{"url_path":"/sec/wse/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2099039/0001193125-26-282911-index.html","accession_number":"0001193125-26-282911","cik":"0002099039","ticker":"WSE","issuer_name":"Wise Group plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2099039/0001193125-26-282911-index.html","primary_entity_key":"0002099039","primary_entity_name":"Wise Group plc"},"word_count":14176,"has_tables":true,"body_markdown":"Item 10. Additional Information\n\nA. Share Capital\n\nAs of May 31, 2026, 1,025,164,562 Class A ordinary shares, nominal value $0.01 per share, and 204,338,749 Class B ordinary shares, nominal value $0.000000001 per share, were issued and outstanding. All issued shares are fully paid. In connection with the Reorganization Transaction completed on May 8, 2026, Wise Group plc issued Class A ordinary shares and Class B ordinary shares to holders of the corresponding classes of shares of Wise Limited on a 1:1 basis (excluding shares held by Excluded Shareholders). For additional information regarding the rights attaching to our shares, see “—B. Memorandum and Articles of Association.” For information regarding shares issuable under our equity incentive plans, see “Item 6.B. Directors, Senior Management and Employees—Compensation—Equity Plans.”\n\nB. Memorandum and Articles of Association\n\nIntroduction\n\nWise Group plc was incorporated under the laws of Jersey, Channel Islands as a public limited company on June 17, 2025 with registration number 160362 and having its registered office address at 3rd Floor, 44 Esplanade, St. Helier, JE4 9WG, Jersey, Channel Islands.\n\nThe following represents a summary of certain key provisions of the memorandum of association (the “Memorandum”) and the Articles of Wise Group plc, as well as a description of relevant provisions of the Jersey Companies Law. The summary does not purport to be a summary of all of the provisions of the Memorandum or the Articles and it is subject to and qualified in its entirety by reference to the Memorandum and Articles, each of which is incorporated by reference as an exhibit to this Annual Report. We encourage you to read the Memorandum and Articles for additional information.\n\nKey Provisions in our Memorandum of Association and Articles of Association\n\nObjects and Purposes\n\nNeither the Memorandum nor the Articles stipulate any particular objects or purposes of Wise Group plc and no objects or purposes are required to be stated by the Jersey Companies Law.\n\n \n\n96\n\n##### Table of Contents\n\nOrdinary Shares\n\nDividend and Liquidation Rights\n\nHolders of Class A ordinary shares are entitled to receive equally, share for share, any dividends that may be declared in respect of our Class A ordinary shares by the board of directors out of funds lawfully available for such purpose under Jersey law. Our board of directors has the power to declare interim dividends as it determines. Declaration of a final dividend (not exceeding the amount recommended by our board of directors) requires shareholder approval by adoption of an ordinary resolution. Failure to obtain such shareholder approval does not affect previously paid interim dividends.\n\nHolders of Class B ordinary shares have no right to receive dividends or other distributions, except as provided in the Articles upon a winding-up.\n\nIn the event of our liquidation, after satisfaction of liabilities to creditors, the surplus assets of the company shall be applied:\n\n \n\n \n•\n \n\nfirst, in paying to each holder of Class B ordinary shares the nominal value of their Class B ordinary shares (pro rata if insufficient); and\n\n \n\n \n•\n \n\nsecond, the balance among holders of Class A ordinary shares pro rata to the number of Class A ordinary shares held.\n\nSuch rights may be affected by the grant of preferential dividend or distribution rights to the holders of a class or series of preferred shares that may be authorized in the future. The Articles provide that any dividend which has remained unclaimed for a period of 10 years from the date of declaration shall, if the board of directors so resolves, be forfeited and cease to remain owing by Wise Group plc and shall thereafter belong to Wise Group plc absolutely.\n\nVoting, Shareholder Meetings and Resolutions\n\nEach Class A ordinary share carries one vote on all matters submitted to a vote of holders of ordinary shares.\n\nEach Class B ordinary share carries nine votes, subject to the following restrictions:\n\n \n\n \n•\n \n\nClass B voting rights are non-transferable and may only be exercised by the original holders to whom such shares were issued under the Scheme.\n\n \n\n \n•\n \n\nClass B voting rights are subject to caps:\n\n \n\n \n•\n \n\nFor most Class B shareholder groups, the aggregate votes cannot exceed one vote less than 35% of the total eligible votes on any resolution.\n\n \n\n \n•\n \n\nFor Kristo Käärmann’s Class B shareholder group, while he serves as Chief Executive Officer, the cap is one vote less than 50% of the total eligible votes on any resolution; if he ceases to be Chief Executive Officer, the 35% cap applies.\n\n \n\n \n•\n \n\nAny votes in excess of these caps are treated as Affected Votes (as defined in the Articles) and are disregarded for voting purposes.\n\n \n\n \n•\n \n\nClass B voting rights cease permanently upon certain events, including death of the holder, any transfer of the Class B share or its corresponding Class A share, an indirect change of control of the holder, or at 23:59 (London time) on the tenth anniversary of the effective date of the Scheme, after which the Class B share is automatically redeemed for no consideration and canceled.