factors on fuel prices. For example, although we cannot predict the duration or severity of impact, the imposition and threatened imposition of tariffs and the ongoing conflicts and instability in Venezuela, Europe and the Middle East, and the resulting sanctions and military actions, have significantly impacted and will likely continue to impact volatility in worldwide fuel prices.

Our revenue is also dependent, in part, on the late fees that our customers pay on past due balances and finance charges on revolving portfolio balances. As a result, a decrease in the price of fuel or volume of fuel purchased may lead to a decline in the amount of late fees we earn from customers who fail to pay us timely. Alternatively, an increase in the price of fuel could lead to higher amounts of receivables or payables we fund, thereby increasing the risk of, and our exposure to, a failure to pay by our counterparty, as well as an increase in the amount of fraudulent activity. See Part I – Item 1A – Risk Factors – "We have experienced and may in the future experience substantial credit and fraud losses and other adverse effects if we fail to adequately assess and monitor credit risks posed by our counterparties or if there continues to be fraudulent use of our payment cards or systems."

In addition to its impact on the price of fuel, the market demand for and supply of fuel and other vehicle products and services may affect the number of transactions or the volume of fuel sold. Fewer gallons sold equates to a lower total purchase price of fuel on which our negotiated percentage revenue is determined. Our revenues, particularly in the over-the-road business, are also dependent, in part, on a flat fee derived from each fuel purchase transaction. Accordingly, in a soft fuel demand environment — which could be caused by a number of factors beyond our control, including higher prices, general local, regional,regional or worldwide economic conditions, public health crises, decreased demand for trucking and freight hauling servicesservices, such as the current freight demand recession in the United States, and governmental regulations and legislation, including those pertaining to GHG emissions and fuel efficiency standards — fewer transactions occur, resulting in less revenue to us. Credit and other standards set by us can also limit demand for the purchase of fuel using our products. In addition, there continues to be development by vehicle manufacturers, and adoption by our Mobility customers and others, of vehicles with greater fuel efficiency or alternative fuel sources, such as electric, hydrogen, or natural gas powered vehicles, including hybrid vehicles. The continuedfurther adoption of alternative fuel and hybrid vehicles by our customers or others, an increase in the speed at which such adoption occurs, or any material increase in the use of alternative fuel vehicles in heavier duty vehicle fleets, such as over-the-road truck fleets, would lead to less gasoline or diesel fuels being sold and could affect our financial performance. This trend could have a material adverse effect on our financial performance if the products we are unable to develop products and introduce them to the market are unable to replace any decrease in revenue caused by any resulting decrease in the sale of gasoline or diesel fuels. For further information on the affects of the ongoing freight recession and its effect on our business, see Part I - Item 1A - Risk Factors - “A decline in general economic conditions that negatively impacts the demand for fuel, travel related services or health care services, and other business related products and services that we provide, adversely affects our business, operating results, and financial condition.” For a further discussion on any trend toward alternative fuel and hybrid vehicles and how legislation and regulation of GHG emissions could affect our business, see Part I – Item 1A – Risk Factors – "Our failure to adapt to technological and industry changes and effectively implement new technology and products could materially affect our competitive position and our business." and Item 1A – Risk Factors – "Legislation and regulation of, and private business actions related to climate changesustainability issues, including as to climate-related disclosure and the reduction of GHG emissions could adversely affect our business."

On the supply side, disruptions to supply caused by factors such as geopolitical issues, including heightened international trade tensions, war and international conflicts (such as the ongoing conflicts and resulting instability in Venezuela, Europe and the Middle East), weather, environmental considerations, infrastructure, labor shortages, or economic conditions could also affect the amount of fuel purchased by our customers. To the extent that our customers require, or have access to, less fuel, the resulting decline in purchase volume or transactions could reduce our revenues, or any growth in our revenues, and have a material adverse effect on our business, financial condition, and operating results.

