SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
February 27, 2025
WEX Inc.
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1 Hancock Street,
Portland Maine
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Address of principal executive offices
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(Registrant’s Telephone Number,
Including Area Code)
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(Zip Code)
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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WEX
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On February 27, 2025, WEX Inc. (“WEX”) announced that it had priced and upsized its previously announced offering (the “Notes Offering”)
of $550 million in aggregate principal amount of its new 6.500% senior unsecured notes due 2033 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). This represents
an increase of $50 million in the aggregate principal amount of the Notes, from the previously announced amount of $500 million.
The Notes have not been and will not be registered under the Securities Act, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities or blue sky laws. The Notes will be offered only to persons reasonably believed to be qualified
institutional buyers under Rule 144A under the Securities Act and outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act.
The press release announcing the pricing of the Notes Offering was issued in accordance with Rule 135c under the Securities Act.
Attached as Exhibit 99.1 and incorporated by reference herein is a copy of WEX’s press release, dated February 27, 2025, announcing the pricing of the Notes Offering.
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) See attached Exhibit Index.
EXHIBIT INDEX
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Press release of WEX Inc. dated February 27, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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About WEX
WEX (NYSE: 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. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to
overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.
Forward Looking Statements
This communication contains forward-looking statements including, but not limited to, statements regarding its offering of new senior unsecured notes. Any
statements in this press release that are not statements of historical facts are forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“project,” “will,” “positions,” “confidence,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans,
objectives, expectations, and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results
or performance expressed or implied by these forward-looking statements; as well as other risks and uncertainties identified in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange
Commission on February 20, 2025 and subsequent filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on these statements. WEX
disclaims any obligation to update any forward-looking statements as a result of new information, future events, or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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WEX, INC.
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By:
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/s/ Jagtar Narula
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Name:
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Jagtar Narula
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Title:
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Chief Financial Officer
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Date: February 27, 2025
