8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

 FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2019 (May 7, 2019)

WEX INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32426	01-0526993
(State or other jurisdiction ofincorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Hancock Street, Portland, ME	04101
Address of principal executive offices	Zip Code
Registrant's telephone number, including area code	(207) 773-8171

Not Applicable

(Former name or former address if changes 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:

⃞Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.⃞

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WEX	New York Stock Exchange

Item 7.01 Regulation FD Disclosure.

On May 7, 2019, WEX Inc. (“WEX” or the “Company”) issued a press release announcing that it is providing certain prospective lenders information for purposes of considering potential amendments to its credit facility, including extending the maturity date of the tranche B term loans by three (3) years and making certain changes to the negative covenants and related definitions, including the investment and indebtedness covenants, and the sublimits applicable to subsidiary borrowers (collectively, the “Potential Amendment and Extension”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01 is selected information that WEX expects to provide to certain prospective lenders in connection with the Potential Amendment and Extension.  The information contained in Exhibit 99.2 constitutes only a portion of the materials being made available to prospective lenders and is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company disclaims any intention or obligation to update or revise any such information as a result of developments occurring after the date of this Current Report on Form 8-K, except as required by law.  The information contained in this Current Report on Form 8-K, including the information contained in Exhibit 99.2, does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Exhibit 99.2 includes financial measures of WEX that are not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). WEX’s management believes that these non-GAAP financial measures provide meaningful supplemental information that enhances management’s, investors’ and prospective lenders’ ability to evaluate WEX’s operating results and ability to repay its obligations.

These non-GAAP financial measures are not intended to be used in isolation and should not be considered a substitute for any other performance measure determined in accordance with GAAP. Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool, including that other companies may calculate similar non-GAAP financial measures differently than as defined in the attached materials, limiting their usefulness as a comparative tool. WEX compensates for these limitations by providing specific information regarding the GAAP amounts excluded from the non-GAAP financial measures. WEX further compensates for the limitations of its use of non-GAAP financial measures by presenting comparable GAAP measures. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures contained within Exhibit 99.2.

The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the information on Exhibit 99.1 and Exhibit 99.2, contains forward-looking statements, including statements regarding: financial guidance; assumptions underlying the Company's financial guidance; future growth opportunities and expectations; and, market expansion. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this Current Report on Form 8-K, including the information on Exhibit 99.1 and Exhibit 99.2, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions.  There can be no assurance that the Company will be able to complete the Potential Amendment and Extension.  The Company cannot guarantee that it actually will achieve the financial results, plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements involve a number of risks and uncertainties any one or more of which could cause actual results to differ materially from those described in such forward-looking statements. Such risks and uncertainties include or relate to, among other things: the effects of general economic conditions on fueling patterns as well as payment and transaction processing activity; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; changes in interest rates; the impact of fluctuations in fuel prices; the effects of the Company’s business expansion and acquisition efforts; potential adverse changes to business or employee relationships, including those resulting from the completion of an acquisition; competitive responses to any acquisitions; uncertainty of the expected financial performance of the combined operations following completion of an acquisition; the failure to successfully integrate the Company's acquisitions; the ability to realize anticipated synergies and cost savings; unexpected costs, charges or expenses resulting from an acquisition; the Company's ability to successfully acquire, integrate, operate and expand commercial fuel card programs; the failure of corporate investments to result in anticipated strategic value; the impact and size of credit losses; the impact of changes to the Company's credit standards; breaches of the Company’s technology systems or those of the Company's third-party service providers and any resulting negative impact on the Company's reputation, liabilities or relationships with customers or merchants; the Company’s failure to maintain or renew key commercial agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; failure to successfully implement the Company's information technology strategies and capabilities in connection with its technology outsourcing and insourcing arrangements and any resulting cost associated with that failure; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking or financial regulations impacting the Company’s industrial bank, the Company as the corporate parent or other subsidiaries or affiliates; the impact of the material weaknesses disclosed in Item 9A of the Company's annual report on Form 10-K for the year ended December 31, 2018 and the effects of the Company's investigation and remediation efforts in connection with certain immaterial errors in the financial statements of our Brazilian subsidiary; the impact of the Company’s outstanding notes on its operations; the impact of increased leverage on the Company's operations, results or borrowing capacity generally, and as a result of acquisitions specifically; the incurrence of impairment charges if our assessment of the fair value of certain of our reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2018, filed on Form 10-K with the Securities and Exchange Commission on March 18, 2019. The Company's forward-looking statements do not reflect the potential future impact of any alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of this Current Report on Form 8-K and undue reliance should not be placed on these statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

EXHIBIT INDEX

Exhibit No.	Description
99.1	News release of WEX Inc., dated May 7, 2019.
99.2	Excerpts from materials to be provided to certain prospective lenders.

