TABLE OF CONTENTS

i

INTRODUCTION

Wise Group plc was established as the ultimate holding company of the Group pursuant to a Scheme of Arrangement under Part 26 of the U.K. Companies Act 2006 (the “Scheme”), which was completed on May 8, 2026 (the “Reorganization Transaction”). On May 11, 2026, Wise Group plc’s ordinary shares were admitted to trading on the Nasdaq Stock Market LLC (“Nasdaq”), with the Group’s primary listing transferring from the London Stock Exchange (the “LSE”) to Nasdaq, while retaining a secondary listing on the LSE.

The consolidated financial statements included in this Annual Report on Form 20-F present the financial position and results of Wise Limited and its subsidiaries as of March 31, 2026 and 2025 and for the years ended March 31, 2026, 2025 and 2024. As the Scheme was completed subsequent to the financial reporting date, these financial statements are presented on the basis of Wise Limited as the then-ultimate holding company of the Group. References to the “Group” throughout this Annual Report on Form 20-F refer to Wise Limited and its subsidiaries for the period covered by these financial statements.

Wise Limited is the predecessor of the Registrant for financial reporting purposes. Following the completion of the Reorganization Transaction, Wise Group plc became the holding company, and its sole material asset is its equity interest in Wise Limited and its subsidiaries.

Unless otherwise indicated or the context otherwise requires, all references in this Annual Report to the terms “we,” “us,” “our,” “Wise,” the “Group,” the “Company” and similar references refer to (i) prior to the completion of the Reorganization Transaction, Wise Limited and its wholly owned subsidiaries, and (ii) following the completion of the Reorganization Transaction, Wise Group plc and its wholly owned subsidiaries.

The principal activity of the Group is the provision of cross-border and domestic financial services.

Our reporting currency is the U.S. dollar, and unless indicated otherwise, any non-U.S. dollar denominated amounts in this Annual Report have been calculated based on the March 31, 2026 closing exchange rate of £1.00 to $1.32. Our audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this Annual Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “potential” and “should,” among others. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.

Forward-looking statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intent, belief, or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. Such statements are subject to substantial risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various important factors, including, but not limited to, those identified in “Item 3.D. Key Information—Risk Factors.” In light of the significant uncertainties in these forward-looking statements, you should not unduly rely upon these statements nor regard these statements as a guarantee by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

Forward-looking statements include, but are not limited to, statements about:

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In addition, forward-looking statements contained in this Annual Report represent our views only as of the date of this Annual Report and should not be relied upon as representing our views as of any subsequent date. We anticipate that subsequent events and developments may cause our views to change. Although we may elect to update these forward-looking statements publicly at some point in the future, we specifically disclaim any obligation to do so, except as required by applicable law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.

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MARKET AND INDUSTRY DATA

Certain industry data and market data included in this Annual Report were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies, and industry publications and surveys. All of the market data used in this Annual Report involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We believe that the information from these industry publications and surveys included in this Annual Report is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Item 3.D. Key Information—Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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GLOSSARY

Unless otherwise indicated or the context otherwise requires, references in this Annual Report to:

“2007 Law” refer to the Goods and Services Tax (Jersey) Law 2007.

“2016 Option Plan” refer to the TransferWise 2016 Share Option Plan, which was adopted on June 15, 2016 and amended on February 27, 2019 and April 8, 2026.

“2021 EIP” refer to the Rules of the TransferWise 2021 Equity Incentive Plan, which was adopted on January 1, 2021.

“2026 Plan” refer to the Wise Group plc 2026 Equity Incentive Plan with Non-Employee Sub-Plan, adopted on April 8, 2026.

“ADI” refer to an authorized deposit-taking institution in transaction, processing and other fees could increase our costs, affect our profitability, cause us to lose customers or otherwise under Australian law.

“AFS” refer to Australian financial services.

“API” refer to application programming interfaces.

“APRA” refer to the Australian Prudential Regulation Authority.

“Articles” refer to the articles of association of Wise Group plc.

“ASIC” refer to the Australian Securities and Investments Commission.

“AUSTRAC” refer to the Australian Transaction Reports and Analysis Centre.

“Australian AML/CTF Act” refer to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).

“Australian Banking Act” refer to the Banking Act 1959 (Cth).

“BIPA” refer to the Illinois Biometric Information Privacy Act.

“BSA/PATRIOT Act” refer to The Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001.

“CAN-SPAM Act” refer to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003.

“CCPA” refer to the California Consumer Privacy Act.

“CFPB” refer to the U.S. Consumer Financial Protection Bureau.

“Clawback Policy” refer to the Incentive Compensation Recoupment Policy adopted by the board of directors in compliance with Section 10D of the Exchange Act and applicable rules of Nasdaq.

“Code” refer to the Internal Revenue Code of 1986, as amended.

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“CREST” refer to the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & International Limited.

“CTF” refer to counter-terrorist financing.

“DFAT” refer to the Australian Department of Foreign Affairs and Trade.

“Domestic Issuer Transition Date” refer to the date on which we cease to qualify as a foreign private issuer under the Exchange Act (or such other date as specified in the Articles).

“DUAA” refer to the Data (Use and Access) Act 2025.

“EFSA” refer to the Estonian Financial Supervision and Resolution Authority.

“EFTA” refer to the Electronic Funds Transfer Act.

“EMI” refer to an electronic money institution.

“EMRs” refer to the Electronic Money Regulations 2011.

“EMTN Program” refer to the £2 billion Euro medium-term note program established in November 2025.

“ERMF” refer to the Enterprise Risk Management Framework.

“EST” refer to the Wise Employee Share Trust.

“EU GDPR” refer to the European Union’s General Data Protection Regulation.

“Exchange Act” refer to the Securities Exchange Act of 1934, as amended.

“Excluded Shareholders” refer to holders of certain Wise plc Class A ordinary shares (representing less than 0.1% of the issued Wise plc Class A ordinary shares) that are held on behalf of persons subject to restrictions under applicable sanctions laws, whose shares were not transferred to Wise Group plc on the date the Scheme became effective and will only be transferred upon such shareholders ceasing to be subject to sanctions or when appropriate authorization is obtained from the relevant authorities.

“FAR” refer to the Financial Accountability Regime, as set out in the Australian Financial Accountability Regime Act 2023.

“FCA” refer to the U.K. Financial Conduct Authority.

“FCPA” refer to the Foreign Corrupt Practices Act.

“FDIC” refer to the Federal Deposit Insurance Corporation.

“FinCEN” refer to the Financial Crimes Enforcement Network.

“FINRA” refer to the Financial Industry Regulatory Authority.

“FOS” refer to the Financial Ombudsman Service.

“FSMA” refer to the Financial Services and Markets Act 2000 (as amended).

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“GDPR” refer to, collectively, the EU GDPR and the U.K. GDPR.

“GLBA” refer to the Gramm-Leach-Bliley Act.

“HMRC” refer to HM Revenue and Customs.

“IRS” refer to the Internal Revenue Service.

“Jersey Companies Law” refer to the Companies (Jersey) Law 1991, as amended.

“Legacy Plans” refer to, collectively, the 2016 Option Plan, the 2021 EIP and the LTIP.

“LGPD” refer to Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (Law No. 13,709/2018).

“LSE” refer to the London Stock Exchange.

“LTIP” refer to the Long Term Incentive Plan.

“Memorandum” refer to the memorandum of association of Wise Group plc.

“MIFIDPRU” refer to the FCA’s Prudential sourcebook for MiFID Investment Firms.

“ML” refer to machine learning.

“MLRs” refer to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

“MSB” refer to a Money Services Business.

“MTLs” refer to money transmitter licenses.

“Nasdaq” refer to the Nasdaq Stock Market LLC.

“NBB” refer to the National Bank of Belgium.

“OCC” refer to the Office of the Comptroller of the Currency.

“OECD” refer to the Organization for Economic Co-operation and Development.

“OFAC” refer to the Office of Foreign Assets Control.

“OFSI” refer to the Office of Financial Sanctions Implementation, His Majesty’s Treasury.

“PCI DSS” refer to the Payment Card Industry Data Security Standard.

“PECR” refer to the Privacy and Electronic Communications (EC Directive) Regulations 2003.

“PFIC” refer to a passive foreign investment company for U.S. federal income tax purposes.

“PIPL” refer to China’s Personal Information Protection Law.

“POCA” refer to the Proceeds of Crime Act 2002.

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“PPF” refer to purchased payment facilities.

“PSD2” refer to the Revised Payment Service Directive.

“PSRs” refer to the Payment Services Regulations 2017.

“QEF Election” refer to a qualified electing fund election under Section 1295 of the Code.

“RCSA” refer to Risk and Control Self-Assessment.

“Regulation E” refer to the implementing regulation of the Electronic Funds Transfer Act, which provides additional detail with respect to the rights and remedies set forth in the EFTA as applied to consumer customers.

“Reorganization Transaction” refer to the reorganization completed on May 11, 2026, pursuant to which Wise Group plc became the ultimate parent of Wise Limited and its consolidated subsidiaries by means of the Scheme.

“Revolving Credit Facility” refer to the £330.0 million multicurrency revolving facility agreement with a syndicate of banks entered into on December 12, 2024 for a period of three years, with the potential for two one-year extensions.

“Scheme” refer to the Scheme of Arrangement under Part 26 of the U.K. Companies Act 2006, completed on May 8, 2026.

“SDN list” refer to the Specially Designated Nationals and Blocked Persons List maintained by OFAC.

“SDRT” refer to stamp duty reserve tax.

“SEC” refer to the U.S. Securities and Exchange Commission.

“Securities Act” refer to the Securities Act of 1933, as amended.

“SM&CR” refer to the Senior Managers & Certification Regime.

“Substance Law” refer to the Taxation (Companies—Economic Substance) (Jersey) Law 2018.

“TACT” refer to the Terrorism Act 2000.

“TCPA” refer to the Telephone Consumer Protection Act.

“TPM Policy” refer to the Third-Party Management & Outsourcing Policy.

“Treaty” refer to the U.S.-U.K. income tax treaty.

“U.K. GDPR” refer to the United Kingdom’s General Data Protection Regulation.

“U.S. GAAP” refer to generally accepted accounting principles in the United States of America.

“Wise Assets Europe” refer to Wise Assets Europe AS, authorized by the EFSA under the Securities Markets Act.

“Wise Assets UK” refer to Wise Assets UK Ltd (FRN 839689), authorized by the FCA.

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“Wise Australia” refer to Wise Australia Pty Ltd, our Australian regulated entity.

“Wise Card” refer to the Wise Multi-Currency Card.

“Wise Europe” refer to Wise Europe SA, regulated as a Payment Institution in Belgium by the NBB.

“Wise US” refer to Wise US Inc., our U.S. regulated entity registered as an MSB with FinCEN.

“Wise US Assets” refer to Wise US Assets Inc., a registered broker-dealer with the SEC and member of FINRA.

“WNT” refer to Wise National Trust, a proposed nondepository national trust bank for which an application has been submitted to the OCC.

“WPL” refer to Wise Payments Limited (FRN 900507), authorized by the FCA as an EMI.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Investing in our Class A ordinary shares involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this Annual Report, including our consolidated financial statements and related notes appearing elsewhere in this Annual Report, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition or operating results. In such case, the market price of our Class A ordinary shares could decline, and you may lose some or all of your original investment. You should not interpret our disclosure of any of the following risks to imply that such risks have not already materialized.

Summary of Selected Risk Factors

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2

Risks Related to Our Business and Operations

Future revenue and growth depend on our ability to retain existing customers, attract new customers and increase transaction volume with both new and existing customers.

Our continued growth and success depend on our ability to retain and attract customers across our three product offerings: Wise Account for personal customers, Wise Business for small and medium-sized businesses and Wise Platform for banks and other enterprises. The failure to retain customers and attract additional customers could harm our business, financial condition, operating results and prospects.

We have invested and will continue to invest in improving our business in order to offer better and/or new features, products and services, but if those features, products and services fail to be successful, or if our competitors develop new features, products and services that rival our own, our ability to acquire new customers may be unsuccessful and our growth may materially slow or decline. There may be financial institutions that are potential Wise Platform partners that also compete with us with respect to certain services we provide, and our competitive strategy, positioning and approach to marketing our services may result in some of those financial institutions deciding not to partner with us. In addition, the growth of our business depends in part on existing customers expanding their use of our products and services. Our customers have no obligation to continue to use our products and services, and we cannot assure you that they will do so. The difficulty and costs associated with switching to a competitor may not be significant; alternatively, customers may not be willing to switch to us from a competitor. Our customers’ activity with us may decrease for a variety of reasons, including customers’ level of satisfaction with our products and services, our pricing and the pricing and quality of competing products or services, the effects of global economic conditions or other factors set forth in these risk factors.

Our ability to establish and maintain relationships with banks, payment processing partners, payment card networks, investment managers and other financial institutions is key to our ability to operate and expand into new markets, and any failure to do so may materially harm our business.

The nature of our business requires us to enter into commercial and contractual relationships with banks, payment processing partners, payment card networks, investment managers and other financial institutions. If we are unsuccessful in establishing or maintaining relationships with these financial institution partners, our business may be harmed.

As of March 31, 2026, we held over 80 licenses globally. In most jurisdictions, our licenses and approvals allow us to offer our products without the need for agreements with local financial institutions. In certain jurisdictions, we enter into such agreements for the following reasons: (i) we do not hold the relevant licenses or approvals in that jurisdiction; (ii) although we hold the relevant licenses and approvals, applicable laws or regulations still require us to enter into such agreements; or (iii) for other business or commercial reasons, such as enhancing our products and features. For example, in the United States, because we are not a bank, our business is not eligible for membership in card payment networks, and we are, therefore, unable to directly access card payment networks in the United States. These networks’ operating regulations require us to be sponsored by a member bank in order to process card payment transactions.

If we have disagreements or disputes or are otherwise unable to establish or maintain our relationships with our financial institution partners, it may limit our ability to offer our products and services in certain jurisdictions, and can lead to disputes or require us to find new providers to partner with, which could prove costly and time consuming to resolve. Furthermore, disputes with certain of our financial institution partners may result in them holding on to our or our customers’ funds or taking other action that would be detrimental to us. In 2021, our relationship with MS Bank S.A. Banco de Câmbio, a Brazilian financial institution, was terminated. MS Bank S.A. Banco de Câmbio subsequently made allegations in connection with certain taxation matters arising from our previous relationship that has led to an investigation by Brazilian authorities. We have in the past experienced, and may in the future experience, the termination of a relationship with a financial institution partner, requiring us to expend resources to transfer existing customers to new partners.

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We may have disputes with these local financial institutions or our agreements and operational arrangements with financial institutions may also be challenged by local regulators or other governmental bodies, which may result in the termination of such arrangements and therefore have an adverse impact on our ability to operate in such jurisdictions.

If, for any reason, any banks, payment card schemes, issuers or other financial institutions cease to supply us with the services we require to conduct our business, or the terms on which such services are provided were to become less favorable, or a dispute occurs or a contractual claim is made against us, it could impact our ability to provide certain products or features, or the basis on which we are able to provide such services, and have an adverse effect on our operating results, financial condition and prospects.

Use of our products and services for illegal, improper or fraudulent activities could harm our business, financial condition, operating results, reputation and prospects.

Payments and financial services, such as those provided by Wise, are susceptible to illegal, improper or fraudulent uses, including money laundering, terrorist financing, sanctions evasion, bank fraud, payments involving human trafficking, consumer scams and the facilitation of other illegal, improper or fraudulent activity. Our products and services have been improperly utilized for illegal, improper and fraudulent uses in the past, and we cannot guarantee that our policies, procedures and internal controls would adequately protect our business, maintain our continued ability to operate in the jurisdictions that we serve or protect our reputation if illegal, improper or fraudulent activities were discovered to have taken place using our infrastructure in the future. For example, third parties have in the past conducted scams, such as impersonating financial service providers, including Wise, in order to secure the transfer of funds from customers, a practice known as authorized push payment fraud. To provide a faster and more convenient service, we also in certain instances may transfer money to recipients before cleared funds are actually received from our customers, which increases these risks in the event that these customers have insufficient funds in their bank account or their transactions are otherwise invalidated. We have adopted and continue to invest in controls and security measures to detect, prevent and stop these types of fraudulent activities, but there can be no assurance that these measures will be effective against new and continually evolving forms of fraud or scams or that customers will continue to view us as secure.

Our transaction loss expenses may increase if our anti-fraud systems are not effective, including against new methods or schemes that are developed to defraud us or our customers. Since the methods and schemes utilized by perpetrators of fraud are constantly evolving or, in some cases, not immediately detectable, we cannot assure you that our policies, procedures and controls for preventing or managing fraud will be effective over time or of our ability to update these measures to address emerging fraud risks. In addition, if illicit, improper or fraudulent activity levels involving our products and services were to rise, it could lead to changes in liability regimes and reputational and/or financial damage to us, including a perception that our product offering is less secure than those offered by traditional banks and our other competitors. Fraudulent or other illegal activity could lead to increased government oversight and regulatory intervention, including the suspension or termination of our licenses in certain jurisdictions, freezing of customer accounts, suspension of customer onboarding, fines and other penalties. Any of these factors may result in a reduction in the use and acceptance of our products and services, or an increase in our compliance costs, any of which would harm our business, financial condition, operating results and prospects.

Our anti-money laundering detection and monitoring systems, customer due diligence procedures, suspicious activity reporting and identity verification processes may contain weaknesses that we have not identified or fully remediated, and there is a risk that these controls may not keep pace with the growth of our business and evolution of our products and features. Any failure in the design or effectiveness of these systems, by our operational teams or outsourced service providers has in the past, and may in the future, lead to regulatory and legal consequences. These have included, and may include, criminal and civil lawsuits, a requirement to engage in remediation activities, suspension of customer onboarding, fines or public censure. Furthermore, if our measures to detect illegal, improper or fraudulent activities are too restrictive and/or inadvertently prevent or delay legitimate transactions, this could result in suspension of legitimate customer activity, deter new and existing customers or otherwise diminish our customer experience, any of which could harm our business, financial condition, operating results and prospects.

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We rely upon third-party service providers in order to provide our products and services, and any disruption in the operations of these third-party providers or interference with our use could adversely affect our business, financial condition and operating results.

We use third-party service providers for certain aspects of our business, such as business process outsourcing for parts of our operations, productivity and communication tools, financial reporting, information security, cloud hosting, human resources and professional services and other support services. Any incident affecting our providers’ infrastructure and our access to such infrastructure, including any incident that may be caused by cyber-attacks, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, terrorist or other attacks and other similar events beyond our control, could negatively affect our operations. As our primary payment processing is hosted in Amazon Web Services’s (“AWS”) Frankfurt region, outages in other AWS regions generally have a limited impact on our activities. However, we may still experience disruptions if our third-party providers are hosted in an affected AWS region. For example, the AWS outage in October 2025 caused temporary disruptions to one of our third-party service providers’ systems, which affected parts of our customer service capabilities. As a result, our phone and chat support channels were partially or completely unavailable for around 3.5 hours. In some instances, we may not be able to identify the cause of such performance problems and recover the operations within a period of time acceptable to our customers. A prolonged disruption affecting our service could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business. We may also incur significant costs for using alternative services or taking other actions in preparation for, or in reaction to, events that damage the third-party services we use. Features and functionality for our products and services may also not be available on the same basis or at all on one or more platforms, which may hinder adoption of our products and services, reduce transaction volume and harm our brand, business and operating results.

In addition, a material change to service features or contractual terms, a failure to maintain necessary licensing, a failure to remain up to date with market developments, disruption to or insolvency of a provider or a termination of any of the agreements we have in place with these providers could adversely impact our ability to provide our products and services, and therefore our reputation and ultimately our operating results. Our third-party service providers may also seek to introduce or modify terms and conditions that result in increased costs, or terms and conditions that we are unable to meet or that are commercially unacceptable to us. Either of us may also choose to terminate all or part of the relationship. If this happens, we may not be able to find a replacement service provider on commercially acceptable terms or at all, or be able to develop our own replacement technology, which would have an adverse effect on our business, financial condition and operating results.

In certain cases, we also indirectly rely on third-party service providers for certain aspects of our business, for example, where we handle payments originating from overseas, we rely on the operators of local domestic payment systems in order to provide our products and services. Any disruptions to such third-party service providers may adversely affect our ability to service our customers.

We transfer large sums of customer funds and are subject to the risk of loss due to errors or fraudulent or illegitimate activities of customers, employees or third parties, which could result in financial losses or damage to our reputation and trust in our brand, which would harm our business and financial results.

Our business is subject to the risk of financial losses as a result of operational errors, fraudulent activity, employee misconduct or other similar actions or errors by us or our service providers. Such behavior, either by our employees, vendors, counterparties or other third parties, may include fraudulent actions, breaches of applicable laws, rules, regulations and contractual obligations, or failure to adhere to our policies and procedures or those of our partners and other counterparties. Companies in the payments and financial services sector, such as Wise, are regularly targeted by parties who seek to commit acts of financial fraud, using a variety of techniques, including stolen bank accounts, compromised business email accounts, employee fraud, attempted use of stolen or false identities by remote employees, account takeover, false account creation and other new techniques and technologies.

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Our risk management efforts have not in all cases prevented, and may not in the future effectively prevent these errors and activities. Financial losses arising from operational errors, fraudulent activity, employee misconduct or other similar conduct have occurred in the past and may occur again in the future, potentially at similar or greater magnitude. If any of these errors or activities are significant, we may be subject to increased regulatory oversight or enforcement actions, including the suspension or termination of our licenses in certain jurisdictions, as well as termination of services provided by third parties. As a result of such circumstances, we may suffer significant losses or reputational harm, and our business, financial condition, operating results and prospects could be adversely affected.

Our failure to manage and safeguard our customer funds properly could materially harm our business.

In certain jurisdictions we hold a substantial amount of funds and custody assets belonging to our customers. We hold, and in certain jurisdictions are required to hold and segregate, at least 100% of the aggregate amount of all customer funds and assets held by our licensed entities. Depending on the product, we satisfy these requirements through safeguarding arrangements or through the appointment of a third-party custodian to segregate securities or the underlying units within the funds invested in by our customers.

Our ability to manage and accurately account for the assets underlying our customer funds and comply with applicable safeguarding requirements and regulations requires high precision internal controls. As our business continues to grow and we expand our products and services, we must continue to strengthen and scale our associated internal controls. Our continued success requires our customers’ confidence in our ability to properly safeguard their balances and handle large and growing transaction volumes and amounts of customer funds and custody assets. Any failure to maintain or scale the necessary controls or to appropriately manage our growing transaction volumes, balances and assets under management, could result in the inappropriate amount of funds or assets being safeguarded. This could lead to customer harm, reputational harm, customers deciding to discontinue or reduce their use of our products and services, and result in significant penalties and fines and potential restrictions, which could materially harm our business.

If one or more of our counterparties, including financial institutions, default on their financial or performance obligations to us or fail, we may incur significant losses.

We have significant amounts of cash and cash equivalents outstanding on deposit or in accounts with banks or other counterparties, the majority of which exceed applicable government deposit insurance limits. In certain jurisdictions, including the United States, such deposits are uninsured and in the event of a counterparty failure, we may not be able to recover the full amount of such deposits. We are, and will continue to be, subject to the risk of actual or perceived deterioration of the commercial and financial soundness of our counterparties, including other potentially interconnected financial institutions with varying levels of credit worthiness, in particular in relation to cash and cash equivalents held at financial institutions, purchasing funds in specific currencies and the provision of local payment, account and investment services. If one of our counterparties were to be impacted by such actual or perceived deterioration, become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our or our customers’ assets that are held in accounts with or otherwise due from such counterparty may be limited, including by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy proceedings. An institution appropriating funds, defaulting, failing a stress test or requiring bail-in by its shareholders, creditors and/or respective governments could lead to significant liquidity problems and losses or defaults by other institutions. Even the perceived lack of available liquidity or creditworthiness of, or questions about, a counterparty or major financial institution may lead to market-wide liquidity problems and losses or defaults by financial institutions to which we have exposure, which could, in turn, have an impact on our business and financial position. This risk resulting from the interdependence on financial institutions is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as industry payment systems and banks, with whom we interact on a daily basis.

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Systemic risk could have a material adverse effect on our ability to operate our business, which would have an adverse effect on our business, operating results and financial condition.

We may be unable to compete successfully against existing and future competitors that employ a variety of existing business models and technologies or new innovations.

The payments and financial services-related industries are fragmented and highly competitive, characterized by rapidly changing technology and evolving standards, changing customer requirements and frequent new product introductions. Our primary competitors are traditional banks, in addition to digital first banks and other financial technology companies. We also compete with payment networks, such as Visa and Mastercard, and legacy foreign exchange businesses.

The major competitive factors in our industry are pricing, product offering functionality, quality and breadth, global customer support, employee and development costs, brand recognition and reputation, market reach and reliability. Some of our current and potential competitors, particularly traditional banks with whom we compete, have longer operating histories, as well as other potential advantages over us, including greater customer bases, volume, scale or market share, while some have less burdensome licensing, capital, liquidity and other regulatory requirements. They may devote greater resources to the development of their products and services, which may limit the competitive advantage offered by our unique and powerful technology infrastructure. These companies may also invest more in the promotion and sale of their products and services, or may offer lower prices than us, including by cross-subsidizing across their product offerings.

The success of our business will depend, in part, on our ability to adapt and respond effectively to changing customer needs, requirements and preferences on a timely basis. Our current and potential competitors, including new market entrants, may introduce new and disruptive products or services that negatively affect our ability to retain and attract customers at prices that are consistent with our pricing model and operating budget. Because the market for our products and services is highly fragmented, it is difficult to predict customer adoption and demand for our products and services, the size and growth rate of this market, the introduction of new competitive products or the success of existing competitive products. We may not be able to make product or technological improvements as quickly or effectively as our competitors and/or as expected by our customers, or to market them successfully, which could harm our ability to attract or retain customers. Additionally, our investment of resources, including management attention and talent allocation, to develop new products and services, or to make related changes or updates to our services, may be insufficient relative to the offerings of existing competitors or new market entrants, and therefore fail to return our investment. Finally, our competitors use a variety of funding and pricing methodologies which may be more attractive to customers in some geographies or demographics. If we fail to timely anticipate or adapt to changes in these competitive activities or customer behavior, it is possible that we would have to change our pricing strategy inconsistent with our current financial model, which could harm our business, financial condition, operating results and prospects.

Increases in transaction, processing and other fees could increase our costs, affect our profitability, cause us to lose customers or otherwise limit our operations.

Our payment processing and banking partners charge us fees, which may be increased from time to time and with little prior notice. Card processors may also increase the fees charged for each credit or debit transaction to add funds to customers’ accounts with Wise, which may be passed on to us or our customers. Any such increases in transaction and processing fees could challenge our profitability and put upwards pressure on our prices. Governments could also impose new rules, the compliance of which may result in fees being imposed upon our customers or otherwise impact the manner in which we provide our services. In addition, governments may directly impose fees or taxes on payment transactions or financial services, which could further increase costs to us or our customers. Any such increased fees could increase our operating costs, require us to provide additional collateral, reduce our profit margin and impact our prices. See also “—Risks Related to Regulatory Compliance and Governmental Matters—Our ability to offer our services and to offer competitive fees may be reduced or limited because of regulatory initiatives and changes in laws and regulations or their interpretation and industry practices and standards.”

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Our revenue is composed substantially of fees charged for our services, and decreasing fees faster than costs have in the past had and may in the future have a negative impact on our financial results. Our ability to charge sustainable fees in the future may be adversely affected if we fail to continue to expand our infrastructure in the markets that we serve, whether due to regulatory constraints or otherwise. Any significant or unsustainable reduction in the fees we charge relative to our costs, including for reasons beyond our control, or the elimination of certain types or methods of charging fees could impact our profitability.

If our information technology systems or those of third parties with whom we work are or were compromised, we could experience adverse events from such compromise, which could adversely affect our business, financial condition and operating results.