Our business, operating results and financial condition are materially affected by general conditions in the economy, both in the U.S. and internationally. We generate a substantial part of our revenue based on the volume of purchases and other transactions we process and our business generally depends heavily upon the overall level of spending. Demand for our services has in the past been, and may in the future be, at least partially correlated with general economic conditions and the amount of business activity in the regional economies in which we operate, particularly in the U.S., Europe, and the United Kingdom. Unfavorable changes in economic conditions, which are typically beyond our control andcontrol, include declining consumer confidence, increasing unemployment, a restructured or reduced workforce and business patterns, a change in government contracting practices and reduced government spending, inflation, recession, changes in the political climate, trade restrictions or tariffs, including recent changes in global trade policy, heightened international trade tensions and tariff related actions, war (and international conflicts, including the ongoing conflicts and resulting instability in Venezuela, Europe and the Middle East) or other changes,changes. areThese generally characterized by reduced commercial activity andfactors may lead to a reduction or plateau in spending by those whose spending directly or indirectly contributes to our revenues, resulting in reduced or stagnant demand for, or use of, our products and services, including fuel,fuel related services, travel related services, health care services, CDH accounts, accounts payables services, and other business related products and services by our customers or partners and our customers’ or partners’ customers. More specifically, the current freight demand recession in the United States has had an adverse impact on fuel demand from our over-the-road fleet customers, affecting our volume of gallons sold and our financial performance and operating results. The continuation or worsening of this rolling recession will likely serve to prolong or increase the above impact on fuel demand. In addition, if the U.S. or global economy enters a recession, we may experience a decline in demand for our services and/or may have to decrease our pricing, all of which could have a material adverse impact on our financial results. The severity and length of time that any downturn in economic and financial market conditions may persist, as well as the timing, strength and sustainability of any recovery from such downturn, are typically unknown and are beyond our control. As a result, a sustained decline in general economic conditions in the U.S. or internationally could have a material adverse effect on our business, financial condition, and operating results.

WeIf any of the WEX owned issuers and other third party licensed institutions that we use to process transactions through the Mastercard and Visa networks throughcease to be licensed or if the financial services of WEX issuers and other third party licensed institutions. If any of these licensed institutions stop or are unable or unwilling to provide these services to us, we would need to find other appropriate institutions to provide such services. In addition, if we fail to comply with the applicable requirements of Mastercard or Visa, they could seek to fine us, suspend us or terminate our license with them.

A significant source of our revenue comes from processing transactions through the Mastercard and Visa networks. Licensing with Mastercard and Visa is achieved through multiple WEX owned issuers and third party financial institutions. If theseany licensedof entitiesour shouldWEX owned issuers ceased to be licensed, or in the case of a third party financial institution stop providing, or are otherwise unable to provide, services for any reason, or, in the case of a third party, provide services on materially less favorable terms, we would need to find other providers of those services. Any delay or inability in finding a sufficient replacement could limit or eliminate our ability to provide payment services, resulting in a loss of customers and revenue, which could adversely affect our business, financial condition and operating results.

Mastercard and Visa routinely update and modify their requirements. Changes in the requirements may make it significantly more expensive for us to maintain compliance with the conditions of a license. In addition, we have agreed to deliver a certain percentage of our transaction volume in certain of our business areas to certain networks. If we do not comply with a network’s requirements, as the case may be, we could face additional costs, license suspensions, or termination. Any suspension of relevant licenses could limit or eliminate our ability to provide Mastercard or Visa payment services, which would materially affect our operations and revenues. Further,Additionally, regulatory changes or non-compliance of an issuer with regulatory requirements, could impair or require us to stop providing Mastercard or Visa payment services in the applicable jurisdictions. If we are unable to find a replacement provider, we may no longer be able to provide such payment processing services to our customers, which would materially affect our operations and have a material adverse effect on our business, financial condition, and operating results.

Unpredictable events, including events such as public health crises like the COVID-19 pandemic or other contagious outbreaks,crises, political unrest, war,war or international conflicts, including the ongoing conflicts and resulting instability in Venezuela, Europe and the Middle East, terrorist attacks, power or technological failures, natural disasters or catastrophes (such as wildfires or hurricanes) and severe weather, including conditions arising from climate change, which have been increasing in frequency and severity, could interrupt our operations by causing disruptions in global markets, economic conditions, fuel supply or demand, travel and tourism, and the use of health care services. Such events have triggered, and could also trigger in the future, large-scale technology failures, delays, or security lapses as well as increased volatility or significant disruption of global financial markets. Such events, if continuing or significant, could affect our revenues, including by reducing the demand for our products and services, by limiting our ability to provide our services, or by resulting in security or other issues to our technology systems and the information contained therein. As a result, such events could negatively impact our business, financial condition, and operating results, potentially materially.

We have experienced and may in the future experience substantial credit and fraud losses and other adverse effects if we fail to adequately assess and monitor credit risks posed by our counterparties or if there continues to be fraudulent use of our payment cards or systems.

