Exhibit (a)(1)(F)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), and the related Letter of Transmittal (as defined below), as they may be amended or supplemented from time to time. The information contained or referred to therein is incorporated herein by reference. The Offer (as defined below) is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making or acceptance of offers to sell shares would not be in compliance with the laws of that jurisdiction. If the Company (as defined below) becomes aware of any such jurisdiction where the making of the Offer or the acceptance of shares pursuant to the Offer is not in compliance with applicable law, the Company (as defined below) will make a good faith effort to comply with the applicable law. If, after such good faith effort, the Company cannot comply with the applicable law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the stockholders residing in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the Dealer Manager (as defined below), or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.
Notice of Offer to Purchase by
WEX Inc.
of
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
WEX Inc., a Delaware corporation (the “Company”), is offering to purchase, for cash, up to $750 million in value of shares of its Common Stock, par value $0.01 per share (the “Common Stock”), at prices specified by the tendering stockholders of not less than $148.00 nor greater than $170.00 per share, upon the terms and subject to the conditions described in the Offer to Purchase, dated February 26, 2025 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”).
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”).
The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to the completion of the financing to fund the Offer and other conditions set forth in the Offer to Purchase and the related Letter of Transmittal.
In accordance with the instructions to the Letter of Transmittal, stockholders desiring to tender shares must specify the price, not less than $148.00 nor greater than $170.00 per share (in increments of $1.00), at which they are willing to tender their shares to the Company in the Offer. Alternatively, each stockholder desiring to tender shares can choose not to specify a price and, instead, elect to tender their shares at the Purchase Price (defined below) ultimately paid for shares validly tendered and not validly withdrawn in the Offer. If a stockholder agrees to accept the Purchase Price determined in the Offer, its shares will be deemed to be tendered at the minimum price of $148.00 per share, which could result in the tendering stockholder receiving the minimum price of $148.00 per share, a price that is below the reported closing price of our Common Stock on the NYSE on February 25, 2025, of $158.00, which was the last full trading day before commencement of the Offer. See the Offer to Purchase for recent market prices for the Shares.
Upon the terms and subject to the conditions of the Offer, the Company will determine a single price per share (the “Purchase Price”), which will be not less than $148.00 nor greater than $170.00 per share, that the Company will pay for shares of the Company’s Common Stock validly tendered in the Offer and not validly withdrawn, taking into account the total number of shares of Common Stock tendered and the prices specified, or deemed specified, by tendering stockholders. The Purchase Price will be the lowest purchase price, not less than $148.00 nor greater than $170.00 per share, that will enable the Company to purchase the maximum number of shares validly tendered in the Offer and not validly withdrawn having an aggregate purchase price not exceeding $750 million (or a lower amount depending on the number of shares of Common Stock validly tendered and not validly withdrawn). All shares of Common Stock acquired in the Offer will be acquired at the Purchase Price, including those shares tendered at a price lower than the Purchase Price. Only shares validly tendered at prices at or below the Purchase Price, and not validly