We face unique security threats as a financial technology company, as we and the third parties with whom we work collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit and share (collectively, “process”) sensitive data, which includes financial information, trade secrets, personal data (collectively, “sensitive information”). As a result, we and the third parties with whom we work are, and have been, subject to a variety of evolving threats, including but not limited to malicious code (such as viruses and worms), social engineering attacks (including through deep fakes, which may be increasingly difficult to identify as fake, and phishing attacks), malware (including as a result of advanced persistent threat intrusions), ransomware attacks, supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, network outages, supplier outages, denial-of-service attacks, credential harvesting or stuffing, efforts by individuals or groups of hackers and sophisticated organizations, including organized criminal threat actors, nation states, and state-sponsored or state-supported organizations, errors or malfeasance of our personnel or those of third parties with whom we work, including personnel who have authorized access to our systems, attacks enhanced or facilitated by artificial intelligence (“AI”), online and offline fraud, and other similar threats to the confidentiality, integrity and availability of our sensitive information and information technology systems. In particular, severe ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, ability to provide our services, loss of sensitive data and income, reputational harm and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Such threats are constantly evolving, and we or the third parties with whom we work may be unable to anticipate attempted security breaches, react in a timely manner, or implement adequate preventative measures. Furthermore, the reliability and continuous availability of our products are critical to our business and therefore may be subject to adverse consequences from any vulnerabilities or outages in our products or customer misuse of our products. Vulnerabilities could be exploited and result in a security incident.

Some threat actors now engage and are expected to continue to engage in cyber-attacks, including nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties with whom we work may be at heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain and ability to produce, sell and distribute our services.

It may be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident or vulnerability. Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident or vulnerability could result in outages, data losses, and disruptions of our business.

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Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. We may expend significant resources or modify our business activities to try to protect against security incidents.

Future business transactions (such as acquisitions or integrations) could also expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities or other security issues present in acquired or integrated entities’ systems and technologies.

In addition, our reliance on third-party banks and service providers could introduce new cybersecurity risks and vulnerabilities, including supply-chain attacks, and other threats to our business operations. We rely on third parties to hold certain funds, operate some of our critical business systems and process the sensitive information that we own, process or control, including customer information, proprietary data and source code, for example third-party cloud hosting providers and providers of technology to support our customer service operations. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate security measures and could experience a security incident that compromises the confidentiality, integrity or availability of the systems they operate for us, the information they process on our behalf, or, in the case of financial institutions, funds they hold on our behalf. If the third parties with whom we work experience a security incident or other interruption, we could experience adverse consequences. For example, a third-party bank with whom we worked in the past experienced a cybersecurity incident, whereby an unauthorized third party gained access to certain of our customer information processed by that third-party bank. In another instance, in November 2024, one of our third-party vendors that provides customer service support was subject to unauthorized access that led to unauthorized access to a very limited number of our customer accounts. Incidents such as these could result in the loss of customer trust, regulatory scrutiny, potential liability, and reputational harm, any of which could adversely affect our business, financial condition and operating results.

While we may be entitled to damages if our third-party service providers fail to satisfy their data privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

If we, or a third party with whom we work, experience a security incident or are perceived to have experienced a security incident, we may experience material adverse consequences. Such incidents could reduce demand for our products, damage our brand and reputation, disrupt business operations, result in the exfiltration of sensitive information, including source code, require us to notify third parties, including customers, investors, and regulators, require us to spend material resources to investigate or correct the incident and to prevent future security incidents which could include changes to the architecture, functionality or use cases of our solutions and services, expose us to liabilities, including litigation, regulatory enforcement (including investigations, fines, penalties, audits and inspections), additional oversight, restrictions or bans on processing personal information or processing transactions, indemnity obligations, claims by our customers or other relevant parties that we have failed to comply with contractual obligations to implement specified security measures, negatively impact our ability to grow and operate our business, and adversely affect our business, financial condition and operating results.

Certain security related legislation and regulation impose obligations that have required us and may in the future require us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive information.

We may expend significant resources or modify our business activities to address these requirements, and any failure or perceived failure to comply with these obligations could result in adverse consequences including, but not limited to, notification requirements, liabilities, including litigation, regulatory enforcement (including investigations, fines, penalties, audits and inspections), additional oversight, and restrictions or bans on processing personal information, indemnity obligations, and claims by our customers or other relevant parties that we have failed to comply with contractual obligations to implement specified security measures.

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Our contracts do not, and may not, contain limitations of liability, and even where they do, there can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from such liabilities, damages, or claims related to our data privacy and security obligations. Additionally, we cannot be certain that our insurance coverage will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions or other impacts arising out of security incidents, particularly if we experience an event that impacts multiple customers, that such coverage will continue to be available on acceptable terms or at all, or that such coverage will pay future claims. Any of these results could adversely affect our business, financial condition and operating results.

Real or perceived errors, failures, bugs or defects in our infrastructure or products could adversely affect our reputation and harm our business.

Our products and services are tailored to address the needs of our customers. This infrastructure is in turn powered by automated software and manual operational processes, both of which we develop and maintain internally, and are complex and, like all software and processes, may contain undetected defects or errors. We are continuing to evolve the features and functionality of our infrastructure through updates and enhancements, and as we do so, we have in the past and we expect in the future to introduce defects or errors that may not be detected until after deployment to our customers. In addition, if our platform is not implemented or used correctly or as intended, inadequate performance and disruptions in service may result. If we integrate into our platform technologies developed by third parties, we may encounter difficulty in incorporating the newly obtained technologies into our platform and maintaining the quality standards that are consistent with our reputation. Any defects or errors in our platform, or the perception of such defects or errors, could result in a loss of, or delay in, market acceptance of our products, loss of existing or potential customers and delayed or lost revenue and could damage our reputation and our ability to convince business or Wise Platform customers of the benefits or reliability of our products.

In addition, errors in our products could cause system failures, loss of data or other adverse effects for our customers that may assert warranty and other claims for substantial damages against us. Although our agreements with our customers typically contain provisions that seek to limit our exposure to such claims, it is possible that these provisions may not be effective or enforceable under the laws of some jurisdictions. While we seek to insure against these types of claims, our insurance policies may not adequately limit our exposure to such claims. These claims, even if unsuccessful, could be costly and time consuming to defend and could harm our business, financial condition and operating results.

Unfavorable geopolitical or macroeconomic conditions could limit our ability to grow our business and negatively affect our operating results.

We offer our products to personal customers and businesses around the world. As a result of our extensive international operations, unfavorable geopolitical or macroeconomic conditions, including conditions resulting from financial and credit market fluctuations, fluctuating inflation, foreign exchange and interest rates, the imposition of or changes in tariffs and trade barriers, capital controls, political turmoil and regime change, tax reform or changes in tax law, natural catastrophes, outbreaks of contagious diseases, ongoing armed conflicts and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in our customers’ willingness to spend, transfer or hold money or otherwise disrupt our operations, which would likely increase our costs to operate in affected jurisdictions, have a negative impact on demand for our products and services and adversely affect the growth of our business and our operating results. In addition, global economic conditions or government restrictions on international travel and changes in immigration laws that make it more difficult for individuals to migrate or work abroad could also reduce transaction volumes.

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Our competitors may respond to challenging market conditions by lowering prices in an attempt to attract our customers, which may require us to respond in kind, potentially outside of our pricing model. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.

Our exposure to market risk, particularly interest rate risk, could adversely affect our financial condition and operating results.

We are exposed to various categories of market risk, including interest rate and foreign currency risks, due to the financial instruments associated with our operations, including our cash and cash equivalents, short term investments, customer account balances and bond holdings. Such market risks may lead to economic losses on market risk-sensitive instruments arising from adverse changes in market factors such as interest rates, foreign currency exchange rates and credit spreads/ counterparty risk.

Specifically, we face interest rate risk from fixed interest rate assets and liabilities on our balance sheet, primarily related to our investments in bonds. As interest rates increase, the value of these investments will decline, leading to either unrealized losses through other comprehensive income or realized losses to net income in the event we were required to sell these securities, therefore impacting our capital position in both cases. Separately, our interest income is affected by changes in market interest rates from our cash, cash equivalents and short-term investment holdings. We are exposed to changes in interest income resulting from movements in interest rates on our financial assets, including cash and cash equivalents and short-term investments. Our earnings are also impacted by the amount of interest income we return to our customers. In particular, as we resolve any regulatory hurdles to increase the portion of interest income yield that we return to our customers, our interest expense on customer liabilities may grow.

While management has processes in place aimed at identifying and mitigating the impact of these risks, including through financial hedges or collateralization, these measures may not be fully effective, if at all.

See “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Quantitative and Qualitative Disclosures About Market Risk” for additional information.”

Our business depends on our strong and trusted brand, and we may fail to maintain and protect our brand, which may adversely affect our business, financial condition, and results of operations

We have developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and protecting our brand identity and reputation is critical to our ability to attract and retain customers, commercial counterparties and employees. Maintaining and promoting our brand will depend largely on our continued investment in marketing and our ability to provide reliable products and services that continue to meet the needs of our customers and our ability to maintain our customers’ trust. Harm to our brand can arise from many sources, including failure by us or third parties with whom we work to satisfy customer expectations of service and quality; inadequate protection, misuse or disclosure of confidential, proprietary, personal, or sensitive data by us, or third parties with whom we work; employee misconduct; fraud committed by third parties using our products, compliance failures by us or third parties with whom we work; and litigation, investigations, regulatory activity and other claims relating to us. If we fail to successfully maintain and promote our brand, our business, financial condition, and results of operations may be adversely affected.

We rely on the performance of highly skilled personnel, including our leadership team and our engineering, product and other financial services professionals. If we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.

We believe that the efforts and talents of our leadership team have been important to our success. From time to time, there have been, and may in the future be, changes in our executive management team or other key employees resulting from the hiring or departure of these personnel.

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We may not be able to retain the members of our leadership team, or find and hire adequate replacements on a timely basis following the departure of one or more members of our leadership team, either of which could disrupt our business and impact our ability to implement our growth strategies.

In addition, to deliver our mission, we must attract and retain highly qualified personnel. From time to time, we have experienced, and we expect to continue to experience, difficulty in the timely hiring and retention of employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel may have greater resources than we have. Further, inflationary pressures or other macroeconomic factors may impact employee attrition. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached certain legal obligations, resulting in a diversion of our time and resources. In addition, prospective and existing employees often take into account the value of the equity awards they receive in connection with their employment. If the actual or perceived value of our equity awards declines or experiences significant volatility, such that prospective or existing employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain key employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and prospects would be harmed.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our operating results, the market price of our Class A ordinary shares and the value of your investment could decline.

Our operating results have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described in this “Risk Factors” section, factors that may affect our operating results include:

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Any of these and other factors, or the cumulative effect of some of these factors, may cause our operating results to vary significantly. Furthermore, these factors may be exacerbated, or new factors that affect our operating results may arise, as a result of our growth and expansion. As we continue to grow and expand, our business may become increasingly complex, require more operational resources and otherwise result in operating difficulties in managing our business across numerous jurisdictions. We may not successfully accomplish our growth objectives, which makes it difficult for us, investors and analysts to definitively forecast our future operating results. If our operating results fall below any guidance we release with respect to our projected financial performance or the expectations of investors and securities analysts who follow our company, the price of our Class A ordinary shares could decline substantially, and we could face costly shareholder activism and lawsuits, including securities class action suits.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Our estimates of market opportunity and forecasts of market growth are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including due to the risks described in these risk factors. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers or companies covered by our market opportunity estimates will use our products or services or generate any particular level of revenue for us. Any expansion in our market depends on a number of factors, including the cost, performance and perceived value associated with our products and services, as well as offerings from our competitors. Even if the market in which we compete meets our size estimates and growth forecasts, our business could fail to grow at similar rates, if at all because our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

We are exposed to risk relating to our use of artificial intelligence and machine learning systems and we may face challenges in properly managing their use, which could result in legal liability, financial loss or reputational harm.

The use of evolving technologies, such as AI or machine learning (“ML”), in our operations and those of our partners and third-party service providers, presents new risks and challenges that could negatively impact our business. For example, the use of certain AI/ML technologies can give rise to privacy and data security risks related to both the inputs and outputs, as well as risks relating to the integrity and quality of customer experiences. Several jurisdictions have proposed, enacted, or are considering, laws governing the development and use of AI/ML, such as the European Union’s AI Act. Further, several jurisdictions have proposed, enacted, or are considering privacy laws that extend rights to individuals and/or regulate the use of automated decision making tools (for example the GDPR’s provisions on automated individual decision-making under Article 22).

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We have invested in AI/ML across the last decade, including in fighting financial crime, currency flow prediction and risk management, and we currently process large volumes of documents with AI-driven technology. We have also launched large language model copilots across our teams, including Financial Crime and Customer Support teams. These use cases may attract regulatory scrutiny under the EU AI Act and equivalent frameworks that apply to our use of AI/ML. Legal obligations affect our use of AI/ML, and any failure, or perceived failure, to meet those obligations could result in additional compliance costs to remediate, regulatory investigations and actions (including potential fines for non-compliance), reputational damage, and lawsuits. Compliance with new and emerging laws, regulations and industry standards relating to AI, in the EU and internationally, may impose significant operational costs and limit or restrict our ability to develop, deploy, or use existing or future AI technologies. Additionally, sensitive information of Wise or our customers could be leaked, disclosed or revealed as a result of or in connection with our employees’, personnel’s or vendors’ use of AI technologies. Further, due to inaccuracies or flaws in the inputs, outputs, or logic of the AI/ML, the underlying models and the content they generate could be biased, inaccurate, offensive, or otherwise harmful.

In addition, our use of AI and ML models in critical functions such as financial crime detection, transaction monitoring and currency flow prediction exposes us to model risk. If these models contain errors, reflect biased data or fail to adapt to new patterns—including novel forms of fraud or changes in customer behavior—they could produce inaccurate outputs, resulting in either undetected illicit activity or the inappropriate blocking of legitimate customer transactions. Any such failure could lead to regulatory action, financial losses, customer harm and reputational damage.

The use of certain AI/ML technologies can also give rise to intellectual property risks, including risks to the creation and preservation of intellectual property rights and risks related to intellectual property infringement. In particular, third party generative AI systems that we use may have been trained on datasets incorporating copyrighted or otherwise protected material, and their outputs could infringe the intellectual property rights of third parties, potentially exposing us to claims or liability (that may not be fully recoverable under the relevant contracts with such third-party providers). Our publication of AI-generated content, including in marketing materials, could heighten this exposure. Additionally, if proprietary information or trade secrets of Wise or our customers are input into third-party AI tools by our personnel or vendors, such disclosure could compromise the confidentiality necessary to maintain trade secret protection under applicable law and diminish the value of our intellectual property.

Further, bad actors may use sophisticated methods to engage in illegal activities involving the theft and misuse of sensitive data. Additionally, bad actors could manipulate or misuse AI/ML tools we may offer. Any of these impacts could damage our reputation, result in manipulation or the loss of valuable information, breach applicable laws and regulations, and harm our business, financial condition and operating results.

Existing and any future indebtedness could adversely affect our ability to operate our business.

We have historically maintained credit facilities and other financing arrangements to provide a source of liquidity for our business and may introduce additional sources of indebtedness in the future for liquidity or other funding purposes. In particular, these sources of liquidity allow us to speed up the processing of payments by pre-funding payout accounts and to provide timely access to customer funds while complying with regulatory requirements. For example, in November 2025, we established a £2 billion ($2.6 billion at issuance date) Euro medium-term note program (the “EMTN Program”), under which we issued £250.0 million ($329.0 million at issuance date) aggregate principal amount of pound sterling-denominated unsecured notes due 2030. We also have a £330.0 million ($437.1 million as of March 31, 2026) multicurrency Revolving Credit Facility with a syndicate of banks entered into on December 12, 2024 for a period of three years, with the potential for two one-year extensions. In addition, our subsidiary that is an authorized electronic money institution in the United Kingdom is subject to requirements to safeguard “relevant funds” which we satisfy in part through comparable guarantees from investment grade issuers. All such arrangements include certain operating and financial covenants, and our ability to meet such covenants can be affected by events beyond our control or we may otherwise not be able to continue to meet those covenants.

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See “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”

Our current and future indebtedness, together with our other financial obligations and contractual commitments, could have significant adverse consequences on our business, including:

We intend to satisfy our current and future debt service obligations with cash received from our operations. However, we may not have sufficient funds, and may be unable to arrange for additional financing, to repay the amounts due under the Revolving Credit Facility, EMTN Program or any other debt instruments. Failure to make payments or comply with other covenants under our debt instruments could result in an event of default and acceleration of amounts due.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.

We are exposed to fluctuations in foreign currency exchange rates for international transfers on our platform. On most transfers, we offer our customers a guaranteed mid-market exchange rate, which is the midpoint between the price the market is willing to pay for a currency and the price at which the market is willing to sell a currency. This rate is offered as guaranteed for a limited period of time to allow the customer time to fund their transfer. If foreign exchange rates change between the time a transfer is booked (at which time the exchange rate is set) and when the recipient is paid out, or if the customer does not fund the transfer, we may suffer a loss on that transaction. Also, by allowing our customers to use our products and services when markets are closed, including on weekends, we are exposed to exchange rate fluctuations during periods when it is not possible to offset foreign currency exposures through financial instruments. For the financial year ended March 31, 2026 and financial year ended March 31, 2025, our largest currencies by cross-border volume were U.S. dollar, British pound sterling and Euro. This risk of exchange rate movement is most acute during periods of large short-term fluctuations in foreign exchange rates.

We also face risks associated with schemes seeking to exploit exchange rate volatility, for example by using sophisticated algorithms and bots. There is no guarantee that our internal control mechanisms will be able to effectively identify and thwart any such exploitation in the future, which could result in needing to expend significant resources in an attempt to recover losses, inhibit our ability to lower our prices or harm our profitability.

We are exposed to foreign exchange risk on certain customer balances where related liabilities to customers are not identically matched by holding equivalent funds in the same currency, including where regulatory requirements or operational constraints limit our ability to hold certain currencies. If we cannot fully hedge these positions that are not matched in currency type and exchange rates move materially or for a sustained period, our financial results could be significantly adversely affected.

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We enter into derivative financial and other instruments to seek to mitigate any adverse effect of currency-related fluctuations on our business, financial condition and operating results, but there can be no assurance that such arrangements will fully eliminate the potentially materially adverse effects of such fluctuations, nor that appropriate financial instruments will be available in all market conditions. While we have adopted measures to monitor and manage the impact of foreign exchange risk, such measures may not be effective at adequately protecting against fluctuations in currency exchange rates, which could cause our operating results to be adversely affected.

Risks Related to Regulatory Compliance and Governmental Matters

Our business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation.

Our business is subject to complex and changing laws, rules, regulations, policies and legal interpretations in the markets in which we offer our products and services, including, but not limited to, those governing: payment services (including payment processing and settlement services), banking, deposit taking, cross-border and domestic money transmission, prepaid access, foreign currency exchange, AI, privacy, data protection, data governance, cybersecurity, taxation, banking secrecy, digital currencies and payments, fraud detection, consumer protection, antitrust and competition, economic and trade sanctions, anti-money laundering and counter-terrorist financing.

Regulators and legislators globally have been establishing, evolving, and increasing their regulatory authority, oversight and enforcement over financial services in a manner that impacts our business. As we introduce new products and services and expand into new markets, we expect to become subject to additional regulations, restrictions and licensing requirements. As we expand and localize our activities, we expect that our obligations in the markets in which we operate will continue to increase. In addition, because we provide products and services to customers worldwide, one or more jurisdictions may claim that we or our customers are required to comply with their laws, which may impose different, more specific or conflicting obligations on us, as well as broader liability. In delivering our strategy, we regularly evaluate our portfolio of licenses and regulatory approvals held in different jurisdictions in which we operate, including in major jurisdictions such as the United States and the United Kingdom, as well as other jurisdictions to which we may expand our operations. As part of that portfolio review, we may, from time to time, evaluate whether applying for additional licenses or approvals, or operationalizing or retaining those licenses, may be beneficial for the business. These additional licenses and approvals may subject us to additional rules and regulations, including capital requirements, and regulatory oversight. See “Item 4. Information on the Company—B. Business Overview—Government Regulation” for additional information on certain applications in process or under evaluation.

Any failure or perceived failure to comply with applicable laws, regulations or orders of any government authority (including changes to or expansion of their interpretation), in particular in relation to anti-money laundering, economic and trade sanctions, fraud detection and taxation, has in the past and may in the future result in regulatory and legal consequences. These may include significant fines, penalties, monetary damages, public censure, injunctive relief, criminal and civil lawsuits, forfeiture of significant assets and enforcement actions in one or more jurisdictions; result in additional compliance and licensing requirements; cause us to lose existing licenses or prevent or delay us from obtaining additional licenses that may be required for our business; increase regulatory scrutiny of our business; divert management’s time and attention from our business; restrict or prohibit our operations; lead to increased friction for customers; force us to make changes to our business practices, products or operations; require us to engage in remediation activities; or delay planned transactions, product launches or improvements. Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brand and business and adversely affect our operating results and financial condition. The complexity of regulatory and enforcement regimes in the jurisdictions in which we operate, coupled with the global scope of our operations and the evolving global regulatory environment, could result in a single event prompting a material number of overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions.

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While we have implemented policies, procedures and controls designed to help ensure compliance with applicable laws and regulations, there can be no assurance that our employees, contractors and agents will not inadvertently or otherwise violate such laws and regulations.

If there is a conflict between the regulations to which we are bound (including conflict between regulatory requirements and applicable tax laws) and our operations, we may need to restructure our intercompany and third-party transactions to be in compliance with applicable regulations and any such restructurings could have adverse tax implications. Furthermore, it may not be possible to be in compliance with applicable laws and regulations to which we are subject if such laws and regulations pose conflicting and incompatible requirements on our business. Noncompliance with applicable regulations could harm our business, require the payment of significant fees or fines, subject our operations to additional tax liabilities, or prevent us from operating in the markets in which we currently or may in the future operate. Furthermore, any tax, fee or other requirement or restriction exclusively on money movement or money management services could put us at a competitive disadvantage to other means of payment or money management which are not subject to the same taxes, fees, requirements or restrictions. Such initiatives may increase our or our customers’ costs and have a material adverse impact on our business, financial condition and operating results. Finally, our business could be harmed if a government in a jurisdiction in which we operate were to levy taxes on money movement.

Further, governmental agencies worldwide have imposed, and may impose new or additional rules on financial services affecting us; our third-party providers, including our payment processing and banking partners; or commercial counterparties, including regulations that:

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In addition, changes in regulatory expectations, interpretations or practices could increase the risk of regulatory enforcement actions, fines and penalties. If the regulatory bodies that oversee our operations adopt, or if customer advocacy groups are able to generate widespread support for, positions that are detrimental to our business, then our business, financial condition, operating results and prospects could be harmed.

On June 16, 2025, we applied to the Office of the Comptroller of the Currency (the “OCC”) for a national bank charter to establish Wise National Trust (“WNT”) in the United States. If our trust application is not granted, our ability to scale our U.S. operations efficiently may be impacted. We may also continue to face operational and cost inefficiencies due to dependence on third-party banks and a competitive disadvantage against those with national trust bank charters or similar bank authorizations who could offer faster and cheaper settlement of transfers involving U.S. dollars.

If our trust application is granted, operating a national trust bank would introduce a higher level of scrutiny and operational complexity than our current U.S. money transmitter licenses (“MTLs”). We would be subject to a higher degree of federal oversight and compliance failure could result in severe enforcement actions. In acting as a fiduciary for customer funds, WNT will also be responsible for the investment and management of those assets. If the investments perform poorly or are mismanaged, WNT could be exposed to liability. Any of these factors may adversely affect our business, operating results and prospects.

If we, or the financial institutions that we work with, fail to comply with the regulatory license conditions in a given market, our operations would be adversely affected.

The provision of money movement, payment, stored value/e-money and other financial services is highly regulated, and the requirements vary from jurisdiction to jurisdiction. We obtain and maintain licenses issued by governmental authorities that, in some cases, including in the United States, permit us to operate without holding a bank charter. Obtaining and maintaining a banking license or bank charter, including in the United States, would subject us to additional and different regulatory requirements that may be above and beyond what is required by our current licensing portfolio. These may include capital and liquidity standards, as well as additional reporting and disclosure obligations.

Nevertheless, as an entity licensed to provide these services, we are subject to extensive financial, operational and other regulatory requirements that we must comply with to maintain our licenses and conduct business. These may include: net worth requirements; restrictions or obligations with respect to customer funds, including requirements to maintain insurance or reserves in an amount equivalent to outstanding payment obligations and limitations on our investment of customer funds; bonding requirements; liquidity requirements; limitations on the amount and type of receivables we may be owed by our affiliates or third parties; requirements for regulatory approval of controlling shareholders; reporting requirements; anti-money laundering and countering the finance of terrorism compliance requirements; privacy and cybersecurity requirements; customer disclosure requirements; and monitoring, examination and oversight by regulatory agencies in the jurisdictions in which we operate.

As part of our licenses or authorizations, we are required to comply with a significant number of requirements. We cannot guarantee that our controls, policies and procedures will fully prevent failures to comply with specific requirements. We also provide services into and from jurisdictions in which we are not expressly required to be licensed or authorized, in reliance on exemptions or our understanding of the applicable authorization regime.

Some of the jurisdictions where we operate, like the United Kingdom, require us to comply with certain regulatory capital and liquidity requirements.

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If the capital requirements to which we are subject increase, or if new jurisdictions impose capital requirements on us, we may need to reallocate a portion of our cash or similar resources, raise additional capital, either through external financing sources or by raising prices, in order to support these requirements and maintain our licenses.

We may also be required to comply with local governance and oversight requirements. If boards of directors of our entities, accountable individuals or control frameworks are insufficient, or if group policies and arrangements are inadequate, inconsistently implemented or not tailored to local requirements, we could face compliance failures, inaccurate or late regulatory reporting or breaches of contractual obligations, which create additional complexity for our business. The risk that we may exercise inadequate governance and oversight may be further exacerbated by our global corporate structure and group-wide arrangements. These issues could result in regulatory sanctions or license restrictions, loss of relationships with banks and other partners, increased costs, and other material harm to our business, financial condition and results of operations.

In certain jurisdictions we are required to comply with safeguarding requirements to protect customer funds received in connection with the provision of our services. Regulatory scrutiny of safeguarding has steadily intensified in recent years, and new requirements may require us to undergo additional independent or regulatory audits. In addition, regulators may, from time to time, conduct inspections or examinations, thematic reviews or other assessments of our compliance with safeguarding requirements. Any failure by us to comply with safeguarding obligations could result in reputational harm, monetary penalties and other sanctions or impact our ability to do business in certain jurisdictions.

We are also subject to laws and regulations which prohibit us from transmitting money to specified countries or to or on behalf of prohibited individuals, including, but not limited to, the laws and regulations enforced by OFAC in the United States, H.M. Treasury’s Office of Financial Sanctions Implementation (“OFSI”) in the United Kingdom, regulations enacted by the European Union and the United Nations Security Council. Geopolitical events may result in new or expanded embargoes or sanctions, which would significantly limit or adversely impact our ability to continue operations in that country and may increase operating costs. If any sanctions or similar restrictions are imposed on the third parties that we work with, this would restrict our ability to work with them in the future.

Certain countries may require us to engage with designated banks or other financial counterparties or may introduce other legislation, such as exchange controls, which decreases the volume of our business.

The jurisdictions in which we operate may also introduce reforms or amend regulations that could lead to increased costs to us or our customers, limit the currencies which we offer or impose actions that could affect currency liquidity. We may not be able to comply with or anticipate these new or additional requirements and may need to change our operations significantly or incur increased costs to comply.