We are subject to credit risks posed by our counterparties, many of which are small-to mid-sized businesses. Because we often fund a counterparty’s entire receivable or payable, as the case may be, while our revenue is generated from only a small percentage of that amount, our risk of loss is amplified by a counterparty’s failure to pay. Although we use various models and techniques to screen potential counterparties and establish appropriate credit limits, these models and techniques cannot eliminate all potential credit risks and may not prevent us fromfrom, among other things, approving applications that are fraudulently completed and submitted. Moreover, businesses that are good credit risks at the time of application may deteriorate over time and we may fail to detect such changes. In addition, in order to grow our business we may institute changes to our policies on the types and profiles of businesses to which we extend credit, which could also have an adverse impact on our credit losses. As an example, from time to time, the freight industry experiences cycles that attract smaller, independent truckers to the market with lesser credit profiles. As the cycle normalizes, a portion of these smaller, independent truckers are not able to pay back the credit we extend them, leading to increases in payment defaults. Further, in times of economic slowdown, the number of our counterparties who default on payments owed to us increases. Additionally, inflationary market conditions and any rise in interest rates, could impact the notional amount of receivables or payables we fund as well as our counterparty’s ability to pay.

A substantial portion of our revenue is generated by network processing fees charged to merchants, known as interchange fees, associated with transactions processed using our payment systems, including those using Mastercard or Visa branded cards or using the Mastercard or Visa system. Interchange fee amounts associated with these payment methods are affected by a number of factors, including regulatory limits in certain of the markets in which we operate and fee or program changes imposed or allowed by our third-party partners, including Mastercard and Visa. In addition, the credit card industry and specifically interchange fees are continually the subject of intense legal, regulatory, and legislative scrutiny and competitive pressures in the markets in which we operate, any of which could result in interchange fees being limited, lowered, or eliminated altogether in any given jurisdiction in the future. FutureSpecifically, in the U.S. there has been recent proposed legislation aimed at the credit card industry that could result in downward pressure on interchange rates. Any such legislative or other future changes may further restrict or otherwise impact the way we do business or limit our ability to charge certain fees to customers. Moreover, temporary or permanent decreases in, limitations on or elimination of the interchange fees associated with our card or virtual payment transactions, could have a material adverse effect on our business, financial condition, and operating results.

WEX is a global commerce platform, and as such we must constantly adapt and respond to the technological advances offered by our competitors, the requirements of our partners, customers, and potential partners, regulatory requirements and evolving industry standards and trends, such as advances made with the further utilization of AI and the expected integration of EVs into mixed fleets, amongst others. Our ability to attract new customers, increase net revenue from and retain existing customers and create new, or replace existing, sources of revenue as technologies such as EVs and AI develop, will depend in significant part on our ability to adapt to industry standards, anticipate trends and the magnitude at which such trends affect the market, and continue to enhance our platform and introduce new products and capabilities on a timely and secure basis to keep pace with technological developments and customer expectations. Additionally, our competitors or other third parties may incorporate new technology and products, including AI into their operations, business, services and products more rapidly or more successfully than us. If we are unable to provide enhancements and new products, develop new capabilities that achieve market acceptance, innovate quickly enough to keep pace with rapid technological developments, or experience unintended consequences with enhancements we provide, our competitive position and our business, financial condition, and operating results could be adversely affected. Furthermore, failing to retire legacy systems or modernize our platforms as planned could impact the stability and reliability of our operations and products, impacting customer experience. In addition, customers may not adopt enhancements or new products we introduce or may not use them as intended. We may not be successful in developing modifications, enhancements, and improvements, in bringing them to market quickly or cost-effectively in response to market demands, or at modifying our platform to remain competitive with peers and compliant with applicable legal and regulatory requirements. The expansion of our platform, technological capabilities and product and service offerings also carry risks, including cost overruns, delays in delivery, and performance problems, all of which could materially affect our competitive position and our business. For more information about our use of AI, please see Part I – Item 1A – Risk Factors – “ We use artificial intelligence in our business, and challenges with properly managing its use could result in penalties, harm to our brand, reputation, business or customers, and adversely affect our results of operations.”

We have been, and expect to continue, investing a certain amount of our cash in product development, sales and marketing efforts, technology and risk management capabilities and tools and other capabilities and initiatives that we deem are important to maintaining and growing our business. While we believe many of these expenditures and investments will have a positive impact on our business, certain investments have not had desired impacts and there is no guarantee that wefuture investments will be successful in achievingachieve the desired results and outcomes with respect to certain or any of our investments.outcomes. In addition there is the possibility that certain of the expenditures will have limited or no benefit, or that any benefits received may be received over a longer period of time than initially expected. In addition, we may fail to spend enough on such investments such that we are unable to maximize our opportunities or returns on such investments. Any of the above could materially affect our business, financial condition, and operating results.