\n\nAll shareholder resolutions are decided on a poll. There is no cumulative voting.\n\n \n\n97\n\n##### Table of Contents\n\nUnder Jersey law, an annual general meeting must be held once every calendar year and within 18 months of the previous annual general meeting. The Articles provide that the quorum for a general meeting is two qualifying persons present and entitled to vote. Should we cease to qualify as a foreign private issuer under the Exchange Act (or such other date as specified in the Articles) (referred to as the “Domestic Issuer Transition Date”), the quorum requirement would also include that those qualifying persons together hold at least one-third of the issued shares entitled to vote (excluding treasury shares) or such higher percentage as may be required by the U.S. stock exchange on which our Class A ordinary shares are then listed.\n\nExtraordinary general meetings may be called by the board of directors or by requisition of shareholders holding not less than 10% of the voting rights. At least 14 clear days’ notice must be given for any general meeting. Shareholders of record are entitled to attend and may appoint one or more proxies to attend and vote on their behalf.\n\nAn ordinary resolution (such as a resolution for the declaration of a final dividend) requires approval by a simple majority of votes cast. A special resolution (such as a resolution to amend the Memorandum or the Articles) requires approval by at least two-thirds of votes cast. There are no provisions in the Jersey Companies Law or the Articles relating to cumulative voting.\n\nAmendments to Governing Documents\n\nA special resolution is required to amend the Memorandum or the Articles, approve any change in authorized share capital, or approve a liquidation or winding-up. A special resolution requires at least 14 clear days’ notice of the relevant general meeting and approval by the holders of two-thirds of the votes cast at the meeting.\n\nRequirements for Advance Notification of Shareholder Nominations and Proposals\n\nThe Articles establish advance notice and related procedures with respect to shareholder proposals and nominations of candidates for election as directors. In summary:\n\n \n\n \n•\n \n\nPrior to the Domestic Issuer Transition Date: Shareholders have no right to propose business at an annual general meeting other than through the board of directors.\n\n \n\n \n•\n \n\nFollowing the Domestic Issuer Transition Date: Shareholders may nominate directors or propose other business at an annual general meeting if they comply with certain notice and disclosure requirements, including providing specified information about the proposing shareholder, any associated persons, and the proposed nominee or business. Notice must generally be delivered not earlier than 150 days and not later than 120 days before the anniversary of the preceding year’s annual general meeting, subject to adjustments if the meeting date changes by more than 30 days.\n\nLimits on Written Consents\n\nShareholder action by written resolution is permitted only while holders of Class B ordinary shares collectively hold a simple majority of the total voting rights. During that period, written resolutions (including special resolutions, except for removal of auditors) may be passed by the requisite majority without a meeting. At all other times, shareholder action may only be taken at a duly convened meeting.\n\nNotices\n\nEach shareholder of record is entitled to receive at least 14 clear days’ notice of a general meeting. For the purposes of determining the shareholders entitled to notice and to vote, the board of directors may fix a record date not less than 10 days and not more than 60 days before the meeting.\n\n \n\n98\n\n##### Table of Contents\n\nModification of Class Rights\n\nThe rights attached to any class of shares (unless otherwise provided by the terms of issue of that class) may be varied with the consent in writing of holders of at least two-thirds in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of that class.\n\nDirectors\n\nPowers of Directors\n\nOur business is managed by the board of directors, which may exercise all powers not required by Jersey law or the Articles to be exercised by shareholders in a general meeting. These powers include the ability to borrow money and issue shares within the limits of the Articles.\n\nBoard Structure and Terms\n\nUpon the adoption of the Articles, our directors will be divided into two classes, Class I and Class II, serving staggered terms. At the first annual general meeting following adoption of the Articles, Class I directors will stand for re-election for a term ending at the second annual general meeting thereafter; Class II directors will stand for re-election at the second annual general meeting following adoption of the Articles for a similar term. Thereafter, directors are elected for terms ending at the second annual general meeting following their re-election. Directors serve until their successors are duly appointed or until earlier removal or resignation.\n\nElection and Removal\n\nDirectors may be elected by ordinary resolution of shareholders or appointed by the board to fill vacancies or as additional directors. Shareholders may remove a director by ordinary resolution at any time, without cause. The board may also remove a director in certain circumstances specified in the Articles.\n\nConflicts of Interest\n\nThe Articles, to the fullest extent permitted by Jersey law, renounce any interest or expectancy that we may have in business opportunities presented to our directors or certain shareholders, except where expressly offered to a director in writing solely in their capacity as a director of our company.