Regulators around the world increasingly take note of each other’s approaches to regulating the payments and financial services industry. Consequently, new laws or regulations in one jurisdiction may be replicated in others, therefore affecting our business across multiple jurisdictions or product or service offerings. Implementing such changes across jurisdictions may require significant work and resources.

In addition to relying on our own licenses and approvals, we partner with and/or depend upon financial institutions to provide our products. First, we depend on financial institutions in the execution of funds transfers, foreign currency transactions, and in connection with our Wise Assets and payment card products. Those financial institutions are subject to a wide range of strict regulatory requirements, similar to, but in some cases, above and beyond those applicable to our business. Any changes to existing regulations, internal risk appetites or regulatory expectations impacting such financial institutions could in turn have an impact on us. For example, any restrictions placed on those institutions’ businesses may affect their ability to partner with Wise or to offer the services that Wise depends on, both of which would have an adverse impact on our ability to offer services to our own customers.

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These financial institutions could also decide to restrict or stop providing the services on which we depend, potentially requiring us to transition to another provider, increase our costs or restrict or terminate certain products or services.

Second, we have relationships with financial institutions, including banks and non-banks, in connection with Wise Platform, our global payment infrastructure for banks, financial institutions and enterprises. We offer products and services to these institutional partners or their customers, including through application programming interfaces (“API”). These services include allowing the institutional partners to send and receive payments on behalf of their customers or embedding Wise services into their platform via Wise’s API. These institutional partners may also be subject to similar or the same regulatory regimes as Wise. Any changes to existing laws and regulations, or any instances of material non-compliance by our Wise Platform partners, may affect their ability to offer their own services and thus to partner with Wise. Loss of these partner relationships could adversely impact revenue generated from the services delivered through Wise Platform.

If we, or the financial institutions that we work with, are unable to conduct our business in compliance with the licenses, laws, regulations and standards to which we are subject, or if we are not able to remain compliant as they change, or if changes negatively impact our businesses, we may decide to or could be forced to leave certain markets, stop offering certain products or services to our customers or be subject to increased costs or fines.

Our ability to offer our services and to offer competitive fees may be reduced or limited because of regulatory initiatives and changes in laws and regulations or their interpretation and industry practices and standards.

The evolving policy and regulatory environment, including increased fees or taxes, regulatory initiatives and changes in laws and regulations or their interpretation, industry practices and standards imposed by governments and changes in expectations regarding our products and compliance efforts may impact the manner in which we operate our business, may change the competitive landscape and may adversely affect our financial results. Recently proposed and enacted legislation related to financial services providers and consumer protection in various jurisdictions around the world has subjected and may continue to subject us to additional regulatory oversight, mandate additional consumer disclosures and remedies, including refunds to consumers, or may otherwise impact the manner in which we provide our services.

In particular, the U.S. Consumer Financial Protection Bureau (“CFPB”) has authority over Regulation E, which implements the Electronic Fund Transfer Act and, among other things, consumer protection requirements under the Remittance Transfer Rule. The CFPB could modify the Remittance Transfer Rule or issue administrative guidance that may impose limitations on remittance providers, such as the type of fees charged by remittance companies, how remittances are advertised to consumers, how the exchange rate is applied to transactions by these companies. Such changes may require us to assume fees and charges by third-party providers that are outside of our control.

In addition, the CFPB administers other regulations governing consumer financial services and may adopt new regulations, including regulations defining unfair, deceptive or abusive acts or practices and new model disclosures. The CFPB’s authority to change the interpretation of regulations, or to rescind or alter past regulatory guidance, could force us to make changes to our products or business operations, which may lead to an increase in our compliance costs and litigation exposure, and thus our ability to offer our products at competitive prices. These regulations, changes to these regulations, and other potential changes under CFPB regulations could harm our business, financial condition, operating results and prospects and could force us to change the way we operate our business.

These risks are heightened for companies, like Wise, that have previously been the subject of enforcement action by the CFPB. Although Wise’s January 2025 Consent Order was amended in May 2025 to significantly reduce the penalty, Wise may face increased CFPB or other regulatory scrutiny for compliance with these laws and CFPB regulations.

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Governmental authorities could also regulate foreign exchange rates, implement capital controls or tax foreign exchange purchases in countries in which we do business, and this could harm our business. Similarly, if governments implement new laws or regulations that limit our right to set fees, then our business, financial condition, operating results and prospects could be adversely affected.

The greater level of regulatory scrutiny and compliance demand in the financial sector increases the risk of regulatory action against us or our financial institutional partners, whether formal or informal.

Regulators across the world subject financial institutions, including Wise, to intense review, supervision and scrutiny and have authority to commence investigations and take enforcement action. Regulators regularly review our operations, and there can be no guarantee that all regulators will agree with our internal assessments of compliance with applicable laws, regulations or regulatory policies.

We are subject to examination by financial industry regulators, such as the U.K. Financial Conduct Authority (the “FCA”), the National Bank of Belgium (EU), the Australian Securities and Investments Commission and the Australian Prudential Regulation Authority (Australia), U.S. state regulators, and CFPB (U.S.). We are, and have been, engaged in discussions with regulators regarding the adequacy of our financial crime systems and controls, including in the areas of customer due diligence, transaction monitoring and reporting, customer onboarding and the oversight of outsourced functions. These regulators have the authority to examine and supervise us, and may take formal or informal actions against us that force us to adopt new compliance programs or policies, remove personnel including senior executives, provide remediation or refunds to customers or undertake other changes to our products or business operations. Any gaps or perceived weaknesses in our compliance management system may also subject us to penalties or other enforcement action by regulatory authorities. For example, in July 2025, Wise US Inc. paid a $4.2 million administrative penalty and entered into a settlement with six U.S. state regulators to resolve concerns identified in a routine exam of operations from July 2022 to September 2023 related to compliance with AML/CTF obligations. In connection with the settlement, Wise made enhancements to its AML/CTF compliance program.

Many of the jurisdictions in which we operate have implemented or are in the process of implementing reporting, record-keeping or information-sharing obligations to improve tax compliance. In addition, as a result of the U.S. Foreign Account Tax Compliance Act and Organization for Economic Co-operation and Development (“OECD”) Common Reporting Standard regulations, most countries that we operate in have introduced information-sharing obligations that are either currently applicable or may become applicable in the future to us or our partners. Any failure by us to comply with these or any similar obligations could result in substantial monetary penalties and other sanctions and impact our ability to do business in certain jurisdictions.

If we fail to manage our legal and regulatory risk in the many jurisdictions in which we operate, our business could suffer, our reputation could be harmed, and we could be subject to additional legal and regulatory risks. This could, in turn, increase the size and number of claims and damages asserted against us and/or subject us to regulatory investigations, enforcement actions or other proceedings, or lead to increased regulatory concerns. We may also be required to spend additional time and resources on remedial measures and conducting inquiries beyond those which may already be initiated and ongoing, which could have an adverse effect on our business. Similarly, a failure to comply with the applicable regulations in various jurisdictions by our employees, representatives and third-party service providers either in or outside the course of their services, or suspected or perceived failures by them, may result in further inquiries, investigations or regulatory or enforcement action by government authorities against us, our employees, representatives and third-party service providers.

While we have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, there are a number of risks that cannot be completely eliminated or controlled, particularly given our international presence. Regulators and enforcement authorities in every jurisdiction in which we operate have the power to restrict our operations or bring administrative or judicial proceedings against us (or our employees, representatives and third-party service providers), which could result, among other things, in suspension or revocation of one or more of our licenses, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action which could materially harm our business, financial condition, operating results, reputation and prospects.

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Expansion into additional jurisdictions also increases the complexity of our risks in a number of areas including currency risks, interest rate risks, compliance risk, regulatory risk, reputational risk and operational risk. We, or our employees, may from time to time, and as is common in the financial services industry, be the subject of inquiries, examinations or investigations that could lead to proceedings against us or our employees.

We are subject to economic sanctions laws and regulations. We could face liability and other serious consequences for violations that could harm our business.

We are subject to various economic and trade sanctions regulations administered by the OFSI in the United Kingdom, the U.S. Treasury Department’s Office of Foreign Assets Control, regulations enacted by the European Union, and other governmental authorities in the countries in which we conduct business. These regulations prohibit the provision of certain services to, and engagement in transactions and business with, countries, governments and persons targeted by sanctions. In some cases, we may be required to block or freeze assets associated with certain designated individuals, entities, and other persons, and file reports with applicable governmental authorities.

We have developed and we maintain compliance policies, procedures, systems, and controls to comply with applicable sanctions regulations, including providing regular training to relevant staff and utilizing our proprietary software to screen each customer and each transaction. Despite this, there is no certainty that all of our employees, agents, contractors or partners, or those of our affiliates, will comply with all applicable sanctions laws and regulations. In addition, we may have inadvertently engaged in transactions or dealings with certain customers in violation of applicable sanctions laws. As a result, we have submitted and from time to time may continue to submit disclosures regarding compliance with sanctions laws and regulations with applicable government authorities. For example, in 2022, we submitted a voluntary disclosure to OFSI regarding a potential breach of U.K. sanctions regulations relating to a cash withdrawal made from a business account held by a company owned or controlled by an OFSI-designated person. In response, on August 31, 2023, OFSI issued a report regarding this matter and did not impose any monetary penalties on the Company.

Violations of sanctions laws and regulations could result in fines, criminal sanctions against us, our officers, or our employees and implementation of mandated compliance reviews. Any such violations could include prohibitions on our ability to offer our services in one or more jurisdictions and could materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, and our business, prospects, operating results and financial condition.

Our (or the third parties with whom we work) actual or perceived failure to comply with data privacy and security obligations could expose us to regulatory investigations or actions, litigation, fines and penalties or other financial liabilities, or otherwise adversely affect our ability to conduct our business.

In the ordinary course of business, we process personal information and other sensitive information, including proprietary and confidential business data, trade secrets, source code, intellectual property, sensitive employee data, third-party data and customer data (including proprietary and confidential information of our employees, customers and our customers’ customers, such as their confidential business data and intellectual property). Our data processing activities subject us to numerous laws, rules, regulations, guidance, external and internal privacy and security policies, contractual requirements, industry standards and other obligations related to privacy and data security, including in the United Kingdom and European Union, where we have material operations, and other jurisdictions around the world.

European countries have imposed strict laws, regulations, directives and requirements for processing personal data, such as the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s General Data Protection Regulation (“U.K.

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GDPR”) (collectively, “GDPR”), the United Kingdom’s Data Protection Act 2018 and the Privacy and Electronic Communications Directive 2002/58/EC (“ePrivacy Directive”) which is implemented in the United Kingdom through the Privacy and Electronic Communications (EC Directive) Regulations 2003 (“PECR”). For example, GDPR requires companies to offer individuals certain rights over their personal data (such as the right to access personal data, right to correct personal data and the right to be forgotten), imposes strict data breach notification requirements, requires companies to appoint data protection officers and imposes additional recordkeeping obligations, in addition to other requirements. Penalties under these laws and other related laws can be severe. In particular, under GDPR we may face temporary or definitive bans on data processing and other corrective actions that could materially and adversely impact our operations and ability to do business; fines of up to 17.5 million pounds sterling or 20 million euros (under the U.K. GDPR and the EU GDPR, respectively) or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by individual data subjects or groups of data subjects or consumer protection organizations authorized at law to represent their interests. Recent amendments to PECR via the Data (Use and Access) Act 2025 (“DUAA”) have also increased the maximum fines for breaches of PECR in the U.K. to align with U.K. GDPR and EU GDPR levels. Developments and changes in privacy and data security laws in the European Union and the United Kingdom, including to GDPR, ePrivacy Directive, PECR, the DUAA and other U.K. or EU privacy and data security laws (such as the European Union’s Data Services Act which regulates general management and use of data), may materially affect our business given the scale of our operations, particularly because of the number of customers we serve and number of employees we have in these jurisdictions.

Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data. For example, some of our data processing practices may in the future be subject to challenges or lawsuits under data privacy and communications laws in connection with sharing consumer information with third parties through various methods, including session replay providers or via third-party marketing pixels. These practices may be subject to increased challenges by plaintiffs, including in class actions. Our inability or failure to obtain the necessary consent for these practices could result in adverse consequences, including class action litigation and mass arbitration demands.

In the ordinary course of business, we transfer personal data from the European Union, the United Kingdom, and other jurisdictions to the United States or other countries. The European Union, the United Kingdom and other jurisdictions have enacted laws heavily conditioning or limiting the transfer of personal data to other countries. In particular, the European Union and the United Kingdom have restricted the transfer of personal data to the United States and other countries which have not yet been provided an adequacy decision by the relevant authorities in the United Kingdom or European Union. We are subject to data localization requirements under payment services regulations in jurisdictions in which we operate such as India, Indonesia and the UAE. Other jurisdictions may adopt or have already adopted similarly stringent data localization and cross-border data transfer laws. We may be unable to transfer personal data from the European Union, the United Kingdom and other jurisdictions to different countries due to data localization laws, regulations, requirements or limitations on cross-border data flows. Although there are various mechanisms that may be used in some cases to lawfully transfer personal data from the United Kingdom, European Union and other jurisdictions to the different countries, such as standard contractual clauses and data agreements, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data.

A prohibition or material limitation on our ability to transfer personal data to other countries could materially and adversely impact our business operations, including the interruption or degradation of our operations, the need to reorganize part of or all of our business operations related to our processing activities, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors, and other third parties, and injunctions against our processing or transfer of personal data necessary to operate our business. Furthermore, companies that transfer personal data out of the European Union and the United Kingdom to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups.

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Some EU regulators have ordered certain companies to suspend or permanently cease certain transfers out of the European Union for allegedly violating the GDPR’s cross-border data transfer limitations.

Additionally, the U.S. Department of Justice places additional restrictions on certain data transactions involving specified countries (e.g., China, Russia, Iran) and covered individuals (i.e., individuals and entities located in or controlled by individuals or entities located in those jurisdictions) that may impact certain business activities such as third-party relationships, sale or sharing of data and employment of certain individuals. Violations of the rule could lead to significant civil and criminal fines and penalties. The rule applies regardless of whether data is anonymized, key-coded, pseudonymized, de-identified or encrypted, which presents particular challenges for companies like ours with a global presence and that handle large amounts of personal data, including sensitive data, and could impact our ability to engage in transactions or agreements with certain third parties in the future.

In the United States, federal, state and local governments have enacted numerous privacy and data security laws, including consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), data breach notification laws, personal data privacy laws, and other similar laws (e.g., wiretapping laws). Additionally, certain sector-specific regulations, including regarding the financial industry, require additional privacy and security-related obligations. For example, the Gramm Leach Bliley Act (“GLBA”) and Regulation S-P, as amended, imposes specific requirements relating to the privacy and security of certain “nonpublic personal information” processed by covered financial institutions. The Federal Trade Commission and other state and federal agencies have also been increasing their scrutiny of the ways in which companies use and share personal data for marketing and analytics. Laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices and the internet, including the Telephone Consumer Protection Act (“TCPA”) and the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”), may impact our business activities. The TCPA places certain restrictions on making outbound calls, faxes and text messages to consumers, while the CAN-SPAM Act imposes penalties for the transmission of commercial emails that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future emails from the sender.

Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses processing personal data, including providing specific disclosures and affording residents or other individuals with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments or opting into the use of sensitive information. For example, the California Consumer Privacy Act (“CCPA”) requires, among other things, businesses to provide specific privacy disclosures and honor requests of applicable individuals to exercise certain privacy rights. The CCPA provides for administrative fines of up to $7,988 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Certain U.S. states have also enacted statutes banning or restricting the collection of biometric information. For example, the Illinois Biometric Information Privacy Act (“BIPA”) and Texas’ Capture Or Use Of Biometric Identifier Act, regulate the collection, use, safeguarding, and storage of biometric information, and provide for substantial penalties and statutory damages, with BIPA also creating a privacy right of action for violations. Since its enactment, BIPA has generated significant class action activity. The diverse approach taken across different U.S. state privacy laws to the relevant entity and/or data exemptions may further complicate compliance efforts and could increase legal risk and compliance costs for us, the third parties with whom we work, and our customers. Additional laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

In addition to the privacy laws of the European Union, United Kingdom and the United States, we are or may in the future become subject to various privacy laws in the other jurisdictions where we operate globally. An increasing number of laws, regulations, and industry standards govern data privacy and security in these and other jurisdictions in which we operate, including, but not limited to, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No.

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13,709/2018), Australia’s Privacy Act, and China’s Personal Information Protection Law (“PIPL”), impose requirements privacy, security and data transfer requirements related to the processing of personal data.

In addition to privacy and data security laws, we are contractually subject to industry standards adopted by industry groups, and we are, or may become, subject to such obligations in the future. For example, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”). The PCI DSS requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Noncompliance with PCI DSS could result in penalties ranging from $5,000 to $100,000 per month by credit card companies, restrictions on our ability to issue cards, litigation, damage to our reputation, and revenue losses. We also rely on vendors to process payment card data, who may be subject to PCI DSS, and our business may be negatively affected if third parties with whom we work are fined or suffer other consequences as a result of PCI DSS noncompliance. We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as GDPR and the CCPA, require our business customers or partners to impose specific contractual restrictions on their processors or service providers. Additionally, we publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, including to our customers and others regarding data privacy and security. Regulators in the United States are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking transparency, deceptive, unfair or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Obligations related to privacy and data security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our products or services, information technologies, systems and practices and to those of any third parties that process personal data on our behalf. We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover, despite our efforts, our personnel or third parties with whom we work may fail to comply with such obligations, which could negatively impact our business operations.

Applicable privacy and data security obligations, including contractual obligations, may also require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals and customers, of security incidents or to take other actions, such as providing credit monitoring and identity theft protection services. Such notifications are costly, and the notifications or the failure to comply with such requirements could lead to adverse consequences.

Any failure or perceived failure by us or the third parties with whom we work to comply with applicable privacy or data security obligations could result in significant consequences for our business. For example, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class action claims and mass arbitration demands. Some of these claims could allow for the recovery of statutory damages on a per violation basis and, if viable, carry the potential for vast statutory damages, depending on the volume of data and the number of violations. Any of these events could have a material adverse effect on our reputation, business or financial condition, including but not limited to: adverse publicity, loss of trust in us by our customers and partners, reputational harm, inability to process personal data or to operate in certain jurisdictions, expenditure of time and resources to defend any claim or inquiry and interruptions or stoppages in our business operations.

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We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws.

Our operations are subject to anti-corruption laws, including the U.K. Bribery Act, the Foreign Corrupt Practices Act (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, and other anti-corruption laws that apply in countries where we do business. The U.K. Bribery Act, the FCPA and these other laws generally prohibit us, our employees, representatives, agents, and other intermediaries from authorizing, promising, offering or providing, directly or indirectly, improper or prohibited payments, or anything else of value, to government officials or other persons to obtain or retain business or gain some other business advantage. Under the U.K. Bribery Act, we may also become liable for failing to prevent a person associated with us from committing a bribery offense. In addition, the FCPA requires public companies to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls.

We operate or may in the future operate in jurisdictions that present a heightened risk of U.K. Bribery Act, FCPA and other anti-corruption law violations. We may engage third parties to market or sell our products or to help us obtain necessary permits, licenses, registrations, and other regulatory approvals in these jurisdictions. We can be held liable under anti-corruption laws for the corrupt or other illegal activities of our employees, agents, contractors, and other partners, even if we do not explicitly authorize or have actual knowledge of such activities. While we operate a risk-based anti-bribery and corruption framework, and therefore controls which we deem to be proportionate to our business activities, there may be significant counterparty- and geography-related risks given Wise’s operating model stemming from the conduct of third parties, variance in legal frameworks, and divergent business practices. Enforcement of these laws continues to intensify globally, and evolving regulatory expectations may increase our compliance burden. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted. Any violation of anti-corruption laws and regulations may result in substantial civil and criminal fines and penalties for both natural persons and legal entities, resulting in imprisonment, the loss of licenses, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

Risks Related to Our Intellectual Property

Any failure to obtain, maintain, protect or enforce our intellectual property and proprietary rights could impair our ability to protect our brand and technology.

Our success depends to a significant degree on our ability to obtain, maintain, protect and enforce our intellectual property rights across an increasing number of jurisdictions worldwide. We rely on a combination of trademarks, trade secrets, copyrights, service marks, registered domain names, contractual restrictions and other intellectual property laws and confidentiality procedures to establish and protect our proprietary rights. However, the steps we take to obtain, maintain, protect and enforce our intellectual property rights may be inadequate. We will not be able to adequately protect our intellectual property rights if we are unable to enforce our rights or if we do not detect infringement, misappropriation or other unauthorized use of our intellectual property rights. In addition, defending our intellectual property rights might entail significant expense. Any trademarks or other intellectual property rights that we have or may obtain may under specific circumstances be challenged or circumvented by others or invalidated or held unenforceable through administrative process, including re-examination, inter partes review, interference and derivation proceedings, equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings) or litigation.

These risks are heightened by our international operations. Our intellectual property rights in some countries outside the United States, the United Kingdom and the European Union can be less extensive than those in such jurisdictions. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of our major jurisdictions, and many companies have encountered significant challenges in establishing and enforcing their proprietary rights worldwide. Additionally, there may be changes in the laws and regulations of the jurisdictions within which we operate (or intend to operate) which make it more difficult to enforce our intellectual property or which grant third parties greater rights over our intellectual property.

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Accordingly, we may not be able to stop the infringement, misappropriation or other violation of our intellectual property rights, or choose not to seek protection, in certain countries.

The value of our intellectual property could diminish if others assert rights in our ownership of our trademarks and other intellectual property rights, or trademarks that are similar to our trademarks. We may be unable to successfully resolve these types of conflicts to our satisfaction. Furthermore, third parties have and may assert intellectual property claims against us, and we may be subject to liability, required to enter into costly license agreements, or required to rebrand our products or prevented from selling our products if third parties successfully oppose or challenge our trademarks or successfully claim that we infringe, misappropriate or otherwise violate their trademarks or other intellectual property rights. As we expand our international activities, our exposure to unauthorized copying and use of our products and proprietary information will likely increase. Moreover, policing unauthorized use of our technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights.

We may also consider litigation to be necessary in the future to protect and enforce our intellectual property rights and to protect our trade secrets, which could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights have been and may in the future be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights. Our potential inability to protect our proprietary technology against unauthorized copying or use could delay the release of new products or technology capabilities, impair the functionality of our products and platform capabilities, result in our substituting inferior or more costly technologies into our products, or injure our reputation.

We are from time to time subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

We are, have been and may in the future be subject to intellectual property disputes. Our success as a business depends, in part, on our ability to develop and commercialize our offerings without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. Even though we have procedures in place to confirm availability of the chosen product names, we still may not be aware that our offerings are infringing, misappropriating or otherwise violating third-party intellectual property rights, and such third parties may bring claims against us, our business partners and our customers alleging such infringement, misappropriation or violation.

Companies in the technology industry are often required to defend against litigation claims based on allegations of infringement, misappropriation or other violations of intellectual property rights. We may not in all instances be able to successfully defend or ascertain all third-party rights implicated by our business. Any claims of intellectual property infringement, even those without merit, may be time-consuming and expensive to resolve, divert management’s attention, cause us to cease using or incorporating the challenged technology, expose us to other legal liabilities, such as indemnification obligations, or require us to enter into licensing agreements to obtain the right to use a third-party’s intellectual property. In addition, many companies have the capability or willingness to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. If we are found to infringe a third-party’s intellectual property rights and we cannot obtain a license or develop a non-infringing alternative, we would be forced to cease business activities.

Lastly, like any other business we are not protected from bogus, and disingenuous intellectual property infringement disputes filed by malicious actors such as patent trolls.

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Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition or operating results.

We may be subject to claims asserting that our employees, consultants or advisors have wrongfully used or disclosed alleged proprietary information of their existing or former employers or claims asserting ownership of what we regard as our own intellectual property.

Although we try to ensure that our employees, consultants, advisors and other contractors and partners do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s existing or former employers or other third parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the creation or development of intellectual property on our behalf to execute agreements assigning such intellectual property to us, we may be unsuccessful in having all such employees and contractors execute such an agreement. The assignment of intellectual property may not be self-executing, or the assignment agreement may be breached and we may be forced to bring claims against third parties or defend claims that they may bring against us to determine the ownership of what we regard as our intellectual property. Any of the foregoing could have a material adverse effect on our business, financial condition and operating results.

We use third-party open-source software in our products, which could negatively affect our ability to sell our products or subject us to litigation or other actions.

We use, and expect to continue using, open source software in connection with our products and services. Some open source software licenses, which we may be subject to, require those who distribute open source software to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost. Accordingly, we could inadvertently be subject to terms we did not intend to accept, or be alleged to have done so, in part because open source license terms are often ambiguous. Additionally, we could face claims from third parties seeking to enforce the terms of the applicable open source license. In such an event, we could be required to seek licenses from third parties to continue offering our products and services, to make our proprietary code generally available in source code form, to re-engineer our products and services, or to discontinue our products and services if re-engineering could not be accomplished on a timely basis, any of which could harm our business, financial condition, operating results and prospects. The terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide our products and services.

In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is limited legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or more competitive than ours. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our business, financial condition, operating results, reputation and prospects.

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Provisions in various agreements to which we are party potentially expose us to substantial liability for intellectual property infringement, data protection violations and other losses.

Our agreements with customers and other third parties sometimes include provisions under which we are liable or agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection violations, damages caused by us to property or persons or other liabilities relating to or arising from our platform, products, services or other contractual obligations. Some of these agreements provide for uncapped liability for which we would be responsible, and some provisions survive termination or expiration of the applicable agreement. Large liability payments could harm our business, operating results and financial condition. Although we normally contractually limit our liability with respect to such obligations, we may still incur substantial liability related to them, and in case of an intellectual property infringement indemnification claim, we may be required to cease use of certain functions of our platform or product offerings as a result of any such claims. Any dispute with a third party with respect to such obligations could have adverse effects on our relationship with that third party and other existing and new third parties and harm our business.

Risks Related to Tax Matters

Evolving tax laws or interpretations of tax laws by tax authorities, including how they are applied to us and the local financial institutions that we work with, could adversely affect our business.

As a multinational organization operating in multiple jurisdictions we may be subject to increasingly complex tax laws and taxation in several jurisdictions, the application of which can be uncertain. The amount of taxes we are required to pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles and tax authority practice, including increased tax rates, new tax laws, in particular those that are implemented with limited notice, revised interpretations of existing tax laws (including new administrative guidance or executive action), or changes to enforcement practices and procedures, and potential disputes with tax authorities, which could have a material adverse effect on our business. The amount of taxes we pay in different jurisdictions depends on the application of the tax laws in those jurisdictions and includes complex rules and regulations that require significant judgment. Our effective tax rate and tax filings reflect the interpretation of such tax laws.

Tax authorities may disagree with our positions and conclusions regarding certain tax positions or otherwise assert that we have failed to comply with applicable tax laws in the jurisdictions in which we currently or may in the future operate. For example, we have established processes and procedures intended to comply with tax laws that apply to us and the transactions that we handle, but we may inadvertently fail to comply with all applicable tax payment, reporting or compliance obligations as a result of the large volume of transactions that we handle and the multiple jurisdictions in which we operate. Further, tax authorities may challenge our VAT treatment or input VAT recovery methodology as we operate in the financial services sector, which often adds another layer of complexity and sensitivity to VAT application. Alternatively, tax authorities may challenge our related party transfer pricing policies, claim that our operations constitute a taxable presence in different jurisdictions, that various withholding requirements apply to us, or assert that benefits of tax treaties are not available to us.

If any tax authority were to be successful in challenging our tax positions, such as these, we may be liable for additional taxes plus penalties and interest, which may have a significant impact on our business, financial condition, operating results and prospects.