We face and expect to continue to face competition in each of our segments from multiple companies offering or seeking to offer competing capabilities and services. Historically, we have been able to provide customers with a wide spectrum of services and capabilities and, therefore, we have not considered price to be the exclusive or even the primary basis on which we compete. As our competitors have continued to develop their service offerings, it has become increasingly more challenging for us to compete solely on the basis of superior capabilities, technology, customer integration or service and price has become an increasingly important decision factor for our customers. In some areas of our business, we have been forced to respond to competitive pressures by reducing our fees and our margins. Moreover, our services are often mission critical services for our customers. For risk management and other purposes, our customers sometimes retain at least one additional vendor that provides them with the services or products that we similarly provide. Accordingly, a customer’s total volume may be apportioned between us and such other vendors. Even if we have minimum annual volume requirements, our customers may meet such requirements or utilize our services in a manner and at times that suits their needs, which may lead to increased volume for us during one period and lighter volume for us during proximate periods, while the customer still achieves its minimalminimum contractual requirements. Our customer could also choose to pay contractual penalties rather than achieve its minimum contractual requirements, which may affect our business results. As such, the competitive landscape in which we operate could affect the amount and consistency of our volumes, revenues and margins and have a material adverse effect on our business, financial condition, and operating results.

Our services are currently focused on the mobility, travel, corporate payments, and benefits businesses. Some of our competitors are larger than we are and have successfully garnered significant share in these businesses. To the extent that our competitors are regarded as leaders in specific businesses, they may have an advantage over us as we attempt to further penetrate these businesses.

We also face increased competition in our efforts to enter into new customer agreements or strategic relationships, renew or maintain existing agreements or relationships on similar or favorable terms, and grow volumes under existing relationships on favorable terms. For example, the termination of agreements with major oil companies, fuel retailers, and truck stop merchants, would reduce the number of locations where our payment processing services are accepted. As a result, we could lose our competitive advantage and our operating results could be adversely affected. While we regularly monitor these relationships, there can be no guarantee that we will be able to maintain them in the future. In addition, we are also subject to risks as a result of changes in business habits of our vendors and customers as they adjust to the competitive marketplace. Because many of our standing arrangements and agreements with customers or other partners contain no minimum purchase, sale or volume obligations and may be terminable by either party upon no or relatively short notice, customers or other partners may not be required to use the services that we provide to a specific degree or at all, even though we are under contract with them. Additionally, customers and partners may continue to develop the ability to provide services on their own that we’ve historically provided. Accordingly, we are subject to significant risks associated with the loss or change in the business habits and financial condition of these key constituencies as they consider changes in the market ormarket, different or less expensive services from competitors or otherwise.providing such services themselves.

We believe our employees, including our executive leadership team, are our most important resource. The market for workers and leaders of all skill levels in the workplace today, butincluding those with AI expertise, especially in fintech,financial technologytechnology, technology, and other specialized areas, and in the geographic areas in which our operations are centralized, is intensely competitive. We may be unable to attract highly qualified employees as we grow or retain the individuals we employ, particularly if we do not offer employment terms, benefits and conditions that are attractive to them or competitive with our peers or the rest of the labor market. Failure to attract, hire, develop, motivate, and retain highly qualified talent; to foster a strong business culture; to make successful hires to fill our leadership ranks and other positions; to maintain a corporate culture that fosters innovation and collaboration; or to design and successfully implement flexible work models that meet the expectations of today’s employees and prospective employees, could disrupt our business, operations and performance and adversely affect our performance and ability to create stakeholder value.

We may not be able to successfully execute on acquisitions or divestitures as part of our strategy and may encounter difficulties realizing the anticipated benefits of acquisitionsany transactions, including acquisitions, investments, or divestitures we have completed or may undertake.

We have been an active acquirer of assets and businesses,businesses. and, as part of our growth strategy, weWe expect tothat over the long term the Company will continue to seekallocate outcapital growthtoward throughacquisitions and investments, including, for example, the acquisition ofof, or investments in, businesses, commercial account portfolios and other assets in the future.assets. We have substantially expanded our overall business, operating segments, customer base, headcount and operations through acquisitions.transactions Oursuch futureas growththese. When we consider deploying capital toward a transaction, we comprehensively evaluate financial and profitabilitystrategic depend,criteria, inincluding part, upon our continued successful expansion within the business segments in which we currently operate and others that we may identify in the future. As part of our strategy to expand, we look for acquisition and investment opportunities and partnerships with other businessesthose that will allow us to increase our market penetration, technological capabilities, product offerings and distribution capabilities.capabilities, among other things.