SIGNATURE

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.

Dated:  May 7, 2019
	WEX Inc.
	By:	/S/ Roberto Simon
	Name:	Roberto Simon
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

WEX Inc. Announces Plans for Potential Maturity Extension

PORTLAND, Maine--(BUSINESS WIRE)--May 7, 2019--WEX Inc. (NYSE: WEX), a leading provider of corporate payment solutions (the “Company”), today announced that it is providing certain prospective lenders information for purposes of considering potential amendments to its credit facility, including extending the maturity date of the tranche B term loans by three (3) years and making certain changes to the negative covenants and related definitions, including the investment and indebtedness covenants, and the sublimits applicable to subsidiary borrowers (collectively, the “Potential Amendment and Extension”). There can be no assurance that the Company will be able to complete any such transaction, which would be subject to market and other customary conditions.

About WEX Inc.

Powered by the belief that complex payment systems can be made simple, WEX (NYSE: WEX) is a leading financial technology service provider across a wide spectrum of sectors, including fleet, travel and healthcare. WEX operates in more than 10 countries and in more than 20 currencies through more than 4,800 associates around the world. WEX fleet cards offer 13.1 million vehicles exceptional payment security and control; purchase volume in its travel and corporate solutions grew to $34.7 billion in 2018; and the WEX Health financial technology platform helps 343,000 employers and more than 28 million consumers better manage healthcare expenses. For more information, visit www.wexinc.com.

Safe Harbor Statement

This press release contains forward-looking statements, including statements regarding: financial guidance; assumptions underlying the Company's financial guidance; future growth opportunities and expectations; and, market expansion. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions. There can be no assurance that the Company will be able to complete the Potential Amendment and Extension. The Company cannot guarantee that it will actually achieve the financial results, plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements involve a number of risks and uncertainties, any one or more of which could cause actual results to differ materially from those described in such forward-looking statements. Such risks and uncertainties include or relate to, among other things: the effects of general economic conditions on fueling patterns as well as payment and transaction processing activity; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; changes in interest rates; the impact of fluctuations in fuel prices; the effects of the Company’s business expansion and acquisition efforts; potential adverse changes to business or employee relationships, including those resulting from the completion of an acquisition; competitive responses to any acquisitions; uncertainty of the expected financial performance of the combined operations following completion of an acquisition; the failure to successfully integrate the Company's acquisitions; the ability to realize anticipated synergies and cost savings; unexpected costs, charges or expenses resulting from an acquisition; the Company's ability to successfully acquire, integrate, operate and expand commercial fuel card programs; the failure of corporate investments to result in anticipated strategic value; the impact and size of credit losses; the impact of changes to the Company's credit standards; breaches of the Company’s technology systems or those of the Company's third-party service providers and any resulting negative impact on the Company's reputation, liabilities or relationships with customers or merchants; the Company’s failure to maintain or renew key commercial agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; failure to successfully implement the Company's information technology strategies and capabilities in connection with its technology outsourcing and insourcing arrangements and any resulting cost associated with that failure; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking or financial regulations impacting the Company’s industrial bank, the Company as the corporate parent or other subsidiaries or affiliates; the impact of the material weaknesses disclosed in Item 9A of the Company's annual report on Form 10-K for the year ended December 31, 2018 and the effects of the Company's investigation and remediation efforts in connection with certain immaterial errors in the financial statements of our Brazilian subsidiary; the impact of the Company’s outstanding notes on its operations; the impact of increased leverage on the Company's operations, results or borrowing capacity generally, and as a result of acquisitions specifically; the incurrence of impairment charges if our assessment of the fair value of certain of our reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2018, filed on Form 10-K with the Securities and Exchange Commission on March 18, 2019. The Company's forward-looking statements do not reflect the potential future impact of any alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on these statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