As a result, any adverse outcome of our current and future audits by tax authorities could result in unforeseen tax-related liabilities that differ from the amounts recorded in our financial statements, which may materially affect our financial results in the periods for which such determination is made. While we have established reserves based on assumptions and estimates that we believe are reasonable to cover such eventualities based on current knowledge, these reserves may prove to be insufficient.

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In addition, we work with local financial institutions that are required to comply with applicable tax obligations in connection with transactions on our service. The failure by the local financial institutions that we work with to comply with such obligations could result in inquiries by tax authorities or other regulators, reputational damage, enforcement actions and additional reporting and withholding requirements.

The OECD introduced significant changes to the international tax law framework through the Pillar Two rules. These rules were established to create a 15% minimum tax rate for certain multinational enterprises. Many countries in which we operate have enacted, or are in the process of enacting, core elements of the Pillar Two rules, and further elements are expected to be enacted in future in these jurisdictions and elsewhere. While the Pillar Two rules have not given rise to a material increase in our effective tax rate, we may in future be subject to tax rate changes, higher effective tax rates, potential tax disputes and adverse impacts to our cash flows, tax liabilities, operating results, compliance costs and financial position.

The United States has enacted several significant changes to U.S. tax laws some of which may adversely affect us, for example, as our U.S. operations expand. Future guidance from the Internal Revenue Service (the “IRS”) and other tax authorities with respect to any legislation may affect us, and certain aspects of such legislation could be repealed or modified in future legislation or sunset in future years. The U.S. government may enact further changes to the taxation of business entities, which could include among others, an increase in the corporate income tax rate, the imposition of minimum taxes or surtaxes on certain types of income and significant changes to the taxation of income derived from international operations. We are unable to predict what changes to the tax laws of the United States and other jurisdictions may be proposed or enacted in the future or what effect such changes would have on our business. Any of these or similar developments or changes to tax laws or rulings (which changes may have retroactive application) could result in adverse impacts to our financial condition, operating results and prospects and a material change to the tax considerations described herein.

In summary, the multi-national nature of our business as well as complex, changing tax laws and the conclusion of tax audits and other challenges by tax authorities could increase our effective tax rate and cash outflows, adversely affecting our business and financial results.

If we were to qualify as a passive foreign investment company, it could result in adverse U.S. tax consequences to certain U.S. holders of our Class A ordinary shares.

A non-U.S. corporation will be classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock of such corporation.

We believe that Wise plc should not be classified as a PFIC for the taxable year ended March 31, 2026 or for any prior year during which shares of Wise plc stock have been admitted to trading on the London Stock Exchange and we do not expect Wise Group plc to be a PFIC for the taxable year ended March 31, 2026 or any other taxable year. However, no assurance can be given in this regard because the determination of PFIC status for any taxable year is a fact intensive determination made annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price of our Class A ordinary shares could cause us to be or become classified as a PFIC for the current or future taxable years because the value of any assets for purposes of the asset test, including the value of any goodwill, may be determined by reference to the market price of our Class A ordinary shares. If our market capitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year or future taxable years. Furthermore, the law applicable to determinations of PFIC status is complex, uncertain and subject to varying interpretation, and the IRS may not agree with the PFIC determinations that we make or have made and their application of the PFIC rules. Even if we determine that we are not (or were not) a PFIC for a particular tax year, the IRS is not bound by that determination and could take a different view.

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In light of the foregoing, our U.S. counsel expresses no opinion with respect to our PFIC status for any prior, current or future taxable year.

If we are classified as a PFIC for any year during which a U.S. holder holds our Class A ordinary shares, we would typically continue to be treated as a PFIC for all succeeding years during which such U.S. holder holds such shares. See “Item 10.E. Additional Information—Taxation—Certain Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Rules” for a further discussion of the PFIC rules.

If we were to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, it would result in significant adverse U.S. tax consequences to us and certain holders of our Class A ordinary shares.

Wise Group plc is incorporated in Jersey and is intended to be solely a U.K. tax resident. However, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”). We do not believe that we should be treated as a U.S. corporation for U.S. federal income tax purposes. However, the relevant law is not entirely clear and is subject to detailed regulations, the application of which is uncertain in various respects, and whose interaction with general principles of U.S. tax law remains untested. A corporation generally is considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. If the IRS successfully challenged our status as a foreign corporation, significant adverse U.S. tax consequences would result for us and certain holders of our Class A ordinary shares. For example, we could be subject to substantial liability for U.S. income taxes, and the gross amount of any dividend payments to certain non-U.S. holders of our Class A ordinary shares could be subject to U.S. withholding taxes.

Risks Related to Being a Public Company in the United States

We incur increased costs as a result of operating as a public company in the United States, and management is required to continue devoting substantial time to compliance with public company responsibilities and corporate governance practices.

As a public company in the United States, we incur significant legal, accounting and other expenses that we did not previously incur as a public company solely listed in the United Kingdom. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations impose various requirements on public companies. While we have been publicly listed in the United Kingdom since July 2021, our management and other personnel have limited experience in managing a public company in the United States and are required to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations increase certain legal and financial compliance costs and make some activities more time-consuming and costly, particularly where we engage with third parties to assist with these activities. We cannot precisely predict or estimate the amount of additional costs we may incur as a public company or the specific timing of such costs.

As a public company in the United States, we are obligated to maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the market price of our Class A ordinary shares.

As a publicly traded company in the United States, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the financial year that coincides with the filing of our second Annual Report on Form 20-F. This assessment must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Following management’s assessment, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting in our Annual Reports required to be filed with the U.S. Securities and Exchange Commission (“SEC”).

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Our current controls were designed for compliance with the requirements applicable to our listing in the United Kingdom, and these and any new controls that we develop may be deemed inadequate because of poor design, gaps in operating effectiveness or changes in conditions in our business. This includes the transition of our primary listing from the United Kingdom to the United States and increased complexity resulting from any international expansion. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems and controls to accommodate such changes. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could materially and adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise. Any failure to implement and maintain effective internal control over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports. If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we may not detect errors in a timely manner, our consolidated financial statements could be misstated, and we could be subject to regulatory scrutiny and a loss of confidence by stakeholders, which could harm our business and adversely affect the market price of our Class A ordinary shares.

We have identified material weaknesses in our internal control over financial reporting. For a discussion of these material weaknesses and our remediation efforts, see “—In connection with our compliance with the Sarbanes-Oxley Act, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses” below and “Item 15. Controls and Procedures.” Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or operating results, and could result in a loss of investor confidence, a decline in the market price of our Class A ordinary shares, sanctions or investigations by the SEC or other regulatory authorities, and restrictions on our future access to the capital markets.

The growth and expansion of our business places a continuous, significant demand on our operational and financial resources. Further growth of our operations to support our customer base, product offerings, software, and internal controls and procedures may not be adequate to support our operations. As we continue to grow, we may not be able to successfully implement requisite improvements to these systems, controls and processes, such as system access and change. Our failure to improve our systems and processes, or their failure to operate in the intended manner, whether as a result of the growth of our business or otherwise, may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. Moreover, the failure of our systems and processes could impact the effectiveness of our internal control over financial reporting and could undermine our ability to provide accurate, timely and reliable reports on our financial and operating results. In addition, our systems and processes may not prevent or detect all errors, omissions or fraud.

In connection with our compliance with the Sarbanes-Oxley Act, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses. If we are unable to remediate these material weaknesses or if we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to produce timely and accurate financial statements or comply with applicable laws and regulations, which may adversely affect our business and the market price of our Class A ordinary shares.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

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As previously disclosed, we have identified material weaknesses in our internal control over financial reporting in connection with our evaluation of the effectiveness of our internal control over financial reporting as required under the Sarbanes-Oxley Act. This work of documenting our processes, risks and controls has identified that we have material weaknesses in internal control over financial reporting in the following areas:

We have developed a remediation plan and are in the process of implementing the actions associated with the plan, which include the following:

There are aspects of our internal control over financial reporting that we have not yet assessed in accordance with the requirements of the Sarbanes-Oxley Act, including entity level controls and some areas of business process and IT controls. Therefore, there remains a possibility that further material weaknesses are identified as we complete the remainder of this exercise.

The material weaknesses will be considered remediated when these controls have been designed, implemented and operated for a sufficient period of time and our management has concluded, through testing, that these controls are effective. Although we intend to complete this remediation process as quickly as practicable, we cannot at this time estimate how long the remediation process will take or the costs that will be incurred, and our initiatives may not prove to be successful in remediating the material weaknesses.

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We cannot assure you that the actions we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses or restatements in our financial statements. Further, additional material weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. For a detailed description of the material weaknesses and our remediation efforts, see “Item 15. Controls and Procedures.”

As a foreign private issuer, we are permitted to, and do, follow certain home country corporate governance practices instead of otherwise applicable requirements, and we are not subject to certain U.S. securities laws including, but not limited to, U.S. proxy rules and the filing of certain Exchange Act reports.

We are a “foreign private issuer” as defined in the SEC rules and regulations. As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that we disclose any requirements we are not following and describe the home country practices we are following. We intend to rely on this “foreign private issuer exemption” with respect to the Nasdaq rules for shareholder meeting quorums, shareholder approval requirements for certain equity issuances and the independence requirements with respect to the nomination committee and selection of director nominees. We may in the future elect to follow home country practices with regard to other matters. As a result, our corporate governance practices may differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq, and as such our shareholders will not have the exact same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

In addition, as a foreign private issuer, we are not subject to all of the disclosure requirements applicable to companies organized within the United States. For example, we are exempt from the rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related to the furnishing and content of proxy statements, including the applicable compensation disclosure requirements. In addition, we are not required under the Exchange Act to file reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are exempt from filing quarterly reports with the SEC under the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information, although we have voluntarily adopted a corporate disclosure policy substantially similar to Regulation FD. These exemptions and leniencies reduce the frequency and scope of information and protections for which you may otherwise have been eligible in relation to a U.S. domestic issuer.

In June 2025, the SEC published a concept release inviting public comment on potential amendments to the definition of “foreign private issuer.” The release highlights six possible approaches to amending the foreign private issuer definition, including updating the existing eligibility requirements, adding a foreign trading volume requirement, adding a major foreign exchange listing requirement, requiring that each foreign private issuer be incorporated in a jurisdiction that the SEC determines to have a robust regulatory and oversight framework, developing robust mutual recognition systems and adding an international cooperation arrangement requirement. To the extent the SEC adopts rules amending the definition of “foreign private issuer,” we may no longer qualify as a foreign private issuer.

If we no longer qualify as a foreign private issuer, we would be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers, including the U.S. federal proxy requirements, which are more detailed and extensive than the requirements applicable to foreign private issuers. The regulatory and compliance costs to us under the U.S. securities laws as a U.S. domestic issuer would likely be materially higher. We also would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules, which may require us to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs.

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Risks Related to Ownership of Our Class A Ordinary Shares

The dual class structure of our ordinary shares has the effect of enhancing the voting control of the holders of our Class B ordinary shares, limiting the ability of holders of our Class A ordinary shares to influence the outcome of important transactions.

Our Class B ordinary shares have nine votes per share, and our Class A ordinary shares have one vote per share. Our Class B ordinary shares are non-tradable and non-transferable. As of May 31, 2026, our outstanding Class B ordinary shares represented approximately 58.02% of the voting power of our outstanding share capital after giving effect to the applicable voting right caps on the voting power of our Class B ordinary shares, as described in “Item 10.B. Additional Information—Memorandum and Articles of Association—Voting, Shareholder Meetings and Resolutions.” As a result, the holders of our Class B ordinary shares, which includes Kristo Käärmann, our co-founder, Chief Executive Officer and a member of our board of directors, exercise considerable influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or our assets, even if their shareholdings represent less than 50% of our outstanding share capital. This enhancement of voting control limits the ability of other shareholders to influence corporate matters and may cause us to make strategic decisions that could involve risks to holders of our Class A ordinary shares or that may not be aligned with the interests of holders of our Class A ordinary shares. This control may adversely affect the market price of our Class A ordinary shares.

The market price of our Class A ordinary shares may be volatile, and the value of our Class A ordinary shares may decline.

The market price of our Class A ordinary shares may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including:

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Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of our Class A ordinary shares. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

Our Class A ordinary shares are listed on more than one stock exchange, and this may result in price variations between the exchanges.

Our Class A ordinary shares are listed for trading on Nasdaq under the symbol “WSE” and on the LSE under the symbol “WISE.” Our Class A ordinary shares trade dollars on Nasdaq and in British pounds sterling on the LSE. The two exchanges have different trading hours, and differences in trading schedules, as well as volatility in the exchange rate between the U.S. dollar and British pound sterling, among other factors, may result in different trading prices for our Class A ordinary shares on the two exchanges. Any decrease in the price of our Class A ordinary shares on one exchange could cause a decrease in the trading price of our Class A ordinary shares on the other exchange.

Future substantial sales of our Class A ordinary shares in the public market could cause the market price of our Class A ordinary shares to decline.

Sales of a substantial number of our Class A ordinary shares in the public market, or the perception that these sales might occur, could depress the market price of our Class A ordinary shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A ordinary shares.

In addition, we intend to register all of the Class A ordinary shares issuable upon exercise of outstanding options, the vesting and settlement of outstanding restricted stock units and other equity incentives we may grant in the future, for public resale under the Securities Act. The Class A ordinary shares will become eligible for sale in the public market to the extent such options are exercised or restricted stock units are vested and settled.

We may also issue Class A ordinary shares or securities convertible into Class A ordinary shares from time to time in connection with financings, acquisitions, investments or otherwise. Any such issuance could result in substantial dilution to our existing shareholders and cause the market price of our Class A ordinary shares to decline.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the market price of our Class A ordinary shares.

We have never declared or paid any cash dividends on our share capital, and we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Our ability to pay dividends may be restricted by agreements that we are or become a party to, and accordingly, you may need to rely on sales of our Class A ordinary shares after market price appreciation, which we cannot guarantee, to realize future gains on your investment.

Risks Related to Our Incorporation under the Laws of Jersey

As the rights of shareholders under Jersey law differ from those under U.S. law, you may have fewer protections as a shareholder.

Wise plc is incorporated in Jersey. The rights of holders of Class A ordinary shares are governed by Jersey law, including the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”), and by our articles of association (the “Articles”). These rights differ in certain respects from the rights of shareholders in typical U.S.

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corporations. See “Item 10.B. Additional Information—Memorandum and Articles of Association—Comparison of Delaware Corporate Law and Jersey Corporate Law” in this Annual Report for a description of the principal differences between the provisions of the Jersey Companies Law applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and protections.

The rights of shareholders to take legal action against our directors, actions by minority shareholders (such as derivative claims or applications for relief on the grounds of unfairly prejudicial conduct), and the fiduciary responsibilities of directors under Jersey law are governed by the Jersey Companies Law and the customary law of Jersey. The customary law of Jersey in the field of company law is derived in significant part from English common law, and judicial decisions from the senior courts of England and Wales are of high persuasive authority in the Jersey courts.

The rights of our shareholders and the fiduciary responsibilities of our directors under Jersey law are primarily codified in the Jersey Companies Law, but they are not as comprehensively established by statute or judicial precedent as they would be in some jurisdictions in the United States. The duties and liabilities of directors of a Jersey company are governed by a combination of statute and customary law. Notably, the Jersey Companies Law expressly sets out certain key directors’ duties in statute. For instance, Article 74 codifies the directors’ fundamental duty to act honestly and in good faith with a view to the best interests of the company. Article 75 codifies the duty to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. These statutory duties supplement, rather than replace, the broader duties developed at customary law.

In particular, Jersey has a less exhaustive body of securities laws as compared to the United States, and some U.S. states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law.

Furthermore, there is no statutory mechanism or treaty in Jersey for the automatic recognition or enforcement of judgments obtained in the United States. However, the Royal Court of Jersey will, subject to certain established principles, recognize and enforce a final, conclusive, and monetary judgment of a foreign court of competent jurisdiction (such as a U.S. Federal or State court) without retrial on the merits. This enforcement is achieved by way of a fresh action at customary law based on the judgment debt, provided the judgment is not for a penalty, tax, or fine, and was not obtained in a manner contrary to Jersey principles of natural justice or public policy.

As a result of all of the above, holders of our Class A ordinary shares may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors, or major shareholders than they would as shareholders of a U.S. company. In addition, there can be no assurance that Jersey law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the United States, which could adversely affect the rights of investors.

Our Articles contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

Our Articles contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. For example, our Articles authorize our board of directors to issue, grant options over, grant rights to subscribe for or convert any security into or otherwise deal with or dispose of any unissued shares in our company (save for Class B ordinary shares, as defined in the Articles) without any vote or action by our shareholders. In addition, our board of directors can, for example, authorize and issue preferred shares with voting or conversion rights that could adversely affect the voting or other rights of holders of our ordinary shares in accordance with a shareholder rights plan which the board of directors may adopt if we cease to be subject to the U.K. City Code on Takeovers and Mergers. These rights may have the effect of delaying, discouraging, or preventing a takeover attempt of our company, even if a takeover attempt might be beneficial to our shareholders.

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These provisions could also limit the price that investors might be willing to pay in the future for our Class A ordinary shares and therefore depress the trading price. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the incumbent members of our board of directors or taking other corporate actions, including effecting changes in our management, and may inhibit the ability of an acquiror to effect an unsolicited takeover attempt. Shareholders may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the jurisdictions in which we are incorporated or in which we operate based on U.S. or other foreign laws against us or our management.

U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us, our executive officers or our board of directors.

We are a Jersey incorporated company, and substantially all of our assets and operations are located outside of the United States. In addition, six of our directors and executive officers reside outside the United States, and the substantial majority of their assets are located outside of the United States. As a result, it may be difficult to effect service of process within the United States or elsewhere upon these persons.

Investors may also have difficulties obtaining a favorable judicial forum for claims against us, our executive officers or our directors. Our Articles provide that, unless we consent to an alternative forum, the Courts of Jersey shall be the sole and exclusive forum for derivative lawsuits brought on behalf of the Company; claims for breach of fiduciary duty by our directors, officers, or other employees; and claims relating to our Articles or the governance and conduct of the Company, except where those claims involve a breach of U.S. federal or state law.

In addition, unless we consent, our Articles provide that U.S. federal district courts shall be the sole and exclusive forum for claims arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. While the Supreme Court of the State of Delaware has upheld the validity of federal forum provisions similar to ours under Delaware law, there is uncertainty as to whether a court in another state or jurisdiction would enforce this forum selection provision.

Further, pursuant to applicable law and our Articles, actions by our shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in U.S. federal courts.

These provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, shareholders, officers, or others, or may increase the cost of doing so, both of which may discourage lawsuits with respect to such claims. In the event a court finds the forum selection provisions contained in our Articles to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.

It may also be difficult to enforce judgments in the jurisdictions in which we operate or in Jersey courts against us and our executive officers and directors. It may be difficult or impossible to bring an action against us in Jersey if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the Royal Court of Jersey or courts in jurisdictions in which we operate would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state, and it is uncertain whether such Jersey courts or courts in jurisdictions in which we operate would hear original actions brought in Jersey or jurisdictions in which we operate against us or such persons predicated upon the securities laws of the United States or any state.

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The United States and Jersey do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards rendered pursuant to the “Convention on the settlement of investment disputes between States and nationals of other States,” which was opened for signature in Washington, D.C. in March 1965, in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S. securities laws, may not be enforceable in Jersey.

General Risks

Any future litigation against us could be costly and time-consuming to defend.

We are, and may in the future become, subject to legal proceedings and claims that arise in the ordinary course of business, such as (but not limited to) contractual disputes with partners, vendors or suppliers, customer disputes in connection with the provision of our products and services, securities and class action litigation, litigation arising from a data security incident, antitrust litigation, intellectual property claims, including trademark or patent litigation, and employment disputes involving current or former employees. Litigation might result in potential liabilities, which might seriously harm our business, including its financial condition and operating results, and its reputation and goodwill. Litigation might also result in substantial costs and may divert management’s attention and resources. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial condition and operating results.

Natural disasters, catastrophic events, public health crises or other similar events may have serious adverse consequences on our business, financial condition and operating results.

A catastrophic event could have a material adverse impact on our business, operating results and financial condition. Our facilities can be negatively impacted by damage or interruption from human error, intentional bad acts, health pandemics, earthquakes, hurricanes, floods, fires, geopolitical conflicts and wars, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. The occurrence of any of the foregoing events could damage our systems and hardware or could cause them to fail completely, resulting in lengthy interruptions in provision of our products and services. Our insurance may not cover such events or may be insufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business, that may result from interruptions in the provision of our products and services to customers as a result of system failures.

Further, a natural disaster, catastrophic event or public health crisis could cause us or our customers to suspend all or a portion of their operations for a significant period of time, resulting in a permanent loss of resources, or requiring the relocation of personnel and material to alternate facilities that may not be available or adequate. Such an event could also cause an indirect economic impact on our customers, which could impact our customers’ purchasing decisions and reduce demand for our products and services.

All of the aforementioned risks may be exacerbated if our disaster recovery plans prove to be inadequate. To the extent that any of the above results in delayed, reduced or cessation of revenue or increases our cost of products or services, our business, financial condition and operating results could be adversely affected.

If securities or industry analysts publish unfavorable or inaccurate research about our business, the market price of our Class A ordinary shares and trading volume could decline.

The market price and trading volume of our Class A ordinary shares is heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us following our listing in the United States, or if industry analysts cease coverage of us, our share price would be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our Class A ordinary shares, or publish negative reports about our business, our share price would likely decline.

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If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A ordinary shares could decrease, which might cause the market price of our Class A ordinary shares to decline and could decrease the trading volume of our Class A ordinary shares.

Our insurance coverage will not fully protect us from all types of losses.

We have insurance with leading insurers to cover, among others, losses related to cyber-liability, physical loss or damage, operational risks and general third-party liability. The occurrence of losses or other damages not covered by insurance could result in unexpected additional costs. In particular, if we face losses or liabilities in connection with cybersecurity issues or data security breaches, we may not be covered by insurance to the full extent of damages that we face. In addition, our insurance premiums may increase, which could have an ongoing impact on our profitability, and it may be difficult to obtain sufficient coverage in the future which could expose us to significant liabilities in the event of losses caused by incidents which are not covered.

Item 4. Information on the Company

A. History and Development of the Company

General History and Development

Fifteen years ago, we set out with a simple but visionary goal that became the mission for Wise: money without borders. To do this, we have built an innovative infrastructure to power the world’s money, achieving many important milestones along the way.

In 2012, we opened our first office in London and raised $1.3 million in seed funding.

In 2015, we expanded to the United States and Australia.

In 2016, we launched our first business product offering. Also in 2016, a bank used our new API offering—which would later become Wise Platform—to leverage our infrastructure for its customers for the first time.

In 2017, we further expanded our Asia-Pacific operations, opening an office in Singapore. We also launched our Multi-Currency Account for individuals and businesses, which became our Wise Account and Wise Business product offerings, respectively.

In 2018, we joined Faster Payments in the United Kingdom as the first non-bank payment service provider to be a directly connected settling participant. We also hired our 1,000th employee in 2018.

Between 2018 and 2019, we launched the Wise Card in the United Kingdom, European Union, United States, Australia, New Zealand and Singapore.

In 2019, we opened our Brussels office, marking our tenth key office location.

In 2020, we were granted an FCA license to offer regulated investment activities in the United Kingdom.

In 2021, we rebranded from TransferWise to Wise and completed the listing of our Class A ordinary shares on the London Stock Exchange. We also launched our “Stocks” feature for our customers to invest their money in an index tracking fund as part of our “Wise Assets” offering.

In 2022, we expanded into Brazil and Malaysia.

In 2023, we hired our 5,000th employee and launched our “Interest” feature in the United Kingdom, Singapore and a number of European countries.

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In 2025, we opened our office in Hyderabad.

In 2026, we completed our Dual Listing, transferring our primary listing to Nasdaq.

Corporate Information

The legal and commercial name of our company is currently Wise Group plc. Wise Group plc was originally incorporated in June 2025 as a public limited company under the laws of Jersey registered number 160362.

In connection with the completion of our listing on Nasdaq on May 11, 2026, Wise Group plc became the ultimate parent company of Wise Limited (previously named Wise plc) and its consolidated subsidiaries on May 8, 2026 by means of a Scheme of Arrangement pursuant to Part 26 of the U.K. Companies Act 2006. Wise Group plc is Jersey incorporated and is intended to be solely a U.K. tax resident. See “Item 4.C. Information on the Company—Organizational Structure” for more information.

Our principal executive office is located at 1st Floor Worship Square, 65 Clifton Street, London EC2A 4JE, United Kingdom. Our agent for service of process in the United States is BizFilings, located at 525 Junction Road, Suite 5000, Madison, Wisconsin 53717 and the telephone number is (800) 981-7183.

See “Item 5. Operating and Financial Review and Prospects” for a description of our capital expenditures and divestitures.

There has been no public takeover offer as of the date of this Annual Report by third parties in respect of our shares.

Where You Can Find More Information

The SEC maintains an internet website that contains reports and other information about issuers that file electronically with the SEC. The address of that website is www.sec.gov.

Our website address is www.wise.com. We may use our website as a means of disclosing information about the Company. Information contained on or that can be accessed through our website is not incorporated by reference into this Annual Report, and you should not consider information on our website to be part of this Annual Report.

B. Business Overview

Our Business

Fifteen years ago, we set out with a simple but visionary goal that became the mission for Wise: money without borders. It should not be more expensive or less convenient to use your money in another country. People and businesses should always know what each transaction actually costs.

Guided by this mission, we started with the goal of fixing overseas transfers and went on to build an account for a truly borderless experience for people and businesses using their money. An increasing number of banks and online platforms now offer our products to their customers via Wise Platform.

To power this borderless experience, we have built an innovative infrastructure for the world’s money—one that makes payments instant (in under 20 seconds), convenient, low-cost and transparent. In the year ended March 31, 2026, this infrastructure powered payments across more than 40 currencies, moved $243.5 billion across borders for 18.9 million people and businesses, and saved them approximately $3.3 billion along the way, based on our estimates of per transaction savings calculated by reference to publicly available foreign exchange rates and fees of alternative banks and payment providers.

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As of March 31, 2026, our customers’ holdings across their cash and Wise Assets balances equaled $39 billion, reflecting the trust we have built with our customers. This included $9.0 billion held with Wise Assets (i.e. assets under custody), an account feature that helps our customers earn a return on their money while ensuring it remains conveniently accessible.

We are just getting started.

We market our services through three product offerings: Wise Account for personal customers, Wise Business for small and medium-sized businesses, and Wise Platform for banks, financial institutions and enterprises. We offer a range of services across all of our three product offerings. For example, both Wise Account and Wise Business customers utilize cross-border transaction services when they send money internationally or convert currencies.

Wise Account is our solution for individual customers to send, spend, hold and get paid in one or more currencies. One of the features of Wise Account is Wise Assets, an investment feature that allows eligible customers to elect to earn a return on their holdings by investing in certain assets, such as money market funds. Wise Business offers the main features of our Wise Account product offering along with business-specific functionalities designed to enable businesses to operate internationally, including managing their accounting and accounts payable and receivables. With Wise Platform, banks, financial institutions and enterprises can integrate into our global payment infrastructure, allowing these institutional partners to send and receive payments on behalf of their customers or embed our services into their platform.

We estimate that the market for cross-border transactions adds up to $43 trillion worth of cross-border payments every year, and continues to grow. People work, spend and invest internationally. The smallest businesses now have the tools to hire, sell and grow anywhere in the world from day one. We believe that as our customers’ lives become more digital, their financial relationships will become even more global. We estimate that by 2029, cross-border payments may reach $55 trillion per year. In other words, the $243.5 billion we moved across borders in the year ended March 31, 2026 is only a fraction of our total addressable market.

Our Infrastructure

In theory, the tools for “modern” global money movement have existed for decades. A lack of competition, however, led to underinvestment in technology and infrastructure, resulting in an inefficient legacy system that costs people and businesses billions of dollars in inflated fees for cross-border transactions. These inflated fees are usually hidden in marked-up exchange rates. In many cases, it could also take days for these payments to travel from one country to another through a complicated series of intermediaries.

