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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0000902664-22-005089 0001786767 XXXXXXXX LIVE 2 Common Stock, $0.01 par value per share 05/02/2025 false 0001309108 96208T104 WEX Inc. 1 HANCOCK STREET PORTLAND ME 04101 CHRISTIAN ASMAR 212-218-8810 IMPACTIVE CAPITAL LP 450 West 14th Street, 12th Floor New York NY 10014 LAUREN TAYLOR WOLFE 212-218-8810 IMPACTIVE CAPITAL LP 450 West 14th Street, 12th Floor New York NY 10014 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001786767 N Impactive Capital LP AF N DE 0.00 2395253.00 0.00 2395253.00 2395253.00 N 7.0 IA PN 0001786731 N Impactive Capital LLC AF N DE 0.00 2395253.00 0.00 2395253.00 2395253.00 N 7.0 OO 0001699118 N Wolfe Lauren Taylor AF N X1 0.00 2395253.00 0.00 2395253.00 2395253.00 N 7.0 IN 0001787532 N Asmar Christian AF N X1 0.00 2395253.00 0.00 2395253.00 2395253.00 N 7.0 IN Common Stock, $0.01 par value per share WEX Inc. 1 HANCOCK STREET PORTLAND ME 04101 Item 3 is hereby amended and restated as follows: The 2,395,253 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,395,253 Shares beneficially owned by the Impactive Funds is approximately $392,490,195, including brokerage commissions. Item 4 is hereby amended to add the following: On May 2, 2025, Impactive Capital issued an open letter to the Issuer's shareholders (the "Open Letter"), announcing its intention to vote against three Board members--Jack VanWoerkom, Melissa Smith, and James Neary--at the Issuer's upcoming 2025 annual meeting of shareholders to send a message that meaningful change at the Issuer is necessary. In the Open Letter, Impactive Capital indicated its disappointment that the Board and management have failed to respond to its request for Board representation and refused to act with sufficient urgency to address the ongoing issues at the Issuer. Impactive Capital also expressed its belief that with the right change and improved shareholder alignment, the Issuer can deliver significant value to all stakeholders. Impactive Capital concluded the Open Letter by stating that if the Board continues to rebuff its constructive suggestions, then it must reserve its rights to take any action it believes necessary to protect shareholder interests, including nominating directors for next year's 2026 annual meeting of shareholders. A copy of the Open Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 34,244,491 Shares outstanding as of April 3, 2025, which is the total number of Shares outstanding as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2025. A. Impactive Capital As of the date hereof, Impactive Capital beneficially owned 2,395,253 Shares held by the Impactive Funds. Percentage: Approximately 7.0% B. Impactive Capital GP As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 2,395,253 Shares held by the Impactive Funds. Percentage: Approximately 7.0% C. Ms. Taylor Wolfe and Mr. Asmar Each of Ms. Taylor Wolfe and Mr. Asmar, as Managing Members of Impactive Capital GP, may be deemed to beneficially own the 2,395,253 Shares held by the Impactive Funds. Percentage: Approximately 7.0% Item 5(b) is hereby amended and restated as follows: A. Impactive Capital 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,395,253 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,395,253 B. Impactive Capital GP 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,395,253 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,395,253 C. Ms. Taylor Wolfe and Mr. Asmar 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,395,253 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,395,253 Item 5(c) is hereby amended and restated as follows: A. Impactive Capital The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. B. Impactive Capital GP Impactive Capital GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. C. Ms. Taylor Wolfe and Mr. Asmar Each of Ms. Taylor Wolfe and Mr. Asmar have not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. Item 7 is hereby amended to add the following exhibits: 1 - Transactions in Securities 99. 1 - Open Letter, dated May 2, 2025 Impactive Capital LP /s/ Lauren Taylor Wolfe Lauren Taylor Wolfe, Managing Member of Impactive Capital LLC, its General Partner 05/02/2025 Impactive Capital LLC /s/ Lauren Taylor Wolfe Lauren Taylor Wolfe, Managing Member 05/02/2025 Wolfe Lauren Taylor /s/ Lauren Taylor Wolfe Lauren Taylor Wolfe 05/02/2025 Asmar Christian /s/ Christian Asmar Christian Asmar 05/02/2025