\n\nChange in Control\n\nThe Articles do not contain a specific provision that delays, defers or prevents a change in control of our company. However, the board of directors is authorized to issue additional shares, including preferred shares, in accordance with a shareholder rights plan which could be used for a variety of corporate purposes, including to deter a takeover attempt. Jersey law does not prohibit a company from adopting a shareholder rights plan and the Articles authorize the board to adopt such a plan, except while we are subject to the U.K. City Code on Takeovers and Mergers.\n\nExclusive Forum Provision\n\nOur 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\n\n \n\n99\n\n##### Table of Contents\n\nregulations thereunder. 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. We believe our forum selection provisions will benefit us by providing increased consistency in the application of the laws of Jersey and the U.S. federal securities laws.\n\nOther Jersey Law Considerations\n\nPurchase of Own Shares\n\nAs with declaring a dividend, we may not buy back or redeem our shares unless our directors who authorize the buyback or redemption have made a statutory solvency statement that, immediately following the date on which the buyback or redemption is proposed, we will be able to discharge our liabilities as they fall due and, having regard to prescribed factors, we will be able to continue to carry on business and discharge our liabilities as they fall due for the 12 months immediately following the date on which the buyback or redemption is proposed (or until we are dissolved on a solvent basis, if earlier).\n\nIf the above conditions are met, we may purchase our shares in the manner described below:\n\n \n\n \n•\n \n\nWe may purchase on a stock exchange our fully paid shares pursuant to a special resolution of our shareholders.\n\n \n\n \n•\n \n\nWe may purchase our own fully paid shares other than on a stock exchange pursuant to a special resolution of our shareholders, but only if the purchase is made on the terms of a written purchase contract which has been approved in advance by an ordinary resolution of our shareholders. The shareholder from whom we propose to purchase or redeem ordinary shares is not entitled to vote in respect of the ordinary shares to be purchased.\n\n \n\n \n•\n \n\nWe may fund a redemption or purchase of our shares from any source. We cannot purchase our shares if, as a result of such purchase, only redeemable shares would remain in issue.\n\nIf authorized by a resolution of our shareholders, any shares that we redeem or purchase may be held by us as treasury shares. Any shares held by us as treasury shares may be canceled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferring them. Shares redeemed or purchased by us are canceled where we have not been authorized to hold such shares as treasury shares.\n\nMandatory Purchases and Acquisitions\n\nThe Jersey Companies Law provides that where a person has made an offer to acquire a class or all of our outstanding ordinary shares not already held by the person and has as a result of such offer acquired or contractually agreed to acquire 90% or more of such outstanding ordinary shares, that person is then entitled (and may be required) to acquire the remaining ordinary shares. In such circumstances, a holder of any such remaining ordinary shares may apply to the courts of Jersey for an order that the person making such offer not be entitled to purchase the holder’s ordinary shares or that the person purchase the holder’s ordinary shares on terms different to those under which the person made such offer.\n\nCompromises and Arrangements\n\nWhere we and our creditors or shareholders or a class of either of them propose a compromise or arrangement between us and our creditors or its shareholders or a class of either of them (as applicable), the courts of Jersey may order a meeting of the creditors or class of creditors, or of our shareholders or class of shareholders (as applicable), to be called in such a manner as the court directs.\n\nAny compromise or arrangement approved by a majority in number present and voting at the meeting representing 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon us and all the creditors, shareholders or members of the specific class of either of them (as applicable).\n\n \n\n100\n\n##### Table of Contents\n\nWhether our capital is to be treated as being divided into a single or multiple class(es) of shares is a matter to be determined by the court. The court may in its discretion treat a single class of shares as multiple classes, or multiple classes of shares as a single class, for the purposes of the shareholder approval referred to above taking into account all relevant circumstances, which may include circumstances other than the rights attaching to the shares themselves.\n\nComparison of Delaware Corporate Law and Jersey Corporate Law\n\nJersey companies are governed by the Jersey Companies Law. The Jersey Companies Law differs from laws applicable to Delaware corporations and their shareholders. For comparison purposes, set forth below is a summary of some significant differences between the laws applicable to companies incorporated in the State of Delaware and the provisions of the Jersey Companies Law applicable to Wise Group plc. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and Jersey law.