All of this is why we decided to build a new global payments network that directly connects local banks and payment systems at both ends of the transaction, bypassing the traditional correspondent networks used by banks, and that eliminates costly intermediaries and outdated processes.

This network is powered by our low-cost, high-quality infrastructure. Building this infrastructure for the world’s money takes both a fundamental rethinking of the “how” and a dedicated focus on developing the key elements that power it: (1) a global portfolio of licenses enabling us to offer our products to customers locally; (2) an impressive and expanding global network of direct connections and integrations to domestic payment networks as well as connections with local bank and payment partners; (3) technology, developed internally from the ground up, enabling all those domestic connections and integrations to function at scale; and (4) global operations and support. We believe these elements together have enabled us to scale efficiently, deliver exceptional customer experiences and capture a growing share of the $43 trillion annual market opportunity for cross-border payments.

In most jurisdictions, our licenses and approvals allow us to offer our products without the need for agreements with local financial institutions. In a few jurisdictions, we enter into such agreements for certain transactions or activities.

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These providers operate under our instructions, applicable regulatory requirements and payment scheme rules, being the set of rules and procedures for the provision of payment services in that jurisdiction. These providers include:

Across these arrangements, we remain responsible for customer due diligence, onboarding, financial crime checks, customer support, sanctions screening and other aspects of the transaction. Where we have direct connections to the relevant domestic payment systems, we typically complete the execution of the transaction directly and do not rely on third-party providers such as payment processing partners.

The examples below illustrate (i) a cross-border transaction where we are directly connected to the relevant domestic payment systems and do not rely on a third party to receive or disburse funds, which represents over half of all transactions processed during the year ended March 31, 2026; and (ii) a cross-border transaction where we use third-party providers to receive and disburse funds because we are not directly connected to the relevant domestic payment systems.

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Regulatory Licenses

Our products are supported by our ever-growing global licensing footprint. We frequently work with regulators in countries around the world to obtain the licenses and approvals needed to operate and provide the products and features that our customers want. Securing new licenses also allows us to offer new products and features, further fueling our rapid global expansion. As of March 31, 2026, we held over 80 regulatory licenses globally, enabling us to offer customers the ability to hold money in 40 currencies and use the Wise Multi-Currency Card (the “Wise Card”) to make payments online and in stores in over 40 currencies across 160 countries and territories, and withdraw money from three million ATMs worldwide.

Domestic Payment Systems

We continue to integrate with domestic payment systems around the world, which are becoming increasingly instant, cheap and reliable. Participating in these domestic payment systems is a key element of our infrastructure because they can help us further speed up payments and reduce costs. Instead of routing a cross-border payment through multiple correspondent banks across various countries with each charging their own fee, which is typical in the traditional correspondent banking system, these connections give us end-to-end control of the payment network. This speed is driven in part by routing over half of all transactions in the period through our connections to domestic payment systems. Beyond these payment system integrations, our network is further amplified by connections with local banks and payment providers around the world.

Technology

We have spent the past 15 years building and refining our purpose-built technology, enabling us to scale rapidly while delivering the experience and convenience our customers expect. Our website, mobile applications and third-party integrations are all built on a single global technology stack, enabling us to provide a streamlined experience to our customers and the customers of our Wise Platform partners around the world. Our single stack technology also means we can offer a global product while adding local customizations to provide bespoke features, such as spending money like a local with QR code payments and getting paid with local account details, such as U.S. routing and account numbers and Euro IBANs. Finally, our single technology stack gives us a meaningful advantage through the ability to efficiently leverage data from our global customer base to iterate our machine-learning models, thereby strengthening our ability to detect and prevent financial crime and improving our single, 24/7 global treasury system to manage liquidity more efficiently worldwide.

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As of March 31, 2026, over 1,000 engineers across four continents work to evolve and deploy our technology, which processes over 4.7 million transactions a day, including weekends.

We have heavily invested in technology to strengthen our operations. Our machine learning models are trained on data points and patterns observed across millions of customer profiles and their transactions, enabling us to generate real-time alerts to support our global teams. These tools give us a scalable, cost effective way to help detect and mitigate risks promptly. For example, we have launched large language model copilots across our teams, including Financial Crime and Customer Support teams, to help agents improve their investigative precision and efficiency, and we continue to invest in this evolving area.

Operations

We believe the best customer service is when our products deliver an experience that means customers do not need our help; but when they do, we want to make it easy, seamless and instant. To provide this level of service and to scale our operations at pace with our growth, we have made deliberate investments over the last several years, including in artificial intelligence and developing sophisticated machine-learning models to drive efficiencies, along with our servicing workforce comprising in-house specialists and outsourced agents.

Our Product Offerings

Our unique and powerful infrastructure powers our three product offerings: Wise Account, Wise Business and Wise Platform.

Wise Account

Wise Account is our solution for people with cross-border financial needs. Wise Account is increasingly popular with customers who want to send, spend, hold and get paid faster and with transparency and convenience. Key features of Wise Account include:

During the year ended March 31, 2026, Wise Account served over 18.0 million active customers around the world, defined as the number of unique customers who have completed at least one cross-currency transaction during the period.

Wise Business

Wise Business is the one account that businesses need to grow and operate internationally. Launched in 2017 with a focus on micro businesses and sole traders, Wise Business has been developed to deliver the benefits of our infrastructure to small and medium businesses (SMBs), entrepreneurs and freelancers across 79 countries.

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Wise Business offers the main features of our Wise Account product offering along with business-specific functionalities designed to enable business customers to operate internationally. Key features of Wise Business include:

During the year ended March 31, 2026, Wise Business served approximately 850,000 active customers.

Wise Platform

Wise Platform makes it faster and easier for banks, financial institutions and enterprises around the world to provide their customers with the fast, cost-effective and reliable international financial services that people and businesses increasingly expect.

By integrating with Wise, these banks, financial institutions and enterprises, which we refer to as our Wise Platform partners, can leverage the benefits of our infrastructure without rebuilding their own legacy systems, which often include manual operations, outdated technology, higher fees, lack of transparency and a poor customer experience leading to customer churn.

According to data from Swift, nearly two-thirds of people and SMBs would not use their current provider again if they were charged hidden fees or had a failed payment. Through the growth of Wise Account and Wise Business, we have seen that customers are increasingly seeking alternatives to their current providers. Wise Platform offers our Wise Platform partners an opportunity to retain existing and attract new customers.

Key features of Wise Platform include:

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Wise Platform is already trusted by some of the world’s largest banks, including Itaú, Mandiri, Nubank and Monzo, to offer their customers the speed, ease, reliability and cost savings of Wise. The services that we deliver through Wise Platform do not yet generate a material percentage (i.e., currently generates less than 10%) of the Group’s overall transaction revenue.

Wise Platform also benefits from powerful network effects for our customers. As more banks and financial institutions integrate with Wise Platform and move their volume through our network, these network effects drive greater economies of scale, expanding our capacity to reinvest efficiency gains into our infrastructure, products, features and pricing, with the aim of driving further volume and delivering better outcomes for everyone on the Wise network.

Our Competitive Advantages

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Our Growth Strategy

We believe that whoever builds the best low-cost, high-quality infrastructure will move the world’s money. Our growth to date is a testament to our focus on building this infrastructure and its four elements—our licenses, participation in domestic payment systems, proprietary technology and global operations. We believe our pricing strategy, delivered through industry-leading services powered by an increasingly differentiated global payments network, positions us to capture an increasing share of the cross-border market.

Products customers love. This combination of our investments in building a high speed, resilient and scalable infrastructure with our tireless focus on developing products that address our customers’ needs and the challenges they encounter means that we have built a compelling customer proposition. This proposition drives customer growth in two ways.

First, expanding our feature sets and product suite increases our addressable market. For instance, with the launch of Wise Account, we expanded our consumer audience from people who needed to send money across borders to those that wanted to send, spend or receive money too. In addition, as we build these features, existing customers move more of their financial activities to Wise too.

Second, the continual improvements we drive across our products and experience—including those in speed, price and convenience—also leads to existing customers moving more of their financial activities to Wise. Since being founded, our improvements in price have positively impacted growth, allowing us to capture more of the $43 trillion market with our existing products.

Adoption of Wise Account, our global solution for people with cross-border financial needs, continues to provide a strong runway of growth. The core features, such as local account details and holding balances in multiple currencies, as well as the Wise Card, are growing our non-cross border revenue and our cross-border revenue (from customers converting currency balances, spending cross-border on their Wise Card or sending money cross-border) and making Wise essential to our customers’ international lives.

It is our aim that Wise Business becomes the primary account for businesses operating internationally – whether that’s to pay, get paid, earn a return or manage their accounting and accounts payable and receivables. We are also expanding our focus beyond SMBs to serve larger businesses. We expect that new features, combined with our strategic focus on business customers, will solve even more financial needs for our business customers, further fueling our growth.

With Wise Platform, our infrastructure has the potential to transform the cross-border payments industry, including for our emerging customer category of the banks themselves. Major fast-moving challenger banks, financial institutions and enterprises have already built their international payments products and features on Wise Platform. Traditional banks, which are subject to longer procurement and development cycles, are beginning to follow suit. Wise Platform, while not yet a material percentage (i.e., currently generates less than 10%) of the Group’s overall transaction revenue, has grown in recent years and we expect it to be a major driver of long-term growth. These partnerships typically start with a subset of customers and currencies, then expand to additional currencies and broader customer sectors over time. We are already seeing this progression, and our long-term aim is for Wise Platform to account for more than 50% of Wise’s cross-border volume.

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The growth of Wise Platform remains a long-term initiative; we aim to secure and onboard larger traditional financial institutions that typically have longer procurement and implementation cycles and to bring their significant transaction volumes onto the Wise network. We believe this is achievable over the long term for the following reasons:

We also continue to grow the number of regions we serve, allowing us to reach even more customers globally. We see significant opportunities across multiple geographies and customer segments that we believe we are well-positioned to capture.

Greater flows within the Wise network. The growth in our customers in turn drives greater flows into and within the Wise network. As these flows increase over time, we realize more economies of scale and network effects.

This continued scaling has led to improved efficiency and allowed us to reinvest incremental gains into our infrastructure, product development, brand awareness and pricing with the aim of driving further customer growth, leading to volume growth and increased profitability, part of which funds further investment. As we grow, we expect this cycle to continue to accelerate our progress and growth, making it still harder for competitors to match our scale, efficiency and speed.

Targeted marketing investments to increase awareness of the Wise brand. With continued investment in intuitive features for our customers, combined with low cost, fast payments, the quality of our account speaks for itself. We consistently see around two-thirds of new customers join us through word-of-mouth from existing customers. Existing customers’ recommendations, together with their moving more of their financial activities to Wise, demonstrates the strength and trustworthiness of the Wise brand. To reach more potential customers we continue to invest across multiple marketing channels across key markets to drive incremental adoption and engagement, and increase brand awareness of Wise. Investing in enhancing the awareness of our brand helps us meet our long-term growth goals amidst a growing and increasingly competitive digital-first cross-border market.

Profitable business providing significant capacity to reinvest for growth and handle trillions. This dynamic of increased efficiency and targeted reinvestment, combined with our financial discipline, has enabled us to strengthen our position and be profitable. We believe our financial discipline and strength will continue to enable our long-term, customer-centric investments into price, product and infrastructure, positioning us to handle trillions and become “the network” for the world’s money.

Our Culture and Employees

Our employees are the driving force behind our success. As of March 31, 2026, we employ over 8,000 people, from 130 nationalities, working in 11 key locations around the world. As a global team solving a global problem, we’re constantly innovating to deliver the best for our customers. This enables us to continue building products, improve our infrastructure, support our core functions and help attract and serve even more customers.

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Our customer-focused culture is fueled by our mission and underpinned by four core values:

These values shape how we communicate and engage with customers and each other. They define what we expect from each other so we can achieve our mission together. Every employee shares in the responsibility of making Wise a success and each of them has the opportunity to participate in our equity and various incentive plans as a way to share the value in our growth, as more fully described elsewhere in this Annual Report.

Employees are empowered to solve the most urgent and relevant problems they see for our customers and get things done. Regular feedback is fundamental to our ways of working as a company. During our quarterly planning, teams from across the organization share insights on how we can improve the experience for our customers, from those who are closest to them. This feedback helps us iterate and improve for both customers and employees alike. We take on board what customers are asking for, which shapes our priorities and helps focus our work going forward.

Competition

We operate in a large, dynamic and fragmented market underpinned by rapidly evolving customer expectations and regulatory standards. The primary competitors for our products fall into the following distinct categories:

We believe that Wise and our products are well positioned to capture an increasing share of the market opportunity within this dynamic market. See the section titled “Item 3.D. Key Information—Risk Factors—We may be unable to compete successfully against existing and future competitors that employ a variety of existing business models and technologies or new innovations.”

Intellectual Property

Intellectual property and proprietary rights are important to the success of our business. We utilize a combination of copyright, trademark and trade secret laws in multiple jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements and other contractual protections, to help us establish, maintain and protect our intellectual property and proprietary rights. This includes our proprietary technology, software, know-how and brand.

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As of March 31, 2026, we had 22 U.S. registered trademarks, 425 foreign registered trademarks and 55 foreign pending trademark applications, covering “Wise,” “Wise Business,” “TransferWise,” “Money Without Borders,” and some other brands.

We monitor our trademarks and service marks through watch services, which notify us when applications for potentially conflicting marks have been filed in the United States and in other jurisdictions. Where appropriate, we take action and enforce our trademarks, service marks, trade names and domain names against infringing third-party trademarks, trade names and domain names. This action includes sending cease and desist letters, filing complaints and commencing administrative and other legal proceedings in the United States and other jurisdictions.

We control access to and the use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. We generally require employees, consultants and other third parties to enter into confidentiality and proprietary information and invention assignment agreements. We have systems in place designed to control and monitor access to our software, documentation, proprietary technology and other confidential information. Our policy is to require all employees and independent contractors to sign agreements assigning to us inventions, trade secrets, works of authorship, developments, processes and other intellectual property rights generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally enter into confidentiality agreements with our partners. See the section titled “Item 3.D. Key Information—Risk Factors—Risks Related to Our Intellectual Property” for a description of risks related to our intellectual property.

Government Regulation

With over 80 licenses globally, we are subject to numerous laws and regulations in the various jurisdictions in which we operate. Depending on the jurisdiction, we may require local licenses or a partnership with a local financial institution to operate. In certain jurisdictions in which our principal activities consist of paying funds to local recipients, we generally do not require a regulatory license.

We are regulated by many different authorities, which oversee, among other topics, licensing, consumer protection, financial crime prevention, corporate governance and capital requirements.

Maintaining the trust of our customers, regulators and partners is of paramount importance to us. We continuously assess our assurance and oversight at both the global and local level. Our compliance teams monitor applicable regulatory requirements for compliance purposes across the markets in which we operate. Wise actively participates in government advisory groups and is helping to shape the future regulation of our industry. We have engaged with our regulators and relevant policymakers around the world and will continue this engagement in relation to upcoming changes to the regulatory landscape.

The laws and regulations to which we are subject are rapidly evolving and increasing in scope. As a result, we monitor regulatory changes closely and we expect to continue to invest significant resources in our legal, compliance, product, and engineering teams to ensure our business practices comply with, and plan and prepare for, current and future regulations. Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, monetary penalties, and constraints on our ability to continue to operate.

The following are summaries of the regulatory regimes in the most significant jurisdictions in which we operate, namely, the United Kingdom, Europe (Belgium and the EEA), the United States and Australia.

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United States

Our regulated entities in the United States are Wise US Inc. (“Wise US”) and Wise US Assets Inc. (“Wise US Assets”). Wise US is registered as a Money Services Business (“MSB”) and Prepaid Access Provider with the Financial Crimes Enforcement Network (“FinCEN”) and is licensed to operate as a money transmitter in 48 states, the District of Columbia and Puerto Rico. These licenses and registrations subject Wise US to, among other things, record-keeping requirements, reporting requirements, bonding requirements, limitations on the investment of customer funds, and examination by state and federal regulatory agencies.

Wise US Assets is a registered broker-dealer with the SEC, a member of the Financial Industry Regulatory Authority (“FINRA”) and certain U.S. state authorities. As such, Wise US Assets is subject to SEC, FINRA and certain state laws and regulations covering, without limitation, how it markets its services, handles customer assets, keeps records, and reports to the SEC and FINRA.

Wise National Trust (pending)

On June 16, 2025, we submitted to the OCC an application to form Wise National Trust (“WNT”) as a nondepository national trust bank to enhance our global payment infrastructure. WNT would operate as a federally regulated trust institution, subject to ongoing supervision and examination by the OCC. If approved, WNT is expected to provide to customers payments processing and fiduciary services, in accordance with applicable fiduciary, capital, risk management, and operational standards prescribed by the OCC for national trust banks and, where applicable, the Federal Reserve. We believe that WNT would expand Wise’s fiduciary capabilities to the benefit of customers. For example, WNT would be able to invest customer funds held in their accounts pursuant to a trust agreement. Additionally, WNT would enable Wise to provide to customers a custodial account structure designed to qualify for pass-through protection, allowing customer funds to be insured by the Federal Deposit Insurance Corporation (“FDIC”). WNT would achieve this by acting as a fiduciary custodian, placing customer funds with third-party U.S. insured depository institutions in designated pass-through accounts. WNT would implement protocols designed to maintain internal recordkeeping as necessary to identify each beneficial owner’s individual interest and to establish pass-through FDIC insurance coverage for each customer.

Further, WNT would be able to provide fiduciary services to our subsidiary in the United States, Wise US, including acting as a custodian for money transfers by our customers in the United States that are in transit. Wise US would expect to maintain custodial accounts at WNT and provide direction on the investment of those funds, with WNT serving as custodian for associated bank accounts and investment assets.

We also believe direct supervision by the OCC would evidence a higher level of federal oversight and regulatory maturity commensurate with Wise’s current stage of growth and operations. If the trust application is approved, we will have an 18-month period from the date of approval to operationalize WNT, per OCC rules and procedures.

In addition, if the Federal Reserve Master Account were granted, WNT would integrate directly into the Federal Reserve’s payment systems, including FedNow. Such access is designed to enable faster settlement times, increase control over the payment process and reduce or eliminate reliance on third-party banks.

WNT will seek to obtain a master account with the Federal Reserve Bank of Dallas (“Federal Reserve Master Account”). A Federal Reserve Master Account would allow WNT to establish a direct connection to the Federal Reserve’s payment systems to clear and settle U.S. dollar payments. While conditional approval from the OCC to form WNT as a nondepository national trust bank is pending, approval of WNT by the OCC would not assure that any application for a Federal Reserve Master Account would be approved. Master account requests are evaluated under the Federal Reserve’s three-tiered review framework. As a nondepository national trust bank supervised by the OCC, we believe WNT would be reviewed under the Federal Reserve’s Tier 3 framework.

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Tier 3 institutions will generally receive the strictest level of review and may be subject to a regulatory framework that is substantially different from the regulatory framework that applies to federally insured institutions. An approval of a Federal Reserve Master Account for WNT, if granted, may be subject to conditions or limited in scope.

Key Regulatory Authorities

FinCEN

FinCEN is the U.S. federal regulatory authority established “to safeguard the financial system from illicit use, combat money laundering and promote national security.” MSBs are subject to FinCEN’s regulatory oversight and enforcement with respect to anti-money laundering (“AML”), terrorist-financing reporting, and record-keeping laws and regulations.

SEC

The SEC is an independent federal government agency and the primary regulator of the nation’s securities markets. Established by Congress, its three-part mission is to “protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.” The SEC achieves this by requiring public companies and other regulated entities to disclose essential financial and operational information. The SEC has broad oversight authority over all key market participants, including securities exchanges, broker-dealers, investment advisers, and mutual funds, as well as the industry’s self-regulatory organizations such as the FINRA.

FINRA

FINRA is a private, not-for-profit self-regulatory organization for member broker-dealers, authorized by Congress and supervised by the SEC. Its core mission is to protect investors and safeguard market integrity by regulating and supervising the conduct of virtually all broker-dealer firms and their registered representatives. FINRA operates by writing and enforcing rules, examining member firms for compliance with both FINRA rules and federal securities laws, administering qualification exams, and actively monitoring U.S. markets for fraud and manipulation, such as insider trading.

OFAC

The Office of Foreign Assets Control (“OFAC”) is responsible for enforcing the U.S. economic and trade sanctions against targeted foreign countries, terrorists, drug cartels, and others. OFAC maintains a list of individuals, businesses, non-profits, and government agencies called the Specially Designated Nationals and Blocked Persons List (“SDN list”). All businesses are required to check their customers against the OFAC list, and ensure that transactions are not otherwise in violation of OFAC sanctions regulations.

State Regulators

Most U.S. states require companies engaged in money transfer and stored value transactions for residents to be registered as money service businesses. To date, we have obtained money transmitter licenses in 48 U.S. states, the District of Columbia and Puerto Rico where such licenses are required, and are registered as an MSB and Prepaid Access Provider with FinCEN. Licensing requirements generally include minimum net worth requirements, provision of surety bonds, compliance with operational procedures, and the maintenance of reserves or “permissible investments” in an amount equivalent to outstanding payment obligations, as defined by our various regulators. The types of securities that are considered “permissible investments” vary across jurisdictions, but generally include cash and cash equivalents, U.S. government securities and other highly-rated debt instruments. Most states require us to file reports on a regular basis to verify our compliance with their requirements. Many states and other regulators also subject us to periodic examinations and require us to comply with AML and other laws and regulations similar to The Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001 (“BSA/PATRIOT Act”).

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While our state licenses and federal registration status subject us to regulations that govern material aspects of our business, such regulation is not equivalent to the type of prudential regulation and supervision that applies to regulated banks, such as under the Federal Deposit Insurance Act, National Bank Act, Bank Holding Company Act, and Federal Reserve Act, which include prudential supervision by regulators, minimum capital requirements, and specified prohibited activities.

Other Key Regulatory Considerations

Anti-Money Laundering, Anti-Corruption, and Sanctions

We are also subject to AML, anti-corruption, and economic and trade sanctions laws and regulations, such as the BSA/PATRIOT Act, that requires that we develop and implement risk-based AML programs, verify the identity of customer accounts, report suspicious activity, and maintain transaction records. In addition to the foregoing, we are required to designate a BSA/AML compliance officer, provide regular training to employees on money laundering prevention, and undergo an annual, independent audit to assess the effectiveness of our AML program. We have policies and procedures in place to address these requirements, including know-your-customer procedures and transaction monitoring designed to identify potentially suspicious persons and activity.

We have policies and procedures for screening OFAC sanctions lists and utilize our proprietary software to screen each customer and each transaction to identify potential OFAC matches. Country-based sanctions lists and the SDN List update every 24 hours and our software automatically cross-references the names of all correspondents, counterparties, and their owners against the updated lists.

Consumer Laws and Regulations

The CFPB and other federal, local, and state regulatory and law enforcement agencies regulate financial products and enforce consumer protection laws, including those applicable to credit, debit, payments and other similar services. These agencies have broad consumer protection mandates, and they promulgate, interpret, and enforce rules and regulations that affect our business. Wise US is subject to, among other things, the Electronic Funds Transfer Act (“EFTA”) and Regulation E, issued by CFPB as well as prohibitions on unfair, deceptive, or abusive acts or practices. The EFTA establishes the conditions for any transfer of funds initiated by electronic means to debit or credit an account held by a consumer in a financial institution. Regulation E provides additional detail with respect to the rights and remedies set forth in the EFTA as applied to consumer customers, including but not limited to disclosures, pricing guidelines, and error resolution procedures.

Communications

Laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), and similar state consumer protection and communication privacy laws, such as the California Invasion of Privacy Act.

Data Protection and Information Technology

We collect and use a wide variety of information for various purposes in our business. In the United States, the Gramm-Leach-Bliley Act (“GLBA”), as implemented in part by Regulation S-P, sets out the federal privacy and data protection framework to which we are subject. The GLBA: (1) restricts the collection, processing, storage, use, and disclosure of consumer personal information; (2) requires notice to be provided to individuals of our privacy practices; and (3) provides individuals with certain rights to prevent the use and disclosure of protected information.

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The GLBA also imposes requirements for the safeguarding of consumer personal information. Certain state laws also restrict the ability to collect and utilize certain types of information, such as Social Security or driver’s license numbers.

In addition to the GLBA, state lawmakers and regulatory authorities have increased their attention to the collection and use of consumer data. For example, an increasing number of states in the United States have enacted stringent privacy and data protection legislation and regulations, such as the California Consumer Privacy Act (the “CCPA”), which gives California residents the right to access and request deletion or modification of their personal data, opt out of the sale of personal data, and receive detailed information about how their personal data is processed, and provides a private right of action for certain data breaches involving the loss of personal data. The California Privacy Rights Act modified the CCPA by expanding consumers’ rights with respect to certain personal data and creating a new state agency to oversee implementation and enforcement efforts. Regulations promulgated under the CCPA also impose new obligations with respect to risk assessments and cybersecurity audits of information systems processing personal data. Certain state laws also restrict the ability to collect and utilize certain types of information, such as biometric information, Social Security or driver’s license numbers. As such, the Illinois Biometric Information Privacy Act (“BIPA”) and Texas’ Capture or Use of Biometric Identifier Act regulate the collection, use, safeguarding, and storage of biometric information and provide for substantial penalties and statutory damages, with BIPA also providing a privacy right of action for violations.

The United Kingdom

Our U.K. regulated entities are Wise Payments Limited (FRN 900507) (“WPL”) and Wise Assets UK Ltd (FRN 839689) (“Wise Assets UK”).

WPL is authorized by the FCA as an electronic money institution (“EMI”) to provide payment services and issue electronic money, the conduct of which is subject to the PSRs.

Wise Assets UK is authorized by the FCA to carry out various investment services (under Part IV of the Financial Services and Markets Act 2000 (as amended) (“FSMA”)) including dealing in units as principal in respect of retail clients (subject to such activity meeting the “matched principal exemption” conditions (as defined in the FCA’s Glossary). Wise Assets UK is classified as a non-Small and Non-Interconnected (“non-SNI”) firm under Rule 1.2.1R of the FCA’s Prudential sourcebook for MiFID Investment Firms (“MIFIDPRU”). Wise Assets UK holds permission from the FCA to classify the Class A Shares as Common Equity Tier 1 instruments on a consolidated basis.

In addition, we are in the process of evaluating whether to make an application to the Prudential Regulation Authority for a banking license in the United Kingdom.

Regulatory Authorities

The FCA

WPL and Wise Assets UK are each authorized and regulated by the FCA. Their being regulated under differing regulatory regimes means that the applicability of FCA rules and guidance, and the basis upon which regulatory supervision is exercised, is slightly different for each firm.

As an EMI, WPL is required to comply with the Payment Services Regulations 2017 (“PSRs”) and Electronic Money Regulations 2011 (“EMRs”), as well as the FCA’s Principles for Business. The FCA is the authority responsible for supervising an EMI’s compliance with the applicable conduct of business rules, authorization and registration requirements (which include initial and ongoing capital requirements and safeguarding requirements), and AML and counter-terrorist financing (“CTF”) obligations.

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Meanwhile, as an investment firm, the FCA imposes requirements on Wise Assets UK through a combination of its Principles for Businesses and more detailed provisions contained in the FCA Handbook.

The FCA has wide supervisory, monitoring and enforcement powers, requiring both regular and ad hoc reporting from firms.

The Payment Systems Regulator

The Payment Systems Regulator is the regulator and concurrent competition authority for payment systems and all participants in payment systems in the United Kingdom. The Payment Systems Regulator operates under the FCA but has separate duties and powers, including the ability to issue rules, written guidance and decisions.