Following an acquisition, we may not operate the acquired business asor successfully as it was previously operated orassets in line with our expectations for the acquired business at the time of acquisition. For instance, we may experience some attrition in the number of clients serviced by the acquired business or fail to expand the number of clients serviced by the acquired business or assets at the expected rate, causing us to not achieve the forecasted revenues and profits from ana acquisitiontransaction or to not achieve the level of synergies that we anticipated when entering into anthe acquisition.transaction. Moreover, our due diligence review may not adequately uncover all of the contingent, undisclosed, or previously unknown liabilities or risksissues we may incur or face as a consequence of the acquisition,transaction, exposing us to potentially significant, unanticipated costs, integration challenges, as well as potential impairment charges. An acquisition may also subject us to additional regulatory burdens that may significantly affect our business in unanticipated and negative ways.

Further, ana acquisitiontransaction may require us to incur other charges, such as severance expenses, restructuring charges or change of control payments, and substantial debt or other liabilities. AnA acquisitiontransaction may also cause adverse tax consequences or substantial depreciation and amortization or deferred compensation charges, may include substantial contingent consideration payments or other compensation that could reduce our earnings during the quarter in which incurred, or may not generate sufficient financial return to offset acquisition costs. These expenses, charges or payments may adversely affect our operating results.

In addition, the process of integrating and operating any acquired business, assets, technology, service or product requires significant resources, and integration may take longer than desired. If we fail to timely or effectively integrate an acquired business, its employees, its technology or other assets, this failure may lead to us not achieving certain or all of the desired benefits of the acquisition or may otherwise expose us to any shortcomings or risks of the acquired business, prior to their integration into our established systems. Thus, the integration may divert significant management attention from our ongoing business operations and could lead to a disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and policies, any of which could affect our ability to achieve the anticipated benefits of an acquisition or otherwise adversely affect our business and financial results. From time to time, we divest businesses, for a variety of reasons. We may not be able to complete desired or proposed divestitures on favorable terms. Gains or losses on the sales of, or lost operating income from, any such businesses could impact our future growth and profitability. Moreover, we may incur asset impairment charges related to divestitures that reduce our profitability. Divestitures may also present other financial and operational risks, including the diversion of management attention, difficulties separating personnel and financial and other systems, the potential need to provide transition services, adverse effects on existing business relationships and indemnities and potential disputes with the buyers.

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, whichCompany includes purchases on WEX-issued accounts as well as purchases issued by others using a WEX platform.

WEX has three reportable segments: Mobility, BenefitsBenefits, and Corporate Payments. WithinThrough our Mobility segment, we are a leader in fleet payment solutions, transaction processing, and information management,management. servingWe diversesupport fleetfleets needsof globallyall fromsizes, Over-the-Roadglobally, tothrough locallyour operatedproprietary fleets.closed-loop networks and a suite of software solutions that help manage fuel, EV charging, and operational workflows. Our Benefits segment simplifies employee benefit plan administration throughprovides SaaS software integrated with payment solutions,solutions deliveringthat diversesimplify productemployee offeringsbenefits includingadministration. BenefitWe Administration,offer HSAs,a FSAs,broad HRAs,range COBRAof andconsumer-directed Directhealth Billingaccounts, benefit administration services, and compliance administration.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,solutions poweredthat byintegrate virtual payments into customer and partner workflows. We support accounts payable automation, embedded payment intelligenceuse cases across industries, and workflowwhite-label optimization,programs thatfor enhancefinancial security,institutions simplifythrough processesour issuing capabilities and drivepayment revenue.technology.

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

•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 assetsassets, and other similar asset types.

•General and administrative - General and administrative expenses includes compensation and related expenses for executive,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.

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, and adjustments attributable to non-controlling intereststaxes 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 certain corporate expenses to our operating segments, as these items are centrally controlled and are not directly attributable to any reportable segment.

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

(1)Lower domestic fuel prices decreased revenuerevenues by $73.8$27.0 million for the year ended December 31, 2024,2025, as compared to 2023.2024.

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

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 timelytimely, 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.

The primary source of factoringFactoring fee revenue is calculated as a negotiated percentage fee of the receivable balance that we purchase. Factoring fee revenue for 2024 largely remained consistent with that of 2023.

(1)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. 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 24,23, Segment Information, of our consolidated financial statements for more information regarding our segment determination.

Both 2024 operating income and segment adjusted operating income remained relatively flat to that of 2023. The largest contributing fluctuations in individual expense categories year over yearyear-over-year consisted of the following:

Depreciation and amortization increased $14.6 million during 20242025 compared to the prior year due in part to the amortization of intangible assets obtained as part of the Payzer Acquisition and increased capital expenditures tofor new product development in support of growth.

Total Benefits revenue increased $71.1 million during 20242025 as compared to the2024, priorprimarily year.due Ato risehigher inother revenue driven by greater average HSA deposit balances held by WEX Bank and interest rates earnedBank, on thewhich we earn investment of such balances, as reflected within other revenue,income, coupled with increasedSaaS revenuesaccount due to the Ascensus Acquisition, substantially contributed to the increase in total revenues for 2024 as compared to 2023.growth.