\n\n \n\nDelaware Corporate Law\n\n  \n\nJersey Corporate Law\n\nMergers and Similar Arrangements; Appraisal Rights\n\nUnder the Delaware General Corporation Law, with certain exceptions, a (i) merger, (ii) consolidation, and (iii) sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by the Delaware Court of Chancery) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90% of each class of capital stock, without a vote by the shareholders of such subsidiary. Upon any such merger in which the parent does not own all of the stock of the subsidiary immediately prior to the merger, dissenting shareholders of the subsidiary would have appraisal rights.\n  \n\nA sale or disposal of all or substantially all the assets of a Jersey company must be approved by the board of directors and, only if the articles of association of the company require, by the shareholders in a general meeting. A merger involving a Jersey company must be generally documented in a merger agreement, which must be approved by special resolution (being a two-thirds majority, if the articles of association of the company do not specify a greater majority) of shareholders of that company.\n\n \n\nThere are no appraisal rights under the Jersey Companies Law.\n\nShareholders’ Suits\n\nClass actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion in certain circumstances to permit the winning party to recover incurred attorneys’ fees.\n  \nUnder Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of a company’s affairs, including a proposed or actual act or omission by a company, is “unfairly prejudicial” to the interests of shareholders generally or of some part of shareholders, including at least the shareholder making the application.\n\n \n\n101\n\n##### Table of Contents\n\n  \n\n \n\nThere may also be customary law personal actions available to shareholders. Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), a court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders.\n\nShareholder Vote on Board and Management Compensation\n\nUnder the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws. While the Delaware General Corporation Law grants the board this power, directors setting their own compensation are still constrained by their fiduciary duties (discussed below).\n  \nSubject to the Articles, the board of directors may set the compensation of directors and members of management.\n\nAnnual Vote on Board Renewal\n\nUnless directors are elected by written consent in lieu of an annual meeting, directors are elected at an annual meeting of shareholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible.\n\n \n\nClassified boards are permitted.\n\n  \n\nUnless otherwise stated in the Articles, directors of Jersey companies may be elected at any meeting of shareholders including the annual general meeting. Re-election is possible.\n\n \n\nClassified boards are permitted.\n\nIndemnification of Directors and Executive Officers and Limitation of Liability\n\nThe Delaware General Corporation Law provides that a certificate of incorporation may eliminate or limit the personal liability of directors and officers for monetary damages for breach of a fiduciary duty as a director or officer, except no provision may eliminate or limit the liability of:\n\n \n\n•\n\na director or officer for any breach of the duty of loyalty to the corporation or its shareholders;\n\n \n\n•\n\na director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;\n\n \n\n•\n\na director for statutory liability for unlawful payment of dividends or unlawful share purchase or redemption;\n\n  \n\nThe Jersey Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty.\n\n \n\nHowever, a Jersey company may exempt from liability and indemnify directors and officers for liabilities:\n\n \n\n•\n\nincurred in defending any civil or criminal legal proceedings where:\n\n \n\n•\n\njudgment is given in the person’s favor or the person is acquitted;\n\n \n\n•\n\nthe proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or\n\n \n\n102\n\n##### Table of Contents\n\n \n\n•\n\na director or officer for any transaction from which the director or officer derived an improper personal benefit; or\n\n \n\n•\n\nan officer in any action by or in the right of the corporation.\n\n \n\nA Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; and the person, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.\n\n \n\nA Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any action or suit by or in the right of the corporation to secure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and except that no indemnification shall be made in respect of any claim as to which such person has been found liable to the corporation unless and only to the extent that the court determines that, despite the adjudication of liability but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for those expenses which the court deems proper.\n\n  \n\n \n\n•\n\nthe proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person’s resistance to the proceedings;\n\n \n\n•\n\nincurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company;\n\n \n\n•\n\nincurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or\n\n \n\n•\n\nincurred in a case in which the company normally maintains insurance for persons other than directors.\n\nUnless ordered by a court, any foregoing indemnification is subject to a determination that the director or officer has met the applicable standard of conduct:\n\n \n\n•\n\nby a majority vote of the directors who are not parties to the proceeding, even though less than a quorum;\n\n \n\n•\n\nby a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum;\n\n \n\n•\n\nby independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or\n\n \n\n•\n\nby the shareholders.