WPL falls within the Payment Systems Regulator’s jurisdiction as a direct participant in the United Kingdom’s domestic payment system, the Bank of England’s Faster Payments Scheme. As a participant, WPL is required to deal with the Payment Systems Regulator in an open and cooperative way and must appropriately disclose to it anything relating to WPL’s business which could have a material adverse impact on its statutory objectives and duties.

Financial Ombudsman Service (“FOS”)

The FOS determines complaints by eligible complainants in relation to authorized financial services firms and certain other businesses in respect of activities and transactions under its jurisdiction. Complaints about payment services and electronic money can be within the jurisdiction of the FOS.

A large number of our U.K. customers fall within the definition of “eligible complainants” and therefore the FOS’s jurisdiction. The FOS determines complaints on the basis of what, in its opinion, is fair and reasonable in all the circumstances of the case and can authorize awards of up to £445,000 plus interest and costs (although a lower maximum award may be applicable, depending on the date a complaint is referred to the FOS and when the relevant act or omission occurred). The FOS may also make directions which direct the relevant business to take steps which the FOS considers just and appropriate.

Applicable Law

WPL and Wise Assets UK are subject to legal requirements and applicable regulatory rules and guidance with respect to prudential requirements, client money protection, conduct of business and AML and CTF (among other things). Further details on key legal obligations and rules that relate to our U.K. entities are set out below.

WPL – EMRs

WPL is authorized under the EMRs to issue electronic money (as defined in the EMRs) and provide both related and unrelated payment services.

The EMRs set out the authorization and conduct of business requirements for EMIs such as WPL, including rules covering pre-and-post contract information requirements, notice of variation of terms, the safeguarding of customers’ funds, redemption of funds, and termination rights. The payment services-related activities involved in the issuing of electronic money are governed by the PSRs.

As an authorized EMI, WPL must meet certain conditions. Such conditions include having:

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WPL is also under an initial and ongoing duty to meet certain minimum capital (“own funds”) requirements under the EMRs. Other initial and ongoing requirements include, among others:

WPL – PSRs

When WPL performs payment services, it is subject to the conduct requirements set out in the PSRs. Parts 6 and 7 of the PSRs set out the obligations relating to the conduct of business in providing payment services, which fall into two main categories:

The information requirements differ depending on whether the transaction concerned is carried out as part of an ongoing relationship under a “framework contract” (essentially where there is an ongoing relationship with a customer) or as a single payment transaction. There are also different requirements for payment instruments that are limited to low value transactions. However, in broad terms, the PSRs cover conduct of business requirements covering pre-and-post contract information requirements, notice of variation of terms, termination rights and information on transactions. Other provisions address authorization procedures for payments, refunds, liability for unauthorized or incorrect payments, procedure for execution and value dating.

WPL– Safeguarding Regimes

WPL is subject to separate safeguarding requirements under the EMRs (in relation to the e-money issued through their accounts with Wise) and the PSRs (in relation to send money transfers).

Under Regulation 20 of the EMRs, WPL is required to safeguard funds received in exchange for e-money it has issued. Any unrelated payment services WPL provides are separately subject to the safeguarding provisions set out in regulation of the PSRs. Pursuant to these requirements, WPL holds relevant funds (as defined in the EMRs and PSRs, respectively, as applicable) in separate accounts from all other funds it holds (including its working capital and other proprietary funds) or ensures such funds are covered by a comparable guarantee given by an authorized insurer, so that, in the event of its insolvency, claims of e-money holders or payment service users are paid from the asset pool formed from the segregated relevant funds or payment under the guarantee in priority to all other creditors (other than in respect of the costs of distributing the asset pool). As of May 7, 2026, the FCA has introduced a “Supplementary Regime” that strengthens safeguarding requirements for authorized payment institutions and electronic money institutions. The Supplementary Regime introduced enhanced daily reconciliation requirements, mandatory monthly safeguarding returns to the FCA, and new governance obligations, among other things.

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Capital Requirements

Wise Assets UK is classified as a non-SNI firm, as it does not meet the SNI criteria defined under Rule 1.2.1R of MIFIDPRU. Consequently, the Group is also treated as a non-SNI investment firm group.

Following an official agreement with the FCA, Wise applies full prudential consolidation. Accordingly, we conduct our Internal Capital Adequacy and Risk Assessment on a consolidated basis, in full compliance with the Investment Firm Prudential Regulation and the MIFIDPRU sourcebook.

Wise Assets UK – FSMA

The FSMA establishes a framework for financial services legislation in the United Kingdom and gives the FCA powers to make rules and guidance for firms within the scope of the FSMA regulatory regime, which includes Wise Assets UK.

Wise Assets UK – SM&CR

The Senior Managers & Certification Regime (“SM&CR”) seeks to enhance individual responsibility and accountability within financial services firms. Wise Assets UK is a core firm for the purposes of the SM&CR and has designated senior managers under the SM&CR. The SM&CR comprises:

Sanctions

There are a number of relevant regulators and authorities in the United Kingdom with sanctions related responsibilities. The Foreign, Commonwealth & Development Office is responsible for formulating overall U.K. government policy on international sanctions, while the Office for Financial Sanctions Implementation (“OFSI”), His Majesty’s Treasury, is responsible for ensuring that financial sanctions are properly understood, implemented and enforced. OFSI handles applications for financial sanctions licenses and associated notifications and authorizations. The Department for Business and Trade is primarily responsible for trade sanctions and licensing related to the same (through the Office of Trade Sanctions Implementation), including civil enforcement, while His Majesty’s Revenue & Customs is responsible for the criminal enforcement of all trade sanctions measures. Breaches of the United Kingdom’s sanctions regime can result in criminal or civil penalties, including potentially considerable fines.

MLRs and the Proceeds of Crime Act 2002

The United Kingdom’s AML and CTF legal and regulatory framework, as applicable to WPL and Wise Assets UK, comprises two parts:

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The FCA expects businesses such as WPL to comply with its anti-financial crime obligations, as detailed in the FCA’s Payment Services and Electronic Money Approach Document. This includes implementing internal policies, procedures, and adhering to industry standards, such as those from the Joint Money Laundering Steering Group. Similarly, the FCA Handbook requires FSMA-authorized firms such as Wise Assets UK to maintain effective systems and controls against financial crime, as outlined in the FCA’s Systems and Controls sourcebook.

Belgium and EEA

Wise’s Belgian regulated entity is Wise Europe SA (“Wise Europe”), with registration number 0713629988. Wise Europe is regulated as a Payment Institution in Belgium by the National Bank of Belgium (“NBB”), and with this authorization has passporting rights to provide its services to EEA clients on a cross-border basis.

Wise Europe is authorized by the NBB to provide the following payment services:

Wise Europe is also authorized to provide its services across the EEA through its passporting rights.

Wise Assets Europe AS (“Wise Assets Europe”) is authorized by the Estonian Financial Supervision and Resolution Authority (“EFSA”) under the Securities Markets Act (“SMA”) to carry out various investment services which it passports across EEA, in particular (i) reception and transmission of orders related to securities; (ii) execution of orders related to securities in the name of or for the account of the client; (iii) safekeeping and administration of securities for a client and activities related thereto; and (iv) provision of foreign exchange services where these are connected with the provision of investment services.

Regulatory Authorities

NBB

Wise Europe’s primary regulator in Belgium is the NBB. The NBB is responsible for prudential supervision of credit institutions, insurers, stockbrokers, and other financial organizations, and, alongside the Belgian Financial Services and Markets Authority and the FPS Finance, the NBB ensures the supervision of the Belgian financial sector. Its authority includes oversight of the financial information that Wise Europe disseminates and the products it offers to people and its compliance with the rules of business conduct. The NBB and Belgian Financial Services and Markets Authority act in concert with the European Banking Authority, an independent EU authority that provides prudential regulation and supervision across the European banking sector.

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EFSA

Wise Assets Europe is regulated by the EFSA. EFSA carries out state supervision over banks, insurance companies, insurance intermediaries, investment firms, fund managers, investment and pension funds, payment institutions, e-money institutions, creditors and credit intermediaries, and the securities market that all operate under activity licenses granted by EFSA.

Applicable Law

PSD2

The primary aim of the Revised Payment Service Directive (“PSD2”) was to update, complement and replace the original Payment Services Directive. PSD2 was transposed in Belgium through the Act of 11 March 2018 on the legal status and supervision of payment institutions and e-money institutions, which entered into force on March 26, 2018, and the Act of 19 July 2018 amending and inserting provisions relating to payment services in various books of the Economic Law Code. It introduced new requirements aimed at enhancing payments security and regulating online payment services, in addition to creating a more integrated and seamless payments experience for payment institution customers across the EEA. PSD2 captures Wise Europe as a payment institution. The primary aims of the regulation are to improve consumer protection, create a more secure payment environment while fostering innovation, and ensuring a level playing field between payment services providers.

PSD2 builds on the original Payment Service Directive by requiring Wise Europe to notably:

PSD2 also extended provisions on transparency and information requirements to all currencies (as opposed to only those in the EEA), broadened the definition of “payment services” to include payment initiation services and account information services and amended certain exemptions and conduct of business rules.

Interchange Fee Regulation

The Interchange Fee Regulation introduced ceilings for inter-change fee rates on card-based payment transactions. Business cards are excluded from the section on inter-charge fees and the Intercharge Fee Regulation specifies that it applies to transactions where both the payer’s payment service provider and the payee’s payment service provider are located within the European Union.

Capital Requirements

Under PSD2, authorized PIs are required to hold a minimum amount of capital as a buffer in the event of unexpected losses or to satisfy first losses if it were to be wound up. Minimum capital requirements (referred to as “Own Funds”) are calculated in accordance with the Royal Decree of 27 April 2018 approving the Regulation of 10 April 2018 of the National Bank of Belgium on the own funds of payment institutions. As a result, Wise Europe is required, at all times, to hold Own Funds equal to or in excess of the greater of:

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Sanctions

The sanctions regimes applicable in Belgium are imposed at different levels: internationally by the UN Security Council and the European Union and nationally by different Belgian authorities. The General Administration of the Treasury is authorized to carry out the administration and compliance inspection for these sanctions. In addition to its implementation of the UN and EU sanctions regimes, Belgium has taken measures to draw up its National List, adopted by a Royal Decree of 28 December 2006, as amended from time to time. The decree requires the immediate freezing of all funds and economic assets of the persons and entities mentioned in the national list and forbids, directly or indirectly, facilitating the funds and economic assets of these persons and entities. Financial institutions, including Wise, must forward information regarding the implementation of the Decree, including information about bank accounts and other assets and economic resources of the aforementioned, to the Minister of Finance c/o General Administration of Treasury. Breaches of these restrictive measures are enforced under Belgian Law of 11 May 1995.

Wise Assets Europe—MiFID II

SMA implements the Markets in Financial Instruments Directive II (MiFID II), the Markets in Financial Instruments Regulation and the Markets in Financial Instruments Directive Organisational Regulation, which also apply to Wise Assets Europe.

Wise Assets Europe—Capital Requirements

Under the Investment Firms Regulation, a firm’s minimum capital requirement is determined by its regulatory permission profile and the activities it undertakes. Wise Assets Europe, classified as a Class 2 investment firm, has a permanent minimum capital requirement of €150,000 under Article 9 of Directive (EU) 2019/2034.

Australia

Our Australian regulated entity is Wise Australia Pty Ltd (“Wise Australia”). It is regulated by the Australian Securities and Investments Commission (“ASIC”) as an Australian financial services (“AFS”) licensee pursuant to the Corporations Act 2001 (Cth) Australian Corporations Act. As an AFS licensee, Wise Australia is authorized to carry on a financial services business in Australia and to provide certain financial services specified under its AFS license. Under its AFS license, Wise Australia is authorized to (i) provide general financial product advice in respect of foreign exchange contracts, managed investment schemes (excluding investor-directed portfolio services), and non-cash payment products; (ii) deal in financial products by issuing, applying for, acquiring, varying or disposing of foreign exchange contracts and non-cash payment products and by applying for, acquiring, varying or disposing of those products on behalf of another person; and (iii) make a market for foreign exchange contracts. Wise Australia is authorized to provide these financial services to both retail and wholesale clients.

Wise Australia is also regulated by the Australian Prudential Regulation Authority (“APRA”) under an authorized deposit-taking institution (“ADI”) license. This license permits Wise Australia to carry on banking business in Australia under subsection 9(3) of the Banking Act 1959 (Cth) (“Australian Banking Act”), limited to providing purchased payment facilities (“PPF”).

Further, Wise Australia is regulated by the Australian Transaction Reports and Analysis Centre (“AUSTRAC”) as a registered independent remittance dealer and account provider in accordance with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (“Australian AML/CTF Act”).

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It is enrolled on the AUSTRAC Reporting Entities Roll and registered on the AUSTRAC Remittance Sector Register.

Wise Australia Investments Pty Ltd (Wise Australia Investments) holds an Australian Financial Services license issued by ASIC to carry out various investment services, including offering our Wise Assets product in Australia.

Regulatory Authorities

ASIC

ASIC is Australia’s regulator for corporations, financial markets, financial services and consumer credit. The principal law governing corporations and the provision of financial services in Australia is the Australian Corporations Act and its regulations under the Corporations Regulations 2001 (Cth).

ASIC maintains broad supervisory powers in respect of companies and AFS licensees. These include the imposition of any criminal or civil liability for breaches of relevant provisions in the Australian Corporations Act. Under certain circumstances, ASIC also has, for example, the power to deregister proprietary companies, to cancel an AFS license and to issue a banning order which prohibits the person from providing any financial services or specified financial services in specified circumstances or capacities.

APRA

APRA is the prudential regulator of the financial services industry in Australia. It licenses and supervises banking, insurance and superannuation businesses. APRA establishes prudential standards that regulated institutions must comply with. These standards set out a range of requirements in relation to financial soundness, risk management, and governance.

The license obtained by Wise Australia from APRA permits it to carry on banking business in Australia, limited to providing PPF. Wise Australia must meet certain prudential requirements applicable to providers of PPF, as set out in Prudential Standard APS 610. Specifically, pursuant to the terms of its license, Wise Australia is required, at all times, to maintain Common Equity Tier 1 capital above its prudential capital requirements, which is minimum of 4% of total outstanding stored value liabilities. Wise Australia must not pay interest on amounts held for the benefit of its customers. In addition, it is not authorized to conduct general banking business in Australia.

After an institution is licensed by APRA, it is subject to ongoing supervision to ensure it is meeting APRA’s prudential requirements. If APRA has concerns about a supervised institution’s prudential strength or risk management, it will work with the institution to have those issues promptly addressed. If the institution is uncooperative, or APRA otherwise considers it necessary, APRA can take a range of enforcement actions against an institution, or individuals associated with that institution, to protect the interests of depositors.

AUSTRAC

AUSTRAC administers the AML and CTF laws in Australia, and is also the primary regulator of remittance service providers in Australia. AUSTRAC maintains ongoing oversight of reporting entities. This includes the imposition of any criminal or civil liability against such entities for breach of relevant provisions in the Australian AML/CTF Act. In addition, AUSTRAC has the power to cancel a person’s registration on the AUSTRAC Remittance Sector Register (i.e., require the person to cease providing registrable designated remittance services) in certain circumstances, including breaches of a condition of registration.

Department of Foreign Affairs (“DFAT”)

DFAT is a department of the Federal Government of Australia. DFAT administers Australia’s sanctions regime and may impose criminal liability against persons for breach of relevant sanctions provisions.

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Applicable Law

Australian Corporations Act

In respect of financial services, the Australian Corporations Act requires a person, subject to applicable exemptions, to hold an AFS license, or be an authorized representative of a person who holds an AFS license, if they carry on a financial services business in Australia. ASIC maintains oversight of the AFS licensing regime.

The Australian Corporations Act imposes overriding general obligations on AFS licensees, including the requirement to do all things necessary to ensure that the financial services covered by the relevant AFS license are provided efficiently, honestly and fairly. In addition to the general obligations, AFS licensees are otherwise required to comply with certain requirements relevant to the financial services and products that they provide to their clients (such as disclosure requirements in the form of a Product Disclosure Statement in specified situations involving the issue of a financial product to a retail client).

Australian Banking Act

Under the Australian Banking Act, it is an offence to conduct banking business in Australia without the proper authority. A company that intends to conduct any business that can be classed as banking business, needs to obtain an ADI license from APRA giving it the authority to conduct banking business in Australia.

ADIs must also comply with the Financial Accountability Regime (“FAR”), which is set out in the Australian Financial Accountability Regime Act 2023. FAR, which is jointly administered by ASIC and APRA, establishes accountability obligations for ADIs and their senior executives and directors, including, among other things, deferred remuneration, key personnel and notification obligations for ADIs. It also requires ADIs to appoint accountable persons to the responsibilities covered under the regime.

Capital Requirements

Prudential Standard APS 610 requires ADIs that have obtained an authority to provide PPF to meet prudential requirements commensurate with their risk profile. These ADIs form a class of ADI known as PPF providers. PPF providers are not authorized to conduct general banking business in Australia.

Prudential Standard APS 610 sets out the ADI prudential standards that apply to PPF providers, as well as additional requirements applying to PPF providers that have stored value at risk. The key requirements of this prudential standard for PPF providers with stored value at risk are:

A PPF provider has a notification obligation to inform APRA of any actual or potential breach of the capital adequacy requirements, and any breach of its minimum liquidity holdings, or concerns over the adequacy of its liquidity holdings.

Other Prudential Requirements

Prudential Standard APS 610 also requires Wise Australia to comply with several other prudential standards in relation to operational risk management (CPS 230), risk management (CPS 220), information security (CPS 234), governance (CPS 510), fit and proper (CPS 520), resolution planning (CPS 900) and audit (APS 310).

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Australian AML/CTF Act

Entities that carry on a business in Australia providing designated services, including remittance and currency exchange services, must enroll with AUSTRAC as reporting entities and comply with certain requirements under the Australian AML/CTF Act and AML/CTF Rules. Remittance and currency exchange services are deemed to be designated services under the Australian AML/CTF Act, and providers of designated remittance services must separately register on the AUSTRAC Remittance Sector Register.

Reporting entities are required to develop and maintain an AML/CTF program. The purpose of an AML/CTF program is to specify how the reporting entity will identify, mitigate and manage risk that it might reasonably face that the provision of designated services at or through a permanent establishment of the entity in Australia might involve or facilitate money laundering or financing of terrorism, and to set out applicable customer identification procedures for customers of the reporting entity.

In addition to developing and maintaining an AML/CTF program, some other key requirements for reporting entities include compliance with reporting obligations (including the reporting of suspicious matters to AUSTRAC) and record-keeping (for example, regarding applicable customer identification procedure).

Sanctions Laws

The Charter of the United Nations Act 1945 (“United Nations Act”), which implements the United Nations Security Council sanctions, and the Autonomous Sanctions Act establish the sanctions regime in Australia. Both laws are administered by DFAT. These laws impose particular sanctions measures (including undertaking a sanctioned supply or sanctioned import) in respect of specific countries or particular groups of people (such as persons who commit terrorism).

It is an offence under the United Nations Act for any person to engage in conduct that would contravene a UN sanction enforcement law. Contravention of a United Nations sanction enforcement law is punishable by imprisonment (for individuals) or by imposition of a fine (for both individuals and corporations).

The Autonomous Sanctions Act prohibits persons from engaging in conduct that would contravene a sanction law. Sanction laws are specified by the Minister for Foreign Affairs by legislative instrument, and include autonomous sanctions that have been legislated under the Autonomous Sanctions Regulations.

Privacy Laws

The Privacy Act outlines the Australian Privacy Principles that companies need to meet to ensure protection of privacy for individuals. Currently there are 13 privacy principles which cover collection, disclosure, security, access, and management of personal information as well as direct marketing and anonymity requirements.

Governance of Third-Party Risk

Wise maintains a Third-Party Management & Outsourcing Policy (“TPM Policy”) to deliver guidelines and practices for governance, regulatory compliance and risk management of its in-scope third party arrangements. Wise’s Group Risk Committee, a committee of the leadership team, is responsible for approving the TPM Policy. The TPM Policy sets out a number of controls, including pre-onboarding and onboarding controls (e.g., risk profile determination, service materiality evaluations, due diligence, activity suitability evaluations), contract controls and ongoing monitoring controls (e.g., periodic reassessments and required business continuity and disaster recovery documentation). Collectively, these processes are designed to ensure effective risk management and regulatory compliance for all in-scope third parties throughout their lifecycle with Wise, from onboarding to offboarding.

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C. Organizational Structure

Wise Group plc is a Jersey public limited company that serves as the ultimate parent company of the Group. Wise Group plc is Jersey incorporated and is intended to be solely a U.K. tax resident. Our principal executive office is located at 1st Floor Worship Square, 65 Clifton Street, London EC2A 4JE, United Kingdom.

The Wise Group spans approximately 53 subsidiaries across 24 countries. This includes 44 “operating” subsidiaries (21 in APAC, 13 in EMEA, 5 in LatAm and 5 in North America) which are at various stages of operation. The remaining subsidiaries are group holding companies or are otherwise non-operating.

D. Property, Plant and Equipment

Our principal executive office is located in leased office space on 1st Floor Worship Square, 65 Clifton Street, London EC2A 4JE, United Kingdom, and consists of approximately 83,000 square feet. As of March 31, 2026, we principally leased offices in seven additional cities: Austin, Budapest, Brussels, New York, Singapore, Tallinn and São Paolo. We also operate out of flexible office locations across the globe as needed to support our operations. We are not aware of any environmental issues or other constraints that would materially impact the intended use of our facilities. While we may require additional space and facilities as our business expands, we believe that our current facilities are adequate to meet our current needs.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto appearing elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the section titled “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis, as well as the section titled “Cautionary Statement Regarding Forward-Looking Statements.” The accompanying review, including all periods presented, have been prepared under U.S. GAAP.

This section of our Annual Report on Form 20-F discusses our financial condition and results of operations for the financial year ended March 31, 2026 compared to the financial year ended March 31, 2025. For a discussion of results for the financial year ended March 31, 2025 compared to the financial year ended March 31, 2024, see “Item 5. Operating and Financial Review and Prospects” within our registration statement Form 20-F filed with the SEC on April 17, 2026.

A. Operating Results

Overview

Fifteen years ago, we set out with a simple but visionary goal that became the mission for Wise: money without borders. It should not be more expensive or less convenient to use your money in another country. People and businesses should always know what each transaction actually costs.

Guided by this mission, we started with fixing overseas transfers and went on to build an international account for a truly borderless experience for people and businesses using their money. An increasing number of banks and online platforms now offer our products to their customers via Wise Platform.

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To power this borderless experience, we have built an innovative infrastructure for the world’s money—one that makes payments instant, convenient, low-cost and transparent. In the year ended March 31, 2026, this infrastructure powered payments across more than 40 currencies, moved $243.5 billion across borders for 18.9 million people and businesses, and saved them approximately $3.3 billion along the way, based on our estimates of per transaction savings calculated by reference to publicly available foreign exchange rates and fees of alternative banks and payment providers. As of March 31, 2026, our customers’ holdings across their cash and Wise Assets balances equaled $39 billion, reflecting the trust we have built with our customers. This included $9.0 billion held with Wise Assets (i.e. assets under custody), an account feature that helps our customers earn a return on their money while ensuring it’s still conveniently accessible.

Our Business Model

We have achieved strong growth and operating results since we started. Our net revenue was $2.5 billion for the financial year ended March 31, 2026, an increase of $0.4 billion over the financial year ended March 31, 2025. Our net income was $498.7 million for the financial year ended March 31, 2026, a decline of $51.6 million over the financial year ended March 31, 2025, primarily driven by the reduction in our average cross-border take rate by 0.06 percentage points, from 0.58% to 0.52%, reducing net revenue growth compared to volume growth. We believe these reductions in cross-border take rates, as a result of price reductions and mix effect, have supported growth in cross-border volumes and active customers by making our products and features more attractive to customers. This was accompanied by increased investment in headcount, servicing, third-party spend and outsourced services, reflecting in part our preparation for the Reorganization Transaction and commencement of operations as a U.S. listed company, as well as continued investment in our infrastructure, marketing and product development.

We report our revenue based on the nature of the underlying services provided, which are consistent across all three product offerings. Our transaction revenue streams consist of: (i) revenue from cross-border payment services, including money transfers, currency conversions and account services; (ii) card revenue refers to debit card services and mainly comprises interchange and other card usage fees; and (iii) other revenue from account top-ups, same-currency transfers, one-time fee charged to Wise business customers, fees earned for the provision or replacement of physical cards and Wise Assets management fees. We also generate interest income from interest we earn on customer funds. Separately, a portion of interest or cashback is paid back to customers, where regulations permit, including to customers in Brazil, the European Economic Area and the United States. Such interest or cashback, even where permitted, is not paid on all currency balances, and in the United States, is only paid where customers opt in to the product. See “ —Key Trends and Factors Affecting Our Performance—Interest Rates and Interest Expense on Customer Balances and Liabilities” for additional information on interest expense on customer liabilities.

Wise Account, Wise Business and Wise Platform generate revenue across these net revenue streams. For example, both Wise Account and Wise Business customers generate cross-border transaction revenue when they send money internationally or convert currencies, and both generate card revenue when they use their Wise Cards. Similarly, Wise Platform partners’ customers generate cross-border transaction revenue and may generate card revenue when they access our services. We evaluate and manage our revenue principally based on these net revenue streams rather than by individual product offerings.

Wise Account is our global solution for people who want to send, spend and earn with more speed, transparency and convenience. In the financial year ended March 31, 2026, Wise Account served 18.0 million active personal customers across the world, up from 14.9 million in the prior year. Personal customer balances also grew significantly, up 38% to $18.8 billion at March 31, 2026 compared to March 31, 2025. Wise Account primarily generates revenue from cross-border transactions, with personal cross-border take rates averaging 0.57% for the financial year ended March 31, 2026 and 0.63% for the financial year ended March 31, 2025.

Wise Business is our business-focused product offering tailored to enable businesses to grow and operate internationally. For the financial year ended March 31, 2026, Wise Business had 850 thousand active business customers, including an average of 29 thousand new businesses joining per month during this period.

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Business customer deposits held totaled $11.2 billion at March 31, 2026 as compared to $8.4 billion at March 31, 2025. We continue to see growth in volume with businesses having sent or spent a total of $5.9 billion on average every month in the financial year ended March 31, 2026, growing our business cross-border volumes by 42% since the financial year ended March 31, 2025. Wise Business primarily generates revenue from cross-border transactions, with business cross-border take rates averaging 0.39% for the financial year ended March 31, 2026 and 0.44% for the financial year ended March 31, 2025.

Both Wise Account and Wise Business generate revenue primarily from fees we charge customers for transfers, conversions, card transactions, account set-up and use of Wise Assets products.

Wise Platform is our global payment infrastructure for banks, financial institutions and enterprises around the world. Wise Platform provides these organizations with the capabilities to serve their customers with a world-class experience to send, receive, hold and spend money cross-border instantly, reliably, securely and cost-effectively. The value of our infrastructure has been clearly demonstrated by some of the leading global banks choosing Wise as a partner for their cross-border payment needs. Wise Platform generates revenue from end customers, both personal and business, who use our services, such as from convenience fees charged in addition to the applicable transaction fees on cross-border transfers as well as from the fees we charge banks, financial institutions and enterprises for integration with our infrastructure through the API.

For each of the financial years ended March 31, 2026 and March 31, 2025, Wise Business represented approximately one quarter of transaction activity for the periods, with Wise Account representing the remaining balance. While a distinct product offering that has grown significantly in recent years, Wise Platform does not yet generate a material percentage (i.e., it currently generates less than 10%) of the Group’s overall transaction activity and as such is included within both Wise Account and Wise Business activity.

We are committed to fueling growth through scaled investments that are strategic and return-led. Over the medium term, we plan to increase our annual spend to support Wise’s growth, including increased investment in marketing, hiring, infrastructure, servicing and products to accommodate a growing customer base and to expand into our total addressable market. Investing in enhancing the awareness of our brand and our products will ensure our growth remains strong amidst a growing and increasingly competitive digital-first money transfer market.