CONTACT:
News media:
WEX Inc.
Jessica Roy, 207-523-6763
Jessica.Roy@wexinc.com
or
Investors:
WEX Inc.
Steve Elder, 207-523-7769
Steve.Elder@wexinc.com

EX-99.2

Exhibit 99.2

 1  Pro Forma Capitalization  ____________________Est. fees and expenses include OID.  (1)                ($ in millions)  Sources of Funds    Amount    New Term Loan B   $1,318  Cash from Balance Sheet  13  Total Sources  $1,331  Uses of Funds    Amount    Paydown Existing Term Loan B  $1,318  Estimated Fees and Expenses  13  Total Uses  $1,331                        ($ in millions)  As of  PF A&E  Pro Forma Capitalization    Tenor    3/31/19    Adj.    3/31/19    Cash and Cash Equivalents  $387  ($13)  $375  Revolving Credit Facility ($770mm Capacity)  7/1/23  169  169  Term Loan A  7/1/23  961  961  Term Loan B  7/1/23  1,318  (1,318)  --  New Term Loan B  2026  --  1,318  1,318  Senior Secured Notes  2/1/23  400  400  Brazil Loans  --  17  17  DBI Delayed Purchase  50  50  Total Secured Debt  $2,915  $2,915  Total Debt  $2,915  $2,915  Securitization Facilities  106  106  Market Capitalization (as of 5/1/19)  9,241  9,241  Total Capitalization  $12,156  $12,156  Operating Statistics    LTM Adjusted EBITDA  $706  $706  LTM Credit Statistics    Secured Debt / LTM Adjusted EBITDA  4.13x  4.13x  Total Debt / LTM Adjusted EBITDA  4.13x  4.13x  Net Debt / LTM Adjusted EBITDA (Incl. Cash Netting Cap)  3.99x  3.99x  Total Debt / Total Capitalization  24.0%  24.0%             

 Summary of Indicative Terms – Credit Facilities   2  ____________________The maturity of the Revolving Credit Facility and Term Loan A is subject to earlier maturity if, on or before April 2023 and August 2022, respectively, the Term Loan B and Secured Notes are not repaid, refinanced or the maturity dates thereof extended to October 2023 or later.Net of up to $125 million in cash.  Borrower:  WEX Inc. (the “Borrower”)              Guarantors:   Same as existing              Security:  Same as existing              Facility:  $770 million Revolving Credit Facility  $961 million Term Loan A        $1,318 million Term Loan B    Maturity:  July 1, 2023          2026    Pricing:  Pricing Grid per Consolidated Leverage Ratio (net of max $350 million of Permitted Securitizations)< 3.00x: 1.75% | 0.30%≥ 3.00x: 2.00% | 0.40%≥ 4.00x: 2.25% | 0.50%          L + 225 bps (Same as existing)    OID/Upfront Fees:   N/A N/A          99.25 area    LIBOR Floor:  0.00% (Same as existing)              Amortization:  N/A    5.00% per annum based on principalAmount at 5th Amendment closing date       1.00% per annum based on principalAmount at 6th Amendment closing date    Call protection:  N/A    None      6 month 101 soft call    Incremental:  Greater of (i) $375 million and (ii) 50% of Consolidated EBITDA, plus an unlimited amount subject to pro forma ≤ 4.0x Consolidated Secured Leverage Ratio (Same as existing)              Mandatory Prepayments:  N/A      100% of asset sale and debt proceeds, subject to re-investment provisions, shared pro rata with TLB   50% ECF sweep, with step downs to 25% and 0% when Total Leverage < 3.75x and < 3.25x, respectively100% of asset sale and debt proceeds, subject to re-investment provisions, shared pro rata with TLA (Same as existing)      Financial Covenant:  Maximum Consolidated Leverage Ratio: 5.50x, stepping down to: 5.00x for 12/31/19 test period, stepping down to: 4.75x for 12/31/20 test period, stepping down to:4.50x for 12/31/21 test period and thereafterMinimum Interest Coverage Ratio: 3.00x            None (Same as existing)  (2)  (1)  (2) 