\n\n  \n\n \n\n103\n\n##### Table of Contents\n\n \n\nTo the extent that a present or former director or certain officers of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to above, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.\n\n  \n\nDirectors’ Fiduciary Duties\n\nA director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components:\n\n \n\n•\n\nthe duty of care; and\n\n \n\n•\n\nthe duty of loyalty.\n\n \n\nThe duty of care requires that a director consider all material information reasonably available before taking board action.\n\n \n\nThe duty of loyalty requires that a directors act free of self-interest and in good faith with the honest belief that their actions are in the best interests of the company and its shareholders. They must not use their corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally.\n\n \n\nIn general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation and its shareholders.\n\n  \n\nUnder the Jersey Companies Law, a director of a Jersey company, in exercising the director’s powers and discharging the director’s duties, has a duty to:\n\n \n\n•\n\nact honestly and in good faith with a view to the best interests of the company; and\n\n \n\n•\n\nexercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.\n\n \n\nCustomary law is also an important source of law in the area of directors’ duties in Jersey as it expands upon the general duties and obligations of directors. The Jersey courts view English common law as highly persuasive in this area.\n\n \n\nIn summary, the following duties will apply in connection with this general fiduciary duty: a duty to act in good faith and in what they bona fide considers to be the best interests of the company; a duty to exercise powers for a proper purpose; a duty to avoid any actual or potential conflict between their own and the company’s interests; and a duty to account for profits and not take personal profit from any opportunities arising from their directorship, even if they is acting honestly and for the good of the company. However, the articles of association of a company may permit the director to be personally interested in arrangements involving the company (subject to the requirement to have disclosed such interest).\n\nShareholder Action by Written Consent\n\nA Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.\n  \nIf permitted by the articles of association, a written consent signed and passed by the specified majority of members may affect any matter that otherwise may be brought before a shareholders’ meeting, except for the removal of a company’s auditors. Such consent shall be deemed effective when the\n\n \n\n104\n\n##### Table of Contents\n\n  \n\ninstrument, or the last of several instruments, is signed by the specified majority of members or on such later date as is specified in the resolution.\n\n \n\nThe Articles state that if Class B shareholders hold at least a simple majority of total voting rights, they may pass written shareholder resolutions (including special resolutions, but not auditor removals) with the required voting majority, without holding a meeting or giving notice. Such resolutions may be signed in counterparts and by authorized representatives. Except in these circumstances or where allowed by law, written resolutions are not permitted.\n\nShareholder Proposals; Special Meetings of Shareholders\n\nA shareholder of a Delaware corporation generally may put proposals before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents.\n\n \n\nA special meeting may be called by the board of directors or any other person authorized to do so in the governing documents. Shareholders may be precluded from calling special meetings.\n\n  \n\nThe Jersey Companies Law does not provide for a shareholder right to put a proposal before the shareholders at the annual general meeting.\n\n \n\nShareholders holding 10% or more of a Jersey company’s voting rights and entitled to vote at the relevant meeting may legally require such company’s directors to call a meeting of shareholders. The Jersey Financial Services Commission may, at the request of any officer, secretary or shareholder, call or direct the calling of an annual general meeting. Failure to call an annual general meeting in accordance with the requirements of the Jersey Companies Law is a criminal offence on the part of a Jersey company and its directors and secretary.\n\nCumulative Voting\n\nUnder the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it.\n  \nThere are no provisions in the Jersey Companies Law relating to cumulative voting.\n\nRemoval of Directors\n\nAny director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (i) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, stockholders may remove a director only for cause and (ii) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such\n  \n\nThere is no statutory right under Jersey Companies Law for shareholders to remove directors of a company.\n\n \n\nIf provided for in the articles of association, a director may be removed from office by the holders of ordinary shares by special resolution or other threshold only for “cause” (as defined in the articles of association). In addition, a director may be removed by resolution made by the board of directors\n\n \n\n105\n\n##### Table of Contents\n\ndirector if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which such director is a part.\n  \n\nfor “cause” if the articles of association provide for such a right.\n\n \n\nUnder the Articles, the office of a director shall be vacated if all of the other directors sign a notice stating that the relevant director should cease to hold office.