Key Operating Metrics

In addition to the measures presented in our consolidated financial statements, we regularly monitor certain key operating metrics, including cross-border volume, cross-border take rate and active customers. We use these metrics to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions.

These metrics may not be comparable to similar performance measures used by our competitors.

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Across these key operating metrics, we monitor the split between personal and business customers. We consider this split to be useful in monitoring key trends underpinning business performance.

In the financial year ended March 31, 2026, our cross-border volume was $243.5 billion, up from $185.2 billion in the financial year ended March 31, 2025. Cross-border volume was split between personal cross-border volume of $173.0 billion and business cross-border volume of $70.5 billion, up from $135.7 billion and $49.5 billion in the financial years ended March 31, 2026 and 2025, respectively.

Growth in cross-border volume over these periods was underpinned by growth in active customers, which increased from 15.6 million in the financial year ended March 31, 2025 to 18.9 million in the financial year ended March 31, 2026. This was split between active personal customers, which grew from 14.9 million to 18.0 million, and active business customers which grew from 0.7 million to 0.9 million.

The growth in cross-border volume and active customers has been supported by a reduction in our cross-border take rates, making our products more attractive to our customers. Our cross-border take rate decreased from an average of 0.58% for the financial year ended March 31, 2025 to 0.52% for the financial year ended March 31, 2026, with personal customer cross-border take rates decreasing from 0.63% to 0.57% and business customer cross-border take rates decreasing from 0.44% to 0.39%.

Key Trends and Factors Affecting Our Performance

Global and Regional Macroeconomic Factors

Global and regional economic as well as political factors, including inflation, currency fluctuations, immigration, conflict, global travel, and regulatory changes, affect demand for our services and product offerings. These factors, particularly currency appreciation or depreciation, shifts in migration patterns or immigration policy, and changes in digital adoption, can alter transaction timing and volume, and customer numbers; although the increasingly global nature of our business with diversified revenues across regions somewhat mitigates this risk.

Customer Growth

Our long-term growth is primarily driven by our ability to attract new customers in a competitive landscape, including through our Wise Platform product offering; the market for our products is fragmented and characterized by changing customer expectations, evolving regulatory standards and frequent launches of new products and features. Key competitors include global banks, new financial institutions or platforms, legacy foreign exchange businesses and payment infrastructure providers.

We attract Wise Account and Wise Business customers through our competitive pricing model, our speed of transactions and the transparent service we provide. As the benefits of Wise have become more widely known, banks have been incentivized to partner with us, leveraging our infrastructure to provide these benefits for their customers, through Wise Platform. This means that current competitors can turn into partners, and their customers can turn into our customers, as we continue to invest into our infrastructure to maintain our competitive advantage. Our long-term aim is for Wise Platform to account for more than 50% of Wise’s cross-border volume. See “Item 4. Information on the Company—B. Business Overview—Our Growth Strategy.”

Our transparent and competitive pricing is evident through our latest cross-border take rate. Our cross-border take rate, which represents cross-border revenue across all customer activity as a portion of cross-border volume, was on average 0.52% for the year ended March 31, 2026, a reduction of 0.06% from the year ended March 31, 2025. We are continuously seeking to expand our customer base through our investment in infrastructure, innovating both existing and new products, and strengthening our trusted financial services for customers with cross-border financial needs. Our customer growth is dependent on our ability to maintain existing and obtain new licenses, as well as maintaining capacity to onboard new customers.

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Fee Structure

Our commitment to a return-led approach means we continue to pass on efficiency gains and sustainable reductions in our costs to our customers as price reductions, driving our long-term growth and reducing our take rate. Conversely if our costs increase we may need to increase the fees charged to customers which could make us less competitive.

Interest Rates and Interest Expense on Customer Balances and Liabilities

Interest income on customer balances is affected by the amount of customer deposits we hold and market interest rates. We are also exposed to changes in interest income resulting from movements in interest rates on our financial assets, including cash and cash equivalents and short-term investments. Our earnings are also impacted by the amount of interest income we return to our customers. While our interest framework has historically aimed to ultimately return to our customers 80% of interest income yield greater than 1%, we have not been able to do so across all jurisdictions. We returned 45% of this target in the financial year ended March 31, 2026, with the remainder unable to be returned due to several reasons, including: regulatory restrictions applicable to deposits in certain jurisdictions that prevent the payment of interest or cashback (such as the United Kingdom, which made up two-thirds of the shortfall); the use of currencies for which we do not yet pay interest or cashback; and regulatory requirements in certain geographies.

We have paid interest at variable rates to customers on balances held in their accounts in the following jurisdictions and currencies:

As we resolve any regulatory hurdles or otherwise increase the portion of interest income yield that we return to our customers (including if a greater percentage of customers opt-in to receive interest), our interest expense on customer liabilities may grow.

Investments in Infrastructure and Marketing

We plan to continue making significant uncapitalized investments in our infrastructure, products and marketing over the upcoming years. These investments include the expansion of our licenses and connections to banks and payment systems; enhancements to our Wise Account and Wise Business products offering and brand marketing. In line with our financial model, we expect these investments to fuel future growth in customers, volume and efficiencies, thereby creating further capacity for investment. Our cost base is affected by the need to maintain regulatory compliance across numerous jurisdictions in which we operate, which requires continued investment in our infrastructure, servicing, technology and products.

Headcount Growth

We expect to continue to grow our headcount to support the expansion of the business, including product development, market expansion, regulatory and risk management capabilities and customer operations. The rate of expansion is assessed on an ongoing basis taking into account factors such as the growth of our business, productivity, automation, use of outsourced services, operating leverage, regulatory requirements, talent availability and macroeconomic conditions, each of which may cause variability in our hiring plans and, as such, we may adjust the pace of hiring accordingly.

Public Company Costs

We expect to continue to incur additional costs associated with operating as a listed public company. We anticipate that these costs will relate to personnel, legal, consulting, audit and other expenses.

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Of particular note, the Sarbanes-Oxley Act, as well as rules adopted by the SEC and Nasdaq, require U.S. public companies to implement and adhere to specific corporate governance practices, rules and regulations which lead to legal, regulatory and financial compliance costs.

Currency Fluctuations

Currency fluctuations can influence customer behavior, cross-border volumes and pricing.

In addition, we report our results in U.S. dollars while a share of our revenues, expenses, assets, liabilities and equity is denominated in other currencies; as a result, movements in exchange rates affect our reported performance.

Where possible and cost effective we mitigate exposure by matching assets and liabilities by currency and, where appropriate, using derivative financial instruments to mitigate the impact.

Share Price

Income tax expense is impacted by tax deductions generated from share based payments. Therefore, movements in share price could cause fluctuations in our net income.

Transaction Frequency

We have historically experienced some degree of higher transaction frequency, primarily in card revenue, as customers travel and send gifts for regional and global holidays, which resulted in higher active customer numbers in the first and second financial quarters. We anticipate that this trend in card revenue will continue, but the impact on our financial results is limited considering the proportion of net revenue that is card revenue, which was 16% for the financial year ended March 31, 2026.

Components of Operating Results

Transaction Revenue

Revenue from Cross-Border Payments

We generate revenue primarily from cross-border payment services, including money transfers, currency conversions and account services. Applicable fees vary depending on several factors, including the currency route, transaction size, transaction type and payment method. A contract is established between the customer and Wise upon customer account opening or initiation of a money transfer. Customers formally accept the terms and conditions of the relevant service via Wise’s website or app. Revenue recognition occurs upon performance obligation fulfillment. For money transfers, this happens when funds reach the recipient. For currency conversions, revenue is recognized when a customer’s balance is converted to a different currency within their account. The time required to process the payment to the recipient, and therefore to satisfy our performance obligations, depends on the processing time our banking partners require to deliver funds to the recipient. As such, the revenue is deferred until the funds are delivered.

Revenue from Card

Card revenue primarily consists of interchange fees and card usage fees. A contract is formed between the customer and Wise when a virtual or physical card becomes available for use, enabling payments and withdrawals. Card revenue is based on the agreed terms and conditions. Revenue recognition is tied to a single performance obligation, satisfied upon transaction capture.

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Revenue from Other Services

Other revenue streams primarily consist of:

Interest Income on Customer Balances

Interest income on customer balances is earned from holding customer funds as cash and cash equivalents or investing them into highly liquid permitted financial assets. These amounts are recognized in the Consolidated Statement of Comprehensive Income of our consolidated financial statements using the effective interest rate method.

Interest Expense on Customer Liabilities

Interest expense on customer liabilities is the interest expense payable to customers for holding eligible balances in their accounts with Wise. These amounts are calculated as a percentage of those eligible balances and provided as either cashback or interest depending on the jurisdiction. These amounts are recognized in the Consolidated Statement of Comprehensive Income as “Interest expense on customer liabilities” in the period for which the customer receives the benefit.

Cost and Expenses

Transaction Expense

Transaction expense (excluding depreciation and amortization) consists of the costs incurred by Wise in processing and settlement of transactions as well as providing debit card services. This includes:

Transaction and Credit Losses

Transaction and credit losses consist primarily of allowance for credit losses in relation to accounts receivable.

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Technology and Development

Technology and development expenses consist of employee-related expenses for our engineering and product teams, including salaries, benefits and share-based compensation expenses, professional services fees and costs for software subscription services dedicated for the use by our technology teams, cloud infrastructure costs as well as costs of other company-wide technology tools, including AI solutions.

Servicing

Servicing includes costs to provide customer onboarding and support, payment operations and compliance activities, including financial crime prevention and sanctions screening and monitoring. These costs include employee-related expenses associated with our servicing staff, including salaries, benefits and share-based compensation expenses; outsourced services providers; and technology and AI solutions used by servicing teams.

Marketing and Sales

Marketing and sales expenses consist primarily of advertising and customer acquisition costs incurred to attract new customers, including external brand and customer acquisition expenses and employee-related expenses associated with our marketing and sales people, principally salaries, benefits and share-based compensation expenses. Marketing and sales expenses also include promotions, costs for software subscription services dedicated for use by our marketing and sales teams, and outsourced service providers contracted for marketing purposes.

General and Administrative

General and administrative expenses consist of employee-related expenses for finance, legal, compliance, risk, people, workplace, and other administrative teams, as well as leadership functions including salaries, benefits and share-based compensation expenses. General and administrative expenses also include professional services fees, subscriptions, office expenses, indirect taxes, depreciation, amortization and other corporate expenses.

Other Income/(Loss), Net

Other income/(loss), net consists primarily of losses on the sale or maturity of available-for-sale debt securities, interest expense related to the Revolving Credit Facility, Euro Medium Term Note and interest income earned from our corporate short-term financial instruments.

Income Tax Benefit/(Expense)

We are subject to corporate taxation in the United Kingdom and our wholly owned subsidiaries are subject to corporate taxation either in the United Kingdom or in the relevant foreign jurisdiction where the subsidiary is a tax resident.

The deferred tax asset is primarily generated in the United Kingdom and the United States, and arises from unexercised share options and other temporary differences.

Foreign Currency Fluctuations

While we incur foreign exchange rate movement from holding assets and liabilities in different currencies and guaranteeing customers a foreign exchange rate on their international transfers for a short period of time, we actively monitor this foreign exchange risk and exposures are managed through a combination of natural hedging and derivative financial instruments.

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Our operating subsidiaries’ financial results are translated to U.S. dollars for reporting purposes. Income and expenses are translated at monthly average exchange rates, assets and liabilities are translated at the exchange rate at the period end.

As a result of the translations described above, our results are impacted by fluctuations in foreign exchange rates.

Results of Operations

Comparison of the Financial Years Ended March 31, 2026 and 2025

The following table sets forth our results of operations for the financial years ended March 31, 2026 and 2025

Transaction Revenue

The following table summarizes our total transaction revenue:

Cross-Border Revenue

Cross-border revenue increased $185.3 million, or 17%, to $1,257.0 million for the financial year ended March 31, 2026, compared to $1,071.7 million for the financial year ended March 31, 2025. This was primarily a result of volume increases with the volume of cross-border transactions increasing 31% from $185.2 billion to $243.5 billion. This volume increase was driven, in part, by an increase of active customers, from 15.6 million to 18.9 million, and lower pricing. Cross-border take rate decreased by an average of 0.06%, from 0.58% to 0.52%, due to price reductions and change in average transaction size (higher amount transactions having a lower take rate).

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Card Revenue

Card revenue increased $111.1 million, or 40%, to $391.6 million for the financial year ended March 31, 2026, compared to $280.5 million for the financial year ended March 31, 2025. The increase was primarily a result of a year-over-year growth in card transaction volumes, particularly in the European Union, Australia and United Kingdom.

Other Revenue

Other revenue grew by $50.9 million, or 26%, to $245.0 million for the financial year ended March 31, 2026, compared to $194.1 million for the financial year ended March 31, 2025. The increase was mostly driven by same-currency transfer revenue, which grew $37.2 million in the financial year ended March 31, 2026, primarily driven by growth in same-currency transfer volumes.

Interest Income on Customer Balances

Interest income on customer balances increased $47.8 million, or 6%, to $806.1 million for the financial year ended March 31, 2026, compared to $758.3 million for the financial year ended March 31, 2025. The increase is primarily due to 36% growth in customer account balances to $30.0 billion for the financial year ended March 31, 2026 compared to $22.0 billion for the year ended March 31, 2025. This was offset over this same time period by average interest income yields declining from 3.9% to 3.0% as interest rates on relevant currencies reduced during the period.

Interest Expense on Customer Liabilities

Interest expense on customer liabilities decreased $8.8 million, or 4%, to $196.9 million for the financial year ended March 31, 2026, compared to $205.7 million for the financial year ended March 31, 2025. The decrease is primarily due to the decline in average interest expense paid to customers, which declined from 2.4% to 1.8% in the same period as interest rates on relevant currencies declined during the period. This was partially offset by the growth in the average eligible customer balance, with interest expense paid out on eligible customer balances.

Transaction Expense

Transaction expense increased $135.6 million, or 36%, to $513.6 million for the financial year ended March 31, 2026, compared to $378.0 million for the financial year ended March 31, 2025. Of this movement $102.2 million related to foreign exchange movements, primarily on customer accounts driven by the strengthening of the euro and Australian dollar against the U.S. dollar and pound sterling. From a foreign exchange exposure perspective, this foreign exchange movement is partially offset by unrealized foreign exchange movements in the available-for-sale debt securities, which are recognized in other comprehensive income. The remaining increase was primarily due to increasing transaction volumes, with cross-border volumes increasing 31% the financial year ended March 31, 2025 to the financial year ended March 31, 2026 along with growth in card transaction volumes. These volume increases were offset by scaling of some costs.

Transaction and Credit Losses

Transaction and credit losses increased $2.3 million, or 20%, to $13.9 million for the financial year ended March 31, 2026, compared to $11.6 million for the financial year ended March 31, 2025. The increase was primarily driven by the growth of cross-border transaction volumes which grew 31% in the financial year ended March 31, 2026.

Technology and Development

Technology and development expenses increased $120.2 million, or 38%, to $434.3 million for the financial year ended March 31, 2026, compared to $314.1 million for the financial year ended March 31, 2025.

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As we continue to invest in our technology, this growth was driven mainly by a combination of a $70.5 million, or 34%, increase in employee related benefit expenses, driven from a 22% increase in average headcount and $37.5 million, or 45%, increase in technology costs across our product infrastructure in order to support increased transactional volumes.

Servicing

Servicing expenses increased $109.1 million, or 38%, to $396.6 million for the financial year ended March 31, 2026, compared to $287.5 million for the financial year ended March 31, 2025. This was primarily due to average headcount growth of 26%. Additionally we increased uncapitalizable investment in the servicing team and infrastructure, and saw growth in third-party costs, as we continued to outsource the provision of specific elements of our servicing operations allowing us to flex capacity at a lower cost.

Marketing and Sales

Marketing and sales expenses increased $65.7 million, or 62%, to $171.8 million for the financial year ended March 31, 2026, compared to $106.1 million for the financial year ended March 31, 2025. The increase was primarily due to higher advertising spend across our existing paid marketing channels along with headcount increases, with average headcount growth of 42%. The growth in advertising spend included investment in the launch of awareness marketing to build brand awareness in key markets, to fuel long-term growth.

General and Administrative

General and administrative expenses increased $108.5 million, or 40%, to $381.9 million for the financial year ended March 31, 2026, compared to $273.4 million for the financial year ended March 31, 2025. The increase was primarily driven by an increase in outsourced services of $62.4 million, or 111%, partially driven by preparations for the change in primary listing location, as well as growth in regulatory costs and hiring costs as a result of expansion. Employee-related expenses also increased $48.8 million, or 50%, as a result of average general and administrative headcount increasing 31%.

Other Income/(Loss), Net

Other income/(loss), net was $69.7 million income for the financial year ended March 31, 2026 compared to other loss, net of $10.7 million for the financial year ended March 31, 2025, a favorable change of $80.4 million. The change was primarily driven by two factors. First, unrealized foreign exchange gains (losses) on available-for-sale debt securities, arising on portfolios denominated in currencies other than the functional currency of the holding entity, improved from a loss of $42.5 million in the financial year ended March 31, 2025 to a gain of $7.6 million in the financial year ended March 31, 2026. Second, interest income from corporate investments increased from $42.5 million in the financial year ended March 31, 2025 to $63.0 million in the financial year ended March 31, 2026 as a result of growth in cash and cash equivalents which grew 54% over the year, with the increase in cash balances partially offset by the decline in interest rates through the financial year ended March 31, 2026.

Income Tax Expense

Income tax expense was $161.7 million for the financial year ended March 31, 2026 compared to an expense of $167.2 million for the financial year ended March 31, 2025. This reduction of $5.5 million, or 3%, relates to a reduction in the tax charge primarily in the United Kingdom as a result of lower net income. The effective tax rate for the financial year ended March 31, 2026 was 24.49% as compared to 23.30% for the financial year ended March 31, 2025.

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Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential for economic losses to be incurred on market risk-sensitive instruments arising from adverse changes in market factors such as interest rate, foreign currency and credit risk. Management establishes and oversees the implementation of policies governing our investing, funding, and foreign currency activities in order to mitigate market risks. We monitor risk exposures on an ongoing basis.

We also use derivative instruments to manage exposure to market risks as set out in “Note 14. Derivative Instruments” of the consolidated financial statements appearing elsewhere in this Annual Report.

Interest Rate Risk

We are exposed to interest rate risk from fixed interest rate assets and liabilities on the balance sheet. Interest rate risk is managed against a control framework, which is defined with set metrics and limits in place.

The main fixed interest rate exposure for us is driven by sovereign bonds. Changes in the fair value of available-for-sale bonds (due to changes in interest rates) are reported through other comprehensive income.

We are also exposed, more generally, to the risk of changes in interest income, primarily on customer balances, and interest expense on customer liabilities resulting from potential movements in interest rates on our financial assets, including cash and cash equivalents and short-term investments.

A 1% instantaneous downward shock of all interest rate curves would have resulted in a reduction of $148.5 million in interest income before tax for the financial year ended March 31, 2026 (2025: $111.2 million). A 1% instantaneous upwards shock would have resulted in an increase of $151.0 million in income before tax for the financial year ended March 31, 2026 (2025: 112.0 million).

Foreign Currency Risk

We are exposed to foreign exchange rate movement from holding assets and liabilities in different currencies and guaranteeing customers a foreign exchange rate on their international transfers not funded from balance for a period of time, dependent on funding currency. We actively monitor foreign exchange risk in pounds sterling, and exposures are managed through a combination of natural hedging and derivative financial instruments.

We use a combination of foreign currency swaps, foreign exchange spots/forwards and non-deliverable foreign exchange swaps/forwards to manage our exposure to foreign currency risk.

We monitor foreign exchange risk on an ongoing basis using a value at risk and stressed value at risk approach, considering the foreign exchange risk arising from open non-sterling currency positions as foreign exchange rates move adversely against our open positions. For the sensitivity analysis, a severe stress was applied to our March 31, 2026 positions, which assumes that both euros and U.S. dollars would depreciate 5% against other currencies simultaneously. In this scenario, the impact to the consolidated group in U.S. dollars, translated at the year end closing rate of U.S. dollars to pounds sterling would be a realized loss of $2.4 million over one day (2025: $4.1 million).

Our reporting currency is the U.S. dollar, while some subsidiaries operate across a range of non-U.S. dollar functional currencies. Consequently, our financial results are affected by the translation of transactional currencies to functional currency at subsidiary level, and then from functional currency to the reporting currency of U.S. dollar.

Credit Risk

We manage credit risk exposure based on our credit risk appetite. We actively manage credit and concentration risk through our policy of imposing credit limits in order to control the exposures (amount and period) we have with each counterparty considering their level of risk.

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These limits are set based on the credit ratings or perceived credit quality of each counterparty and approval must be obtained from the Credit Risk Committee for any exceptions outside of the framework.

Our credit risk is spread over a range of assets, further details of which are set out in the notes to our consolidated financial statements appearing elsewhere in this Annual Report:

Credit risk is mitigated as the majority of these financial assets are held with investment grade financial institutions or invested in highly rated financial instruments with credit ratings assigned by reputable credit rating agencies such as Moody’s, Standard & Poor’s and Fitch Ratings.

As per the Group’s investment policy, the debt securities consist of quoted bonds and other fixed asset securities that are graded in the top investment categories (rated A- and above), predominantly in Government bonds as set out in “Note 11—Available-for-Sale Debt Securities” of the consolidated financial statements appearing elsewhere in this Annual Report.

B. Liquidity and Capital Resources

Sources of Liquidity

As of March 31, 2026, our primary sources of liquidity were our cash and cash equivalents, Safeguarding Guarantees), our EMTN Program and our Revolving Credit Facility.

As of March 31, 2026, we had cash and cash equivalents of $27,802.2 million, as compared to $18,066.3 million as of March 31, 2025.

As of March 31, 2026, we had a Safeguarding Guarantee in place to guarantee $1,119.1 million (£845.0 million) of customer funds, so that this amount does not need to be safeguarded via a segregation method and can be used for operating customer liquidity. As of March 31, 2025, $671.8 million (£520.0 million) was guaranteed by the Safeguarding Guarantee.

As of March 31, 2026, we had issued £250.0 million ($331.1 million at March 31, 2026) aggregate principal amount of Notes under the £2.0 billion ($2.6 billion at issuance date) EMTN Program. There was no EMTN Program in the financial year ended March 31, 2025.

We had $437.1 million (£330 million) available under our unsecured Revolving Credit Facility as of March 31, 2026, compared to $297.1 million (£230 million) as of March 31, 2025. There was no drawdown as of March 31, 2026 as compared to $129.2 million at March 31, 2025.

We are required to maintain minimum levels of liquidity within our regulated businesses and the Group overall in accordance with local regulatory requirements. We monitor liquidity levels of our regulated entities on an ongoing basis, in accordance with our internal liquidity adequacy assessment process.

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Due to our strong net cash provided by operations, the available balance under the Revolving Credit Facility, EMTN Program(as defined below) and Safeguarding Guarantee, we believe that we have sufficient financial resources to fund our activities and execute our business for at least the next 12 months and over the long term.

We are committed to financial discipline and a sustainable level of profitability, while continuing to invest in growth opportunities, so that both our customers and our shareholders continue to benefit from our long-term growth. We plan to continue investing in product innovation, infrastructure and partnerships to help people and businesses move and manage their money. We have no material financing commitments that are expected to affect our liquidity over the next five years, other than our lease obligations and supplier purchase commitments in the normal course of business and as disclosed in the notes to our consolidated financial statements appearing elsewhere in this Annual Report and the maturity of the 2030 Senior Notes issued in November 2025 under the EMTN Program.

Indebtedness

Revolving Credit Facility

In December 2024, we entered into an agreement for a multicurrency revolving facility agreement (the “Revolving Credit Facility”) with certain of our subsidiaries as borrowers or guarantors, as applicable (together with any additional borrowers or guarantors, as applicable, the “Borrowers and the “Guarantors”), HSBC Innovation Bank Limited, as mandated lead arranger, the other lenders party thereto (together with HSBC Innovation Bank Limited, the “Lenders”) and HSBC Bank plc, as agent. Pursuant to the Revolving Credit Facility, the Borrowers may borrow up to £330.0 million ($437.1 million at March 31, 2026) aggregate principal amount, which may in certain circumstances be increased by an additional aggregate principal amount of £100.0 million ($132.4 million at March 31, 2026). The Revolving Credit Facility matures on December 12, 2027, subject to a maximum of two one-year extensions in accordance with the terms thereof.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to SONIA (in the case of loans made in sterling), SOFR upon the occurrence of certain pre-agreed trigger events (in the case of loans made in U.S. dollars), EURIBOR (in the case of loans made in euros) and the Australian Bank Bill Swap Reference Rate (in the case of loans made in Australian dollars), (in each case, subject to a zero floor), plus a margin of 1.75% to 2.25% per annum determined by reference to adjusted leverage (calculated as the ratio of senior debt on the last day of the Relevant Period (as defined under the Facility Agreement) to Adjusted EBITDA for the Relevant Period).

The agreement governing the Revolving Credit Facility (the “Facility Agreement”) contains customary representations, information undertakings and covenants. In addition, the Facility Agreement includes financial covenants that require that: (1) adjusted leverage does not exceed a ratio of 3:1 in respect of any Relevant Period; (2) interest cover (calculated as a ratio of Adjusted EBITDA to Finance Charges (as defined under the Facility Agreement)) is not less than a ratio of 3.5:1 in respect of any Relevant Period; and (3) adjusted contingent leverage (calculated as a ratio of the guarantee amount under each Safeguarding Guarantee) to Adjusted EBITDA does not exceed a ratio of 3:1 in respect of any Relevant Period. These financial covenants are tested on a semi-annual basis.

As of March 31, 2026, we had $437.1 million available for borrowing under the Revolving Credit Facility.

Safeguarding Guarantees

To comply with requirements set out in the Electronic Money Regulations 2011, Wise Payments Limited (“WPL”) is required to safeguard ‘relevant funds’ received from customers. WPL meets these requirements by a combination of: (1) holding funds in a third-party safeguarding bank account; and (2) taking out insurance with an authorized insurer or an authorized credit institution (such insurance, the “Safeguarding Guarantee”).

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In May 2024, WPL entered into a Safeguarding Guarantee with each of Chubb European Group SE, Euler Hermes SA (NV), Everest Insurance (Ireland), DAC, HCC International Insurance Company plc, Liberty Mutual Insurance Europe SE, Markel International Insurance Company Limited, Swiss Re International SE, UK Branch, Travelers Insurance Company Limited and Zurich Insurance Company Ltd, UK Branch (the sureties), which collectively provide guarantees of up to an aggregate amount of £520 million ($671.8 million at March 31, 2025), with an initial term of 18 months. In July 2025, each Safeguarding Guarantee was renewed until November 10, 2027, with the same nine sureties collectively providing guarantees up to an aggregate amount of £845 million ($1,119.1 million at March 31, 2026).

In connection with the renewed Safeguarding Guarantees, we and certain of our subsidiaries entered into a deed of indemnity with each surety, under which we and the relevant subsidiaries (collectively, the “Indemnitors”) have agreed to indemnify each surety for losses incurred if it makes the safeguarding payments.

Each Safeguarding Guarantee contains certain customary warranties, representations and undertakings. In addition, each Safeguarding Guarantee includes financial covenants which require that: (1) the adjusted senior leverage ratio of senior debt under the Revolving Credit Facility to Adjusted EBITDA cannot exceed 3:1; (2) the adjusted contingent leverage ratio of the aggregate insurance amount to Adjusted EBITDA cannot exceed 3:1; and (3) the aggregate insurance amount cannot exceed cash, cash equivalents and undrawn amounts under the Revolving Credit Facility on the last day of the half financial year or full financial year period.