 Currently Proposed Amendments to Negative Covenants  3    Description  Permitted Investments  Increase in investments constituting loans and other extensions of credit to customers of Bank Regulated Subsidiaries from $200 million in 2016 / $135 million for 3 consecutive Business Days in 2016 and increasing by 10% / 10% each year thereafter to $500 million in 2019 / $300 million for 3 consecutive Business Days in 2019 and increasing by 10% / 10% each year thereafter – Section 7.02(r) of Existing CAIncrease general investments basket from $50 million to $100 million – Section 7.02(bb) of Existing CA   Permitted Indebtedness  Increase maximum intercompany indebtedness (and related investment basket) from $300 million to $500 million and add grower of 70% of LTM Consolidated EBITDA – Section 7.02(f)/7.03(e) of Existing CAAdd general indebtedness basket of $50 million – Section 7.03 of Existing CARevise the Indebtedness definition to exclude any Indebtedness to the extent (i) an irrevocable and unconditional notice of redemption, offer to purchase or notice of prepayment has been delivered with respect to such Indebtedness or (ii) funds are irrevocably deposited with the trustee or agent of such Indebtedness in connection with the redemption, tender, defeasance or other early payment of such Indebtedness 

 Other Proposed Amendments That Require Lender Consent  4  ____________________Required Financial Covenant Lenders must approve any change to “Consolidated Leverage Ratio” or “any component term as used therein.”Change to Designated Borrower Sublimit may require consent of Required Revolving Credit Lenders (instead of 51% of all lenders).    Description  Maturity Extension  Extend maturity of Term Loan B facility into 2026 (currently 2023)  Consolidated Secured Leverage Ratio Definition  Revise the Consolidated Secured Leverage Ratio definition to (x) increase the cap on cash netting for permitted securitizations from up to $350 million to up to the greater of (i) $350 million and (ii) the amount permitted to be netted in the definition of Consolidated Leverage Ratio under Permitted Securitization Transactions, less Indebtedness constituting the non-recourse portion of any Permitted Factoring Transactions and (y) permit cash netting generally of unrestricted cash up to the greater of $150 million and the amount permitted to be netted in the definition of Consolidated Leverage Ratio for any purpose  ConsolidatedLeverage Ratio Definition (1)  Revise the Consolidated Leverage Ratio definition to permit $150 million of cash netting other than for purposes of pricing and the financial covenant (which will continue to be capped at $125 million)  Designated Borrower Sublimit Definition (2)  Increase the Designated Borrower Sublimit from $500 million to the greater of (i) $770 million and (ii) the amount approved by the Required Revolving Credit Lenders  Other  Certain other amendments to be set forth in the Amendment 

 WEX Bank Capital  5    WEX Bank Liabilities  Since inception, WEX Bank has not received capital contributions from either WEX Inc. or outside (WEX Bank did not receive TARP funds)Return on assets for the Bank was 9.50% for the full year ended December 31, 2018There are no restrictions on the payment of dividends from WEX Bank to WEX Inc. other than requirements to maintain adequate capitalization and limitations on amounts paid in excess of net income and retained earnings      ($ in Thousands)  Amount  Ratio  Amount  Ratio  Amount  Ratio  As-of December 31, 2018     Total Capital to Risk Weighted Assets  $323,178  12.82%  $201,749  8.00%  $252,186  10.00%   Tier 1 Capital to Average Assets  305,734        10.88%   112,401        4.00%  140,501        5.00%   Tier 1 Capital to Risk Weighted Assets  305,734        12.12%  151,312        6.00%  201,749        8.00%  As-of December 31, 2017     Total Capital to Risk Weighted Assets   Tier 1 Capital to Average Assets                  Tier 1 Capital to Risk Weighted Assets                    Actual  Minimum for Capital Adequacy  Min. to be Well Capitalized under  Prompt Corrective Action Provisions  Purposes                                      $316,129  13.38%  $188,991  8.00%  $236,239  10.00%  304,555  12.50%   97,452  4.00%  121,815  5.00%  304,555  12.89%  141,743  6.00%  188,991  8.00%   

 6  Track Record of Execution    ($ in millions)  ____________________Note: Please see page 32 for FY 2017, 2018 and LTM 3/31/19 reconciliation detail of Adjusted EBITDA. Note: WEX PPG for 2015 = $2.55; 2016 = $2.21; 2017 = $2.50; 2018 = $2.95; Q1 2019 = $2.67  ($ in millions)  Adjusted EBITDA  Total Revenues 

 7  Adjusted EBITDA Reconciliation (per Credit Agreement)