\n\nTransactions with Interested Directors or Controlling Stockholders\n\nUnder a safe harbor provision in the Delaware General Corporation Law, certain enumerated interested or conflicted acts or transactions with interested directors or officers, or with controlling stockholders, may not be the subject of equitable relief, or give rise to an award of damages, by reason of a claim based on a breach of fiduciary duty by a director, officer, controlling stockholder or a member of a control group, if one or more of certain protective measures are implemented (depending on the circumstances), or if the transaction “is fair to the corporation and its stockholders.”\n\n \n\n•\n\nAn interested director or officer transaction is protected by the statutory safe harbor if it is either:\n\n \n\n•\n\nApproved by a majority of the disinterested directors on the board or a committee (committee approval required in some instances); or\n\n \n\n•\n\nApproved or ratified by an informed and uncoerced vote of a majority of the votes cast by the disinterested stockholders; or\n\n \n\n•\n\nFair to the corporation and its stockholders\n\n \n\n•\n\nConflicted “controlling stockholder transactions” (other than a going private transaction are protected by the statutory safe harbor if it is either:\n\n \n\n•\n\nApproved by a majority of the disinterested directors on a committee; or\n\n \n\n•\n\nConditioned on the approval of the disinterested stockholders before being submitted for a vote, and the transaction is approved by an informed, uncoerced vote of a majority of the votes cast by the disinterested stockholders; or\n\n \n\n•\n\n“Fair to the corporation and its stockholders”\n\n \n\n•\n\nControlling stockholder going private transactions are protected by the statutory safe harbor if the transaction:\n\n  \n\nAn interested director must disclose to the company the nature and extent of any interest in a transaction with the company, or one of its subsidiaries, which to a material extent conflicts or may conflict with the interests of the company and of which the director is aware.\n\n \n\nFailure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction and directing that the director account to the company for any profit.\n\n \n\nA transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution of shareholders and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting.\n\n \n\nAlthough it may still order that a director account for any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into.\n\n \n\n106\n\n##### Table of Contents\n\n \n\n•\n\nComplies with both of the two protective measures applicable to other conflicted controlling stockholder or control group transactions; or\n\n \n\n•\n\nIs “fair to the corporation and its stockholders”\n\n  \n\nTransactions with Interested Shareholders\n\nThe Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in a business combination (as defined in Delaware General Corporation Law Section 203) with an “interested shareholder” for three years following the date that such person becomes an interested shareholder, unless, among other things, the business combination is approved by the board of directors and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. An interested shareholder generally is a person or group that (i) owns 15% or more of the corporation’s outstanding voting shares or (ii) in the case of affiliates or associates of the corporation, owns or owned 15% of the corporation’s outstanding voting shares at any time within the past three years.\n  \nThe Jersey Companies Law has no comparable provision. As a result, a Jersey company cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, as a general matter, such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.\n\nThis has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\n  \n\nDissolution; Winding Up\n\nUnless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares entitled to vote thereon. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\n  \n\nUnder the Jersey Companies Law, a Jersey company may be voluntarily dissolved, liquidated or wound up by a special resolution of the shareholders. In addition, a company may be wound up by the courts of Jersey if the court is of the opinion that it is just and equitable to do so or that it is expedient in the public interest to do so.\n\n \n\nAlternatively, a creditor with a claim against a Jersey company of not less than £3,000 may apply to the Royal Court of Jersey for the property of that\n\n \n\n107\n\n##### Table of Contents\n\n  \ncompany to be declared en désastre (being the Jersey law equivalent of a declaration of bankruptcy). Such an application may also be made by the Jersey company itself without having to obtain any shareholder approval.\n\nVariation of Rights of Shares\n\nGenerally speaking, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment to the certificate of incorporation if the amendment would (i) increase or decrease the aggregate number of authorized shares of such class (unless otherwise provided in the original certificate or the amendment creating such class), (ii) increase or decrease the par value of the shares of such class, or (iii) alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences, or special rights of a series of stock, but does not so affect the entire class, then only the shares of the series so affected by the amendment are entitled to a separate series vote.\n  \n\nUnder Jersey law, the rights attached to any class of shares may only be varied (unless otherwise provided in the articles of association or by the terms of issue of that class) with the written consent of the holders of two-thirds of the shares of such class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.