NM - Not meaningful (1)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. 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 24,23, 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. The revenuesRevenue earned on HSA assets is highly accretive to earnings and asis athe result,primary driver of the increase in segment adjusted operating income margin for 20242025 increasedas significantlycompared fromto 2023.2024.

The cost structure for our HSA investments allows revenue growth to be highly accretive to our margin. As a result, both 20242025 operating income and segment adjusted operating income strongly benefited from the higher 20242025 revenues. The largest contributing fluctuations in individual expense categories year over yearyear-over-year consisted of the following:

Service fees increased $11.8 million in 2024,2025, as compared to 2023. The increase2024, primarily resultedresulting from higher transactionmerchant costsand other related fees driven by account growth during the first half of 2025 and increased mailingfees fees, in part duepaid to growthpartners inon revenues.HSA balances.

General and administrative expenses decreased $18.6 million for 20242025 as compared with 2023 primarily2024 due in part to lowera professionalreduction servicesof expenseAscensus Acquisition integration costs and employeecost compensation.reduction initiatives.

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 planplan, or granting waivers of late fees. There were no material concessions to customers experiencing financial difficulties during either 20242025 or 2023.2024.

(1)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. 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 24,23, 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. SegmentSee below for an explanation of changes to our year over year segment adjusted operating income margin decreased during 2024 from 2023, primarily due to an overall increase in operating expenses, as discussed below.margin.

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:

The following table presents a summarized view of selected results for the three and six months ended MarchJune 31,30, 2026, shown comparative to the prior year period.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)ConsumerHigher domestic fuel prices inincreased ourrevenues Europeanby market$63.8 aremillion typicallyand set$61.7 on Fridaysmillion for the weekthree ahead.and Duesix 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, resultantresulted in unfavorable European fuel price spreads moreand thanreduced offsetrevenue the benefits of higher domesticfrom fuel prices arisingduring the first quarter of 2026. During the second quarter of 2026, the impacts from theEuropean samemarket conflict,fuel resultingspreads in a $2.1 million unfavorable impact on revenue for the three months ended March 31, 2026, as comparedreverted to themore priornormal year.trends. Foreign currency exchange rate fluctuations had a $2.8$1.8 million and $4.6 million favorable impact on revenue for the three and six months ended MarchJune 31,30, 2026.2026, respectively, as compared to the same periods of 2025.

(2)PaymentTotal volume and payment processing $ of fuel increased for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in the prior yearyear, due primarily to higher domestic fuel prices.

(3)Our net payment processing rate decreased for the firstthree quarterand ofsix 2026months ended June 30, 2026, as compared to the same periodperiods in the prior yearyear, due primarily to decreasedhigher revenueaverage as a result of unfavorable Europeandomestic fuel price spreads, which do not similarly impact payment processing volumes,prices, partly offset by the net impact of pricing initiatives.

Total Mobility revenues increased for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods of the prior year.year, Increasesdriven insubstantially account servicing revenue were primarily the result ofby higher feespayment chargedprocessing onand certainfinance programsfee asrevenues. a result of pricing initiatives. While domestic paymentPayment processing revenues increased largelyprimarily as a result of higher average U.S. fuel prices,prices. theseFinance revenuefee gainsrevenue, werewhich offsetis bycomprised a reduction in international payment processing revenues due toof the unfavorablefollowing fuelcomponents, priceis spreadsdiscussed mentioned above.below.

FinanceLate incomefee 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. Late feeThis 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; and (iii) customer specific delinquencies.delinquencies; Late fee revenue can also be impacted by:and (iiv) changes in late fee rates and (ii) increases or decreases in customer overdue balances.rates.

Concessions to certain customers experiencing financial difficulties may be granted and are 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 the three and six months ended MarchJune 31,30, 2026 and 2025.

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. Such margin decreasedincreased during the three months ended MarchJune 31,30, 2026,2026 as compared to the same period in the prior year, due primarily to anhigher domestic fuel prices, which are accretive to earnings since most costs are not impacted by fuel prices, offset in part by the increased provision for credit losses coupled with the impact of sales and product development investments, as further discussed below.

Provision for credit losses, which includes estimates for both credit and fraud losses, increased during the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in the prior year. Contributing to theThe increase was substantially driven by higher accounts receivable balances at the end of the first quarter 2026primarily as a result of increased spend from higher average fuel prices and to a smaller extent, the impact from higher loss rates during the first quarterhalf of 2026 compared to the first quarterhalf of 2025.