Under the conditions of each Safeguarding Guarantee, a surety can demand cash from any indemnitor upon the occurrence of certain events, including insolvency, change of control and termination of the Revolving Credit Facility. Any one indemnitor can trigger such a demand. Each Safeguarding Guarantee also includes cross-acceleration provisions, which allow an insurer to demand payment if any financial indebtedness of the Group (including the Revolving Credit Facility or the Notes) is demanded or a commitment for any financial indebtedness of the Group is cancelled (subject to a £20 million ($26.5 million at March 31, 2026) de minimis threshold).

No security is provided to the sureties.

Euro Medium Term Note Program

In November 2025, we established a Euro Medium Term Note Program (the “EMTN Program”), under which Wise Financing plc (“Wise Financing”), a subsidiary of Wise plc, may from time to time issue senior unsecured notes (“Notes”) up to an aggregate principal amount £2.0 billion ($2.6 billion at issuance date). Notes issued under the EMTN Program will be guaranteed by certain of our subsidiaries.

Notes may be issued in bearer form or in registered form only. Subject to compliance with applicable laws and regulations, Notes will be issued in denominations of at least €100,000 or the equivalent in any other currency and with such terms as may be specified in the applicable pricing supplement. Notes may bear interest at fixed or floating rates, may be zero-coupon, and may be issued at their nominal amount or at a discount or premium to it, as set out in the relevant pricing supplement. The rate of interest for floating-rate Notes may be linked to customary money-market reference rates or alternative reference rates, as specified in the applicable pricing supplement.

The documentation governing the Notes includes customary covenants and provisions relating to events of default, payment mechanics, substitution of Wise Financing or Wise plc as issuer and parent guarantor of the Notes, respectively, accession and release of guarantors, transfer restrictions other terms typical for unsecured note instruments of this type.

In November 2025, we issued £250.0 million ($329.0 million at issuance date) aggregate principal amount of Notes under the EMTN Program. Such Notes bear interest at a rate of 5.1000% per annum, and mature on November 25, 2030 (“the 2030 Senior Notes”).

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The 2030 Senior Notes are guaranteed on a senior unsecured basis by Wise plc and certain of our wholly owned subsidiaries the “Guarantors” and each a “Guarantor”). The Guarantors are 100% owned by Wise Group plc, and the guarantees are full, unconditional, joint and several. There are no significant restrictions on the ability of Wise Group plc or the Guarantors to obtain funds from each other in the form of a dividend or loan. The guarantees rank at least pari passu with all other outstanding unsecured and unsubordinated obligations of each Guarantor or the Issuer, present and future, save for obligations mandatorily preferred by laws of general application to companies and only to the extent permitted by applicable laws relating to creditors’ rights.

Cash Flows

The following table summarizes the primary sources and uses of cash for each period presented:

Comparison of the Year Ended March 31, 2026 and 2025

Net cash provided by our operating activities was $7,553.9 million for the financial year ended March 31, 2026, compared to $5,719.5 million for the financial year ended March 31, 2025. The increase of $1,834.4 million, or 32%, was primarily due to a 36% increase in our customer accounts balances.

Net cash provided by investing activities was $1,738.5 million for the financial year ended March 31, 2026, compared to net cash used in investing activities of $758.5 million for the financial year ended March 31, 2025. The increase of $2,497.0 million, or 329%, in net cash provided by/(used in) activities was primarily due to a net increase in sales of available-for-sale debt securities of $2,473.1 million. Cash outflows for investing activities were also higher in the financial year ended March 31, 2026 by $24.5 million as a result of purchase of property, plant and equipment, predominantly with respect to new office spaces in London and Tallinn.

Net cash used by our financing activities during the financial year ended March 31, 2026 was $274.9 million as compared to $229.9 million for the financial year ended March 31, 2025. The increase of $45 million, or 20%, was primarily due to the $328.7 million net carrying amounts of Notes issued under EMTN Program. This was offset by an increase of $380.9 million cash outflow with respect to the Employee Share Trust share purchases in the financial year ended March 31, 2026 as compared to the financial year ended March 31, 2025 along with the repayment of borrowings under the Revolving Credit Facility.

Contractual Obligations and Commitments

We routinely incur contractual obligations for marketing and advertising, software subscriptions and various service arrangements, including cloud infrastructure and compliance applications. While many of these contracts are short-term (cancellable within one year), some significant software and cloud service agreements involve multi-year commitments. Additionally, we have substantial long-term lease obligations for office space. Changes in our business needs, contractual cancellation provisions, fluctuating interest rates, and other factors may result in actual payments differing from the estimates.

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We cannot provide certainty regarding the timing and amounts of these payments. For further discussion of commitments and contingencies, please refer to “Note 20. Commitments and Contingencies” and “Note 10. Leases” in the notes to our consolidated financial statements appearing elsewhere in this Annual Report.

C. Research and Development, Patents and Licenses, etc.

Please refer to “Item 4.B. Information on the Company—Business Overview—Intellectual Property” for further information on our material intellectual property and to “Note 2. Summary of significant accounting policies” within our consolidated financial statements appearing elsewhere in this Annual Report.

D. Trend Information

Other than as disclosed elsewhere in this Annual Report (see “—A. Operating Results—Key Trends and Factors Affecting Our Performance”), we are not aware of any trends, uncertainties, demands, commitments or events for the year ending March 31, 2027 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.

E. Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of the consolidated financial statements requires us to make judgements, estimates and assumptions that affect the value of assets and liabilities—as well as contingent assets and liabilities—as reported on the balance sheet date, and revenues and expenses arising during the financial year.

The estimates and associated assumptions are based on information available when the consolidated financial statements are prepared. This includes historical experience, current conditions and various other factors which are believed to be reasonable under the circumstances. Due to market changes or circumstances arising that are beyond our control estimates may vary from the actual values.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revision of accounting estimates is recognized in the period in which they become known and are applied prospectively.

Transaction and Credit Losses

We have exposure to current expected credit losses for financial assets including cash and cash equivalents, debt securities, accounts receivable, interest receivable and collateral deposits that we hold with its counterparties.

We utilize a combination of aging and probability of default methods to develop an estimate of credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given default, exposure at default, counterparty tiering classifications, merchant and customer risk profiles, country risk profiles for higher risk jurisdictions and relevant macro-economic factors. Determining the appropriate current expected credit loss allowance is an inherently uncertain process requiring significant estimation and ultimate losses could differ materially from the current estimates.

Please refer to “Note 2. Summary of Significant Accounting Policies—Transaction and Credit Losses” in the notes to our consolidated financial statements appearing elsewhere in this Annual Report for additional information.

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Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Board of Directors

The following table sets forth the names, ages and positions of the members of our board of directors as of the date of this Annual Report.

Biographical information for each member of our board of directors is set forth below.

Kristo Käärmann is our co-founder and has served as our Chief Executive Officer and an Executive Director since our inception in 2011. Prior to founding Wise, Mr. Käärmann was a consultant at Deloitte and at PwC. Mr. Käärmann holds a Bachelor’s and Master’s degree in Mathematics and Technology from the University of Tartu.

Emmanuel Thomassin has served as our Chief Financial Officer and an Executive Director since October 2024. Prior to joining Wise, Mr. Thomassin served as Chief Financial Officer at Delivery Hero SE from January 2014 to June 2024. Prior to Delivery Hero, Mr. Thomassin spent six years as Chief Financial Officer and an executive board member at MetaDesign, an international corporate branding agency. He has also served as the Chief Financial Officer and as a Managing Director at Team Global, a Berlin-based incubator, since January 2023. Mr. Thomassin holds Master’s degrees in Economics from both the Université de Metz and Saarbrücken.

David Wells has served as Chair of the board of directors since December 2021, having initially joined the board of directors as a non-executive director in July 2019. Mr. Wells previously served as Chief Financial Officer of Netflix, from December 2010 until his retirement in January 2019. During his time at Netflix, Mr. Wells also served as overall head of Financial Planning & Analysis and spent two years, from July 2015 to July 2017, in the Netherlands as part of the build-up of Netflix’s European operations. Mr. Wells has served on the board of directors, including as chair of the audit committee, of Hims & Hers Health, Inc. since January 2021, having also served on the board of directors of its predecessor Hims, Inc., from September 2020 to January 2021. He also served on the board of directors, including as chair of the audit committee, of Trade Desk, Inc., a public company that provides a technology platform for advertising buyers, from December 2015 to May 2025. Mr. Wells holds a BS in Commerce and English from the University of Virginia and an MBA/MPP Magna Cum Laude from the University of Chicago.

Clare Gilmartin has served as Senior Independent Director since June 2021. Prior to joining us, Ms. Gilmartin served as Chief Executive Officer of Trainline, a digital rail and coach travel platform, from April 2014 to March 2021, where she led an expansion of the business internationally and then guided the company in a sale to KKR in 2015, and its initial public offering on the London Stock Exchange in 2019. Prior to Trainline, Ms. Gilmartin spent ten years at eBay, last serving as Vice President, eBay Europe. Earlier in her career, Ms. Gilmartin was a consultant at Boston Consulting Group. She also currently serves as Senior Advisor to KKR. Ms. Gilmartin has served on the board of directors of GetYourGuide GmbH, a travel experience booking platform, since February 2021. Ms. Gilmartin holds a Bachelor of Commerce (Int) degree from University College of Dublin.

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Elizabeth G. Chambers has served as a Non-Executive Director since April 2023. She has extensive experience as a board director, investor, and senior financial services executive, leading strategy, product and marketing. She also serves on the boards of directors of Kape Technologies, TSB Bank plc, and AJ Bell plc, several fintech and payments startups, and the non-profit University of Colorado Anschutz Medical Campus. Earlier boards of directors upon which Ms. Chambers has served have included several FTSE-250 listed and private companies in both the United States and United Kingdom. Her executive career included C-suite roles at Western Union, Barclays, Bank of America and other global companies. She advises private equity firms on their investments in financial services, including five years as an Operating Partner at Searchlight Capital. Earlier in her career, Ms. Chambers was a Partner at McKinsey & Company and she started her career as a financial analyst with Morgan Stanley & Co. Ms. Chambers holds an MBA from Harvard Business School and a BA in Economics and Political Science from Stanford University.

Terri Duhon has served as a Non-Executive Director since January 2022. Ms. Duhon has served as an associate fellow at the Saïd Business School at Oxford University since 2015. She is also a motivational speaker for Speakers for Schools and a frequent keynote speaker on risk, culture and reinvention. Earlier in her career, Ms. Duhon worked as a derivatives trader at JP Morgan before becoming an entrepreneur and founding a consulting business. Ms. Duhon has served on the board of directors of Rathbones Group plc, including as chair of its risk committee, since July 2018, and served on the board of directors of Morgan Stanley International, including as chair of its risk committee, from April 2016 to April 2026. Ms. Duhon holds a degree in Mathematics from the Massachusetts Institute of Technology.

Scott Hill has served as a Non-Executive Director since March 2026. Mr. Hill served as CS Disco, Inc.’s Chief Executive Officer, from September 2023 to April 2024, and served in an interim, non-officer capacity as an advisor to the Chief Executive Officer until May 11, 2024. Mr. Hill served as an advisor to the Chief Executive Officer of Intercontinental Exchange, Inc. from May 2021 to February 2023 and also served as its Chief Financial Officer from May 2007 to May 2021. Before that, Mr. Hill was an international finance executive for International Business Machines Corporation from 1991 to 2007. Mr. Hill has served on the boards of directors of Cardlytics, Inc., since September 2023, and VVC Exploration Corporation from August 2017 to September 2023. Mr. Hill earned his B.B.A in finance from the University of Texas at Austin and his M.B.A. from New York University.

Alastair Rampell has served as a Non-Executive Director since January 2018. Mr. Rampell has served as a General Partner at Andreessen Horowitz since September 2015, where he focuses on financial services. In his role, Mr. Rampell serves on the boards of directors of several Andreessen Horowitz portfolio companies and has led a number of Andreessen Horowitz’s investments. Before joining Andreessen Horowitz, Mr. Rampell co-founded multiple companies, including Affirm, FraudEliminator, Point and TrialPay. He has served as a member of the board of directors of Rocket Companies, Inc., a financial technology and homeownership services company, since February 2024, and previously served as a director of KCG Holdings from 2015 to 2017. Mr. Rampell holds a BA in Applied Mathematics and Computer Science from Harvard University.

Hooi Ling Tan has served as a Non-Executive Director since June 2021. Ms. Tan is the Co-Founder and former Chief Operating Officer of Grab, Southeast Asia’s leading superapp serving millions with mobility, delivery, and digital financial solutions. Before stepping down from her operational and board roles in 2024, she played a key role in driving Grab’s growth, leading the Technology, Strategy, and Ads divisions and, prior to that, oversaw functions including People Operations, Customer Experience, and Business Operations. She is also a global board member at Sonova Holding AG and at Endeavor, where she contributes her expertise in scaling innovative technology businesses worldwide. Ms. Tan holds a Bachelor of Engineering in Mechanical Engineering from the University of Bath and an MBA from Harvard Business School.

Executive Officers

Our executive officers are responsible for the day-to-day management of our business and operations. Each executive officer serves at the discretion of our board of directors.

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The following table sets forth the names, ages and positions of members of our executive officers as of the date of this Annual Report.

For biographical information regarding Kristo Käärmann and Emmanuel Thomassin, see “—Board of Directors” above.

Nilan Peiris has served as our Chief Product Officer since April 2021. Mr. Peiris joined Wise in 2014 as Vice President of Growth, following his time as an advisor to the Company since 2012. Before Wise, he spent six years expanding and scaling startups in the United Kingdom. As Chief Product Officer, Mr. Peiris is responsible for driving growth across Wise’s products and platform. He played a pivotal role in launching Wise Account as well as Wise Platform. Beyond his work at Wise, Mr. Peiris serves as a board member at OakNorth and invests in social impact projects through Daring Capital. Mr. Peiris holds a Bachelor’s degree in Mathematics from the University of Bristol.

Harsh Sinha has served as our Chief Technology Officer since May 2015, having also acted as our interim Chief Executive Officer from September to December 2023. As Chief Technology Officer, he has been instrumental in scaling Wise’s proprietary technology infrastructure to support millions of active customers and multi-billion-dollar transaction volumes. Before joining us, Mr. Sinha was the director of product at PayPal, where he led the product strategy and development of PayPal’s mobile apps and software. Earlier, he was a director of engineering at eBay. Mr. Sinha holds an MBA from the Haas School of Business at the University of California, Berkeley and a Bachelor’s degree in Computer Engineering from Sikkim Manipal University, India.

Family Relationships

There are no family relationships among any of our directors or executive officers.

B. Compensation

While we determined our remuneration in pounds sterling for the relevant periods presented below, these amounts have been converted to U.S. dollars for the purposes of this “Compensation” section. Unless indicated otherwise, any non-U.S. dollar denominated amounts in this section have been calculated based on the average exchange rate for the year ended March 31, 2026 of £1 to $1.32. These translations should not be considered representations that any such amounts have been, could have been, or could be converted into U.S. dollars at that or any other exchange rate as of that or any other date.

For the financial year ended March 31, 2026, the total compensation paid to our non-executive directors, executive directors and executive officers as a group was $18,178,159.51. For our non-executive directors, this amount is comprised solely of cash fees. For our executive directors and executive officers, this amount includes salary, equity awards granted during the year, sabbatical allowance, private medical insurance, relocation expenses and/or pension-related benefits, in each case, as applicable. No bonuses were awarded or paid to our executive directors or executive officers during the financial year ended March 31, 2026.

We do not set aside or accrue any amounts to provide pension, retirement or similar benefits to our non-executive directors, executive directors and executive officers. We made defined contribution pension contributions or provided a pension allowance on behalf of our executive directors and executive officers in an aggregate amount of $56,787.51 during the financial year ended March 31, 2026, which amount is included in the foregoing aggregate compensation figure.

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Remuneration of Non-Executive Directors

The remuneration of our non-executive directors is set by our board of directors, taking into account the time and responsibility involved in each role, and the remuneration for the Chair of the board of directors is set by the Compensation Committee.

The schedule of fees for the Wise Group plc non-executive directors for the financial year ended March 31, 2026 is set forth in the table below:

The following table sets forth the aggregate remuneration received by each non-executive director for the financial year ended March 31, 2026:

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Remuneration of Executive Directors

The table below reflects the amount of compensation paid and benefits in kind granted, to the executive directors, during the financial year ended March 31, 2026.

Equity Awards

During the financial year ended March 31, 2026, equity awards were granted to Mr. Thomassin in respect of Class A ordinary shares under the Company’s Long Term Incentive Plan (the “LTIP”). Mr. Thomassin received a “normal” award of nil cost options with a maximum opportunity set at 400% of salary as detailed below. Neither Mr. Käärmann nor any non-executive director received any equity awards during the financial year ended March 31, 2026.

Annual LTIP Award

The performance measures and targets for the financial year ended March 31, 2026 for the performance award portion of this normal LTIP award are set out below:

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The performance underpins for the service-based portion of the award are as follows. In the financial year ended March 31, 2025, the Remuneration Committee determined that the first tranche of the service-based element of the normal annual LTIP award would vest in full, after an assessment of the following performance factors:

Satisfactory financial performance over the relevant vesting period, as determined by the Compensation Committee, taking into account volume growth, profit, and/or revenue performance.

Following assessment of the performance underpins for the financial year ended March 31, 2026, the Compensation Committee is expected to approve that the service-based element of the annual LTIP FY2026 award and second tranche of the annual FY2025 LTIP award should vest in full in April 2026.

Executive Director Employment Agreements

Wise Group plc currently employs our executive directors pursuant to the terms of a service agreement entered into between Wise Group plc and each executive director.

Kristo Käärmann

Pursuant to this agreement, Mr. Käärmann is entitled to a gross annual base salary of £197,000 (equivalent to $260,907 as of March 31, 2026). This salary is subject to annual review. Mr. Käärmann does not currently have any entitlement to a bonus or equity awards.

Mr. Käärmann is entitled to participate in the Company’s applicable pension and private medical expenses insurance plans. Mr. Käärmann is entitled to reimbursement of reasonable expenses incurred in the course of his duties. The period of notice required to terminate Mr. Käärmann’s employment is three months. The agreement does not provide Mr. Käärmann with any contractual severance benefits, but the Company may terminate Mr. Käärmann’s employment at any time with immediate effect by making a payment in lieu of notice in respect of the salary (only) that would otherwise be due during his notice period.

Emmanuel Thomassin

Pursuant to this agreement, Mr. Thomassin is entitled to a gross annual base salary of £500,000 (equivalent to $662,200 as of March 31, 2026). This salary is subject to annual review. The agreement provides that Mr. Thomassin may be eligible to participate in the LTIP and/or any other cash-based or share-based incentive plans, subject to approval by the duly appointed Compensation Committee. However, Mr. Thomassin has no contractual entitlement to such incentives.

Mr. Thomassin is entitled to participate in the Company’s applicable pension and private medical expenses insurance plans. Mr. Thomassin is also entitled to reimbursement of reasonable expenses incurred in the course of his duties. The period of notice required to terminate Mr. Thomassin’s employment is six months.

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The agreement does not provide Mr. Thomassin with any contractual severance benefits, but the Company may terminate Mr. Thomassin’s employment at any time with immediate effect by making a payment in lieu of notice in respect of the salary (only) that would otherwise be due during his notice period.

Non-Executive Director Appointment Letters

Each of our non-executive directors is engaged by Wise Group plc on a letter of appointment that sets out the director’s duties and responsibilities. The appointment of each non-executive director is terminable by either party on one months’ written notice. The non-executive directors do not receive benefits upon termination or resignation from their respective positions as directors.

Equity Plans

We maintain the following equity plans for employees including certain former employees (and, where the specific rules permit, non-executive directors and/or non-employee contractors): the TransferWise 2016 Share Option Plan (the “2016 Option Plan”); the Rules of the TransferWise 2021 Equity Incentive Plan (the “2021 EIP”) and the LTIP. The 2016 Option Plan, the 2021 EIP and the LTIP are referred to collectively as the “Legacy Plans.”

The TransferWise 2016 Share Option Plan

The 2016 Option Plan was adopted on June 15, 2016 and amended on February 27, 2019 and April 8, 2026, and permitted the grant of unapproved options and U.K. tax advantaged options, and was also designed to comply with certain U.S. tax legislation. No awards were granted under the 2016 Option Plan following the adoption of the LTIP in 2021 and no awards remain unvested. The outstanding options under the 2016 Option Plan are exercisable up to December 22, 2030. Awards covering an aggregate of 11,827,136 Class A ordinary shares in Wise plc were outstanding under the 2016 Option Plan as of March 31, 2026.

The Rules of the TransferWise 2021 Equity Incentive Plan

The 2021 EIP was adopted on January 1, 2021, and permitted the grant of nil cost options or restricted share units. No awards were granted under the 2021 EIP following the adoption of the LTIP. Only nil cost options were granted under the 2021 EIP. No awards remain unvested. The outstanding options under the 2021 EIP are exercisable up to 2031. Awards covering an aggregate of 1,489,726 Class A ordinary shares were outstanding under the 2021 EIP as of March 31, 2026.

The Rules of the Wise Group plc Long Term Incentive Plan

The LTIP was adopted on June 18, 2021 for the grant of incentive-based share plan awards over Class A ordinary shares in Wise plc after Wise plc’s listing on the London Stock Exchange. Awards covering an aggregate of 23,252,645 Class A ordinary shares in Wise plc were outstanding under the LTIP as of March 31, 2026.

During the financial year ended March 31, 2026, we granted equity awards pursuant to the LTIP in respect of an aggregate of 11,475,425 of Class A ordinary shares in Wise plc.

Wise Group plc 2026 Equity Incentive Plan with Non-Employee Sub-Plan

On April 8, 2026, we adopted the Wise Group plc 2026 Equity Incentive Plan, including the Non-Employee Sub-Plan (collectively, the “2026 Plan”) as a vehicle to continue granting equity to our, and our affiliates’, current and prospective employees, together with our officers, non-executive directors and consultants.

This plan is intended to provide a means through which to grant equity throughout our business through a more customary and streamlined U.S.-style incentive plan in the event of a primary listing on a U.S. stock exchange. Following the adoption of the 2026 Plan, we do not expect to make further equity grants under the Legacy Plans.

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The 2026 Plan has an initial share pool of 102,567,200 Wise Group plc Class A ordinary shares (which represents approximately 10% of our current issued and outstanding Class A ordinary shares). In addition, such number of Class A ordinary shares reserved for issuance under the 2026 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2027 and ending on (and including) January 1, 2036, in an amount equal to 10% of the total number of all classes of shares of the Company that have been issued as of December 31 of the preceding year subject to the Company having sufficient authorized but unissued shares. The Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of Class A ordinary shares. A form of the 2026 Plan will be filed as an exhibit to this Annual Report.

Wise Employee Share Trust

We established the Wise Employee Share Trust (the “EST”) to assist with our obligations to satisfy historical and future share awards under certain of our equity plans, as well as to reduce the effect of future dilution on existing shareholders arising from the share-based compensation offered to employees. The trustee of the EST has waived its right to receive dividends on any shares held by the EST. We provide financing to the EST to either purchase our shares on the open market, or to subscribe for newly issued share capital to meet our obligation to provide shares when employees exercise their options or awards.

We paid approximately $473 million to the EST during the financial year ended March 31, 2026.

Clawback Policy

Our board of directors has adopted an Incentive Compensation Recoupment Policy (“Clawback Policy”) in compliance with Section 10D of the Exchange Act and applicable rules of Nasdaq. The Clawback Policy will be administered by our Compensation Committee and will provide that if we are required to record an accounting restatement, then we will seek to recover incentive-based compensation from certain current or former executive officers that was erroneously awarded and received during the three completed fiscal years immediately preceding the date we are required to record such accounting restatement, as well as any transition period (resulting from a change in our financial year) within or immediately following those three completed financial years. During the fiscal year ended March 31, 2026, we were not required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to our Clawback Policy. The Clawback Policy is filed as Exhibit 97 to this Annual Report.

C. Board Practices

Composition of Our Board of Directors

Our board of directors consists of nine members. The board of directors has determined that each of David Wells, Clare Gilmartin, Elizabeth G. Chambers, Terri Duhon, Scott Hill, Alastair Rampell and Hooi Ling Tan does not have a relationship that would interfere with the exercise of their independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under the applicable Nasdaq listing standards. Neither Mr. Käärmann nor Mr. Thomassin qualify as independent under the applicable Nasdaq listing standards due to their respective positions as employees of our company.

In accordance with the articles of association, our board of directors is divided into two classes of directors, designated as Class I and Class II, as follows:

Each class consists, as nearly as possible, of a number of directors equal to one-half of the total number of directors. The Class I directors will stand for re-election at the next annual general meeting and the Class II directors will stand for re-election at the subsequent annual general meeting, in each case to be re-elected to hold office for a term ending upon the conclusion of the second annual general meeting following their re-election.

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At each succeeding annual general meeting, directors shall be appointed to succeed, and/or be re-appointed to continue, as the directors of the class whose term expires at such annual general meeting for a term ending upon the conclusion of the second annual general meeting following their re-election.

Committees of Our Board of Directors

Our board of directors has four standing committees: an Audit Committee, a Risk Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. In April 2026, our board of directors restructured its committee framework, including: (i) renaming the “Audit and Risk Committee” to the “Audit Committee”, (ii) establishing a separate Risk Committee, (iii) renaming the “Remuneration Committee” to the “Compensation Committee”, and (iv) renaming the “Nomination Committee” to the “Nominating and Corporate Governance Committee”. References in this Annual Report to any of the committees for periods prior to April 2026 refer to the committee names prior to the restructuring. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee consists of Scott Hill, Clare Gilmartin and Terri Duhon. The chair of the Audit Committee is Scott Hill. Our board of directors has determined that each member of the Audit Committee satisfies the independence requirements under the applicable Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In addition, our board of directors has determined that Scott Hill is an “audit committee financial expert” within the meaning of SEC regulations.

The primary purpose of the Audit Committee is to discharge the responsibilities of our board of directors with respect to oversee the governance of our risk management system with respect to financial and accounting risks, financial reporting, the external audit process, internal control and related assurance processes. The Audit Committee operates under a written charter that complies with Nasdaq rules and its responsibilities pursuant to the written charter include:

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Risk Committee

The Risk Committee consists of Elizabeth G. Chambers, Terri Duhon and Scott Hill. The chair of the Risk Committee is Terri Duhon. The primary purpose of our Risk Committee is to assist our board of directors in fulfilling its oversight responsibilities with respect to our risk management and control framework. The Risk Committee operates under a written charter and its responsibilities pursuant to the written charter include:

Compensation Committee

The Compensation Committee consists of Elizabeth G. Chambers, Alastair Rampell and Hooi Ling Tan. The chair of the Compensation Committee is Elizabeth G. Chambers. Our board of directors has determined that each member of the Compensation Committee is independent under the applicable Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 under the Exchange Act.

The primary purpose of our Compensation Committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our senior executives, directors and other senior management, as appropriate. The Compensation Committee operates under a written charter and its responsibilities pursuant to the written charter include:

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Clare Gilmartin, Kristo Käärmann, Hooi Ling Tan and David Wells. The chair of the Nominating and Corporate Governance Committee is David Wells. Our board of directors has determined that a majority of members of the Nominating and Corporate Governance Committee are independent under applicable Nasdaq listing standards. Because we are a foreign private issuer, we are not required to (i) have a nominating committee comprised solely of independent directors or (ii) otherwise have director nominees selected, or recommended for the board of directors’ selection, by a majority of the independent directors in a vote in which only independent directors participate.

The Nominating and Corporate Governance Committee operates under a written charter and its responsibilities pursuant to the written charter include:

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D. Employees

The tables below comprise a breakdown of the number of our employees as of the end of each of the past three financial years by (i) employee activity and (ii) geographic location.