\n\n \n\nThe Articles state that the rights attached to any class (unless otherwise provided by the terms of issue of that class), such as voting, dividends and the like, may be varied with the consent in writing of the holders of at least two-thirds in nominal value of the issued shares of that class or with the authority of a special resolution passed at a separate general meeting of the holders of those shares.\n\nAmendment of Governing Documents\n\nGenerally speaking, and subject to the rights of certain holders of a class or series of stock to a separate class or series vote in certain circumstances, a Delaware corporation’s certificate of incorporation may be amended with the approval of a majority of the outstanding shares entitled to vote thereon, unless the certificate of incorporation provides for a higher vote.\n\n \n\nStockholders are entitled to amend the bylaws of the corporation. By default, that requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote, though a greater vote can be provided for in the corporation’s organizational documents. The board of directors may amend the bylaws if it is granted the authority to do so in the corporation’s certificate of incorporation.\n\n  \nThe memorandum of association and the articles of association of a Jersey company may only be amended by special resolution (being a two-thirds majority if the articles of association of the company do not specify a greater majority) passed by shareholders in general meeting or by written resolution (if not prohibited by the articles of association) signed by either all the shareholders entitled to vote or, if authorized by the articles of association, a two-thirds majority (if the articles of association of the company do not specify a greater majority).\n\nBlank Check Preferred Stock/Shares\n\nA Delaware corporation’s certificate of incorporation may give the board of directors authority to issue, out of the authorized class of preferred stock, preferred stock in series and designate the powers, preferences and rights thereof without stockholder approval. This authority can help in preventing a takeover attempt. In\n  \nSubject to the restrictions in the Articles, the Articles give the board of directors the right to provide for other classes of shares, including series of preferred shares, out of the authorized but unissued share capital, which could be utilized for a variety of corporate purposes, including future offerings to raise\n\n \n\n108\n\n##### Table of Contents\n\naddition, subject to certain fiduciary duty limitations, Delaware law does not prohibit a corporation from adopting a shareholder rights plan which could help to prevent a takeover attempt.\n  \n\ncapital for corporate purposes or for use in employee benefit plans.\n\n \n\nWhere the U.K. City Code on Takeovers and Mergers does not apply to a company, Jersey law does not prohibit a company from adopting a shareholder rights plan which could prevent a takeover attempt.\n\nInspection of Books and Records\n\nShareholders of a Delaware corporation, upon written demand under oath, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and certain other specified books and records of the corporation and its subsidiaries, if any, subject to certain conditions. Among other things, a shareholder may inspect and copy the corporation’s books and records only if (i) the shareholder’s demand is made in good faith and for a proper purpose; (ii) the shareholder’s demand describes with reasonable particularity the shareholder’s purpose and the books and records the stockholder seeks to inspect, and (iii) the books and records sought are specifically related to the shareholder’s purpose.\n  \n\nThe register of shareholders and books containing the minutes of general meetings or of meetings of any class of shareholders of a Jersey company must, during business hours, be open to the inspection of a shareholder of the company without charge.\n\n \n\nThe register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge.\n\nPayment of Dividends\n\nThe board of directors may approve a dividend without shareholder approval. Subject to any restrictions contained in its certificate of incorporation, the board may declare and pay dividends either:\n\n \n\n•\n\nout of its surplus; or\n\n \n\n•\n\nin case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.\n\n \n\nShareholder approval is required to amend the certificate of incorporation to authorize capital stock in excess of that currently provided for in the certificate of incorporation.\n\n  \n\nSubject to restrictions in the Articles, a Jersey company may make a distribution at any time and out of any source (other than the nominal capital account or capital redemption reserve) provided that the directors of the company who authorize the distribution make a statutory solvency statement confirming that they have formed the opinion that immediately following the date on which the distribution is proposed and for a 12 month period thereafter the company will be able to discharge its liabilities as they fall due.\n\n \n\nLikewise, authorizing directors must also make a statutory solvency statement in the event of redeeming or purchasing the company’s shares.\n\nCreation and Issuance of New Shares\n\nAll creation of shares requires the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation. Directors may issue authorized shares without shareholder approval, subject to applicable Nasdaq\n  \nPursuant to authority vested in the board under the memorandum and articles of association, the board of directors may authorize the issuance of new shares through a resolution.