SalesOperating and marketing expensesinterest increased forduring the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in the prior year, primarily resulting from the sustained investments tied to sales initiatives made throughout 2025, a growth in partner commissions, and higher stock-based compensation primarily due to anhigher increaserelative average funding needs of the Mobility segment as a result of higher average domestic fuel prices, offset in estimatedpart attainments.by a reduction in average interest rates.

Total Benefits revenue increased for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in the prior year, substantially due to higher other revenuesrevenue from an increase in average HSA deposit balances held by WEX Bank and higher payment processing revenues on increased purchase volumes. HigherThe decrease in account servicing revenuesrevenue earnedwas as a result of an increase in average number of SaaS accounts were offsetdriven by a decreasereduction in program fees earned on custodial services from lower HSA deposits held by third-party depository banks as a result of deposits being transferred to WEX Bank. Such decrease was offset in part by higher account servicing revenues earned as a result of an increase in average number of SaaS accounts.

(2)Segment adjusted operating income margin is calculated by dividing segment adjusted operating income by segment revenue. The increased revenueRevenue earned on HSA assets is highly accretive to earningsearnings, andhowever, ishigher theHSA-related primaryrevenues driver of the increase in segment adjusted operating income margin forduring the three and six months ended MarchJune 31,30, 2026 were offset primarily by increased nonrecurring operating costs incurred during the second quarter of 2026, as compared to the same period of the prior year comparable period.year.

General and administrative expense increased for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in the prior year, due primarily to higher stock-based compensation as a result of an increase in estimated attainments.attainments and increased costs incurred toward technology licenses and professional service fees.

(1)Our net interchange rate has increased during the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods of the prior year, substantially due to an increase in network incentives.

Total Corporate Payments revenue increased for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in the prior yearyear, primarily due to an increase in network incentives.incentives, Totaloffset in part by a decrease in purchase volumes primarily driven by travel volumes timing between the first quarterhalf 2026and revenuessecond alsohalf of the year. For the six months ended June 30, 2006, our revenue increase includes $2.2a $2.6 million of favorable impact from foreign exchange rates, as compared to the same period of the prior year.

Concessions to certain customers experiencing financial difficulties may be granted and are 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 during the three and six months ended MarchJune 31,30, 2026 and 2025.

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 generally have a similar impact on operating income, segment adjusted operating income and segment adjusted operating income margin. During the firstthree quarterand ofsix months ended June 30, 2026, however, segment adjusted operating income margin decreasedincreased marginallysignificantly from the comparable 2025 periodperiods. These increases were driven by higher second quarter margins due substantially to a reduction in the provision for credit losses as a result of lower collection risk in the receivables portfolio, offset in part by increased sales and marketing expense, resulting primarily from the sustained investments tied to sales initiatives made throughout 2025.

During the three and six months ended MarchJune 31,30, 2026, general and administrative expenses increased $9.7 million, as compared to the same periodperiods of the prior year, primarily due to increased stock-based compensation expense as a result of higher estimated performance-based attainments, coupled with an increase in professional services and other expenses incurred in connection with the ongoing proxy contest.contest that concluded during the second quarter of 2026 and increased stock-based compensation expense as a result of higher estimated performance-based attainments.

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 both U.S. dollar and foreign currencies. NetThe gainsnet gain incurred during the threesix months ended MarchJune 31,30, 2026,2026 werewas due primarily to the net impacts on intercompany balance revaluation of a strengthening of the U.S. dollar, particularly against the British pound sterling.sterling Netand lossesCanadian dollar and a strengthening of the British pound sterling against the Euro. The net gain incurred during the three months ended MarchJune 31,30, 2025 werewas due primarily to the impacts on intercompany balance revaluation from a Marchsecond 2025quarter strengthening of many foreign currencies relative to the U.S.U.S dollar, including the euro, Canadian and Australian dollardollars and British pound sterling, and from a strong Euro against the British pound sterling.

Income tax provisionexpense remained relatively flatincreased for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods of the prior year.year The marginal increase in expense resulteddue primarily fromto an increase in the Company’s pre-tax book income. See Part I – Item 1 – Note 14, Income Taxes, to our condensed consolidated financial statements for information regarding our effective tax rates.

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

•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 including amounts incurred as part of the 2026 proxy contest, and 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.

The following tabletables reconcilesreconcile net income to adjusted net income and related per share data:

Adjusted free cash flow is calculated as cash flows from operating activities adjusted for net sales and maturities or 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) purchasespurchases, sales or maturities 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.

1 For the threesix months ended MarchJune 31,30, 2026 and 2025, other adjustments are predominantly comprised of contingent consideration paid to sellers in excess of acquisition-date fair value.

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. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $633.5$1.2 million,billion, including Corporate Cash of $91.0$123.3 million, and we had a remaining borrowing availability of $1.0$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.

(1)As of MarchJune 31,30, 2026, the Company had outstanding term loan principal borrowings of $2.6 billion, borrowings of $515.8$446.8 million on the Revolving Credit Facility, letters of credit of $44.6 million drawn against the Revolving Credit Facility and $550.0 million of outstanding Senior Notes. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements 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 Inc.’s HSA customers subject to the terms of a deposit agreement. As of MarchJune 31,30, 2026, we had $5.7$6.6 billion in total deposits. See Part I – Item 1 – Note 9, Deposits, to our condensed consolidated financial statements for more information regarding our deposits.

(3)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 $107.9$97.8 million of securitized debt under these facilities as of MarchJune 31,30, 2026. We also utilize off-balance sheet factoring and securitization arrangements 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 institutions’ willingness to purchase such receivables. However, the Company is not dependent on them to maintain its liquidity and capital resources. See Part I – Item 1 – Notes 10, Financing and Other Debt and 11, Off-Balance Sheet Arrangements, to our condensed consolidated financial statements for further information about the Company’s securitized debt and off-balance sheet arrangements.

(4)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 $8.8$49.6 million borrowed against these participation agreements as of MarchJune 31,30, 2026.

(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 $185.0$100.0 million outstanding borrowings under these lines of credit as of MarchJune 31,30, 2026. The Bank is also a member of the FHLB of Des Moines, which provides collateralized short-term funding. As of MarchJune 31,30, 2026, WEX Bank had $1.3$1.5 billion of advances outstanding.outstanding and had $118.3 million of remaining borrowing capacity. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these facilities.

(6)Under share repurchase programs, 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 as approved by our board of directors from time to time. SeeFor additional information regarding our current authorized share repurchase program, see Financing Activities later in this Liquidity and Capital Resources section and Part I - Item 1 - Note 6, Repurchases of Common Stock, to our condensed consolidated financial statements for more information regarding our share repurchases.statements.

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 MarchJune 31,30, 2026, the Company could borrow up to a maximum amount of $152.0$221.9 million. WEX Bank had no borrowings outstanding on this line of credit as of MarchJune 31,30, 2026. 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 MarchJune 31,30, 2026. See Part I – Item 1 – Note 10, Financing and Other Debt, to our condensed consolidated financial statements for more information regarding these borrowing arrangements.

We were in compliance with these covenants and restrictions as of MarchJune 31,30, 2026.

We were in compliance with these covenants and restrictions as of MarchJune 31,30, 2026.

(1)Adjusted free cash flow is calculated as cash flows from operating activities adjusted for net sales and maturities or 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. Please refer to the section titled Non-GAAP Financial Measures That Supplement GAAP Measures included in Part I, Item 2 of this Form 10–Q for the reasons why we believe this is an important financial measure, and for a reconciliation to net cash provided by operating activities, the most closely comparable GAAP measure.

We fund a customer’s entire receivable in the majority of our Mobility and Corporate PaymentPayments 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.

Cash used for operating activities for the threesix months ended MarchJune 31,30, 2026, decreasedincreased $150.8$191.4 million as compared to the same period in the prior year primarily due to the purchaseimpact of a portfolio of factoring accounts receivable in March 2025. Significant increases in both accounts payable and accounts receivable during the first quarter of 2026 as compared to the first quarter of 2025, were largely due to higher domestic fuel prices,prices theon impactsreceivable of which substantially offset within operating activities.balances.

Cash used for investing activities for the threesix months ended MarchJune 31,30, 2026, increased $500.6$364.2 million as compared to the same period in the prior year primarily due to higher transfers of HSA deposits to WEX Bank in the current year, that are invested in available-for-sale debt securities.

WhileNet sharecash repurchasesprovided decreasedby financing activities during the2026 threeincreased months$635.7 ended March 31, 2026,million as compared to the comparablesame threeperiod monthsin ofthe 2025,prior duringyear, whichprimarily due to an increase in Net Funding Activity driven substantially by higher relative deposit balances and net borrowings from the FHLB. While we completed the Tender Offer,Offer during the six months ended June 30, 2025, we funded the Tendermajority Offerof 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 under the Tender Offer were used to repay borrowings on the Revolving Credit Facility. As a result, these transactions collectively had little net impact on net cash flows from financing activities.activities Ourduring share repurchase program expired on January 1, 2026 and as of the date of this filing, there is no authorized share repurchase program in place.2025.

As of MarchJune 31,30, 2026, there were generally no material changes to our contractual obligations from the information previously provided in Item 7 of our Annual Report on Form 10–K for the year ended December 31, 2025.