\n\n \n\n109\n\n##### Table of Contents\n\nlisting rules, which require shareholder approval in certain circumstances, including issuances of 20% or more of the Company’s outstanding ordinary shares and certain issuances in connection with acquisitions and equity compensation arrangements.\n  \n\nC. Material Contracts\n\nOur material contracts include the Revolving Credit Facility and the deed of trust for the EMTN Program. For a description of the Revolving Credit Facility and EMTN Program, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” Other than the foregoing and as otherwise described in this Annual Report, we have not entered into any material contracts outside the ordinary course of business during the two years preceding the date of this Annual Report.\n\nD. Exchange Controls\n\nThere are no governmental laws, decrees, regulations or other legislation in Jersey that may affect the import or export of capital, including the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-resident holders of our Class A ordinary shares, other than withholding tax requirements. For information regarding exchange controls and restrictions on capital movements in other jurisdictions in which we operate, see “Item 3.D. Key Information—Risk Factors—Unfavorable geopolitical or macroeconomic conditions could limit our ability to grow our business and negatively affect our operating results,” ”Item 3.D. Key Information—Risk Factors—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.” and “Item 4.B. Information on the Company—Business Overview—Government Regulation.”\n\nE. Taxation\n\nWise Group plc is a Jersey incorporated company that is intended to be resident for tax purposes solely in the U.K.\n\nThe following sections provide an overview of certain Jersey, U.K. and U.S. tax considerations, and are not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our ordinary shares in each such jurisdiction. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.\n\nCertain Jersey Tax Considerations\n\nThe following summary of the anticipated treatment of Wise Group plc and holders of shares (other than residents of Jersey) is based on Jersey taxation law and practice as it is understood to apply at the date of this Annual Report and may be subject to any changes in Jersey law. It does not constitute legal or tax advice and does not address all aspects of Jersey tax law and practice (including such tax law and practice as it applies to any land or building situated in Jersey). It also does not deal with any Jersey tax considerations applicable to any Excluded Shareholder. Accordingly, prospective investors should consult their own tax advisers regarding tax considerations with respect to their investment in Wise.\n\nShareholders should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs from, taxation may change and may alter the benefits of the investment in Wise Group plc.\n\n \n\n110\n\n##### Table of Contents\n\nUnder the Income Tax (Jersey) Law 1961 (as amended), an entity shall be regarded as tax resident in Jersey as it is incorporated under the Companies Law unless:\n\n \n\n \n•\n \n\nits business is centrally managed and controlled outside Jersey in a country or territory where the highest rate at which any company may be charged to tax on any part of its income is 10% or higher; and\n\n \n\n \n•\n \n\nthe entity is resident for tax purposes in that country or territory.\n\nIt is intended that Wise Group plc will not be resident for tax purposes in Jersey and not subject to any rate of tax in Jersey as it will instead be resident in the United Kingdom where the tax rate is in excess of 10%.\n\nFor so long as Wise Group plc is managed and controlled in the United Kingdom and therefore deemed not to be tax resident in Jersey, it is entitled to pay dividends to shareholders without any withholding or deduction for or on account of Jersey income tax. Shareholders who are not resident for income tax purposes in Jersey are not subject to taxation in Jersey in respect of any income or gains arising in respect of the shares held by them. Shareholders who are resident for income tax purposes in Jersey will be subject to income tax in Jersey on any dividends paid on shares held by them or on their behalf.\n\nThere is no stamp duty in Jersey on the issue or transfer of shares. On the death of an individual holder (whether or not such individual was resident in Jersey), duty at rates of up to 0.75% of the value of the relevant shares (subject to a cap on liability of £100,000) may be payable upon the registration of a grant of probate or letters of administration which would be required in order to transfer the shares of a deceased sole shareholder. There is no capital gains tax, estate duty or inheritance tax in Jersey nor is there any tax on gifts.\n\nGoods and Services Tax\n\nPursuant to the Goods and Services Tax (Jersey) Law 2007 (the “2007 Law”), Jersey goods and services tax is payable on the supply of applicable goods and services at the rate of 5%. For so long as Wise Group plc is an ‘international services entity’ under the 2007 Law, having satisfied the requirements of the Goods and Services Tax (International Service Entities) (Jersey) Regulations 2007, as amended, a supply of goods or a service made by Wise Group plc shall not be a taxable supply for the purposes of the 2007 Law.\n\nInformation Reporting\n\nInformation relating to the shares, their holders and beneficial owners may be required to be provided to tax authorities in certain circumstances pursuant to domestic or international reporting and transparency regimes. This may include (but is not limited to) information relating to the value of shares, amounts paid or credited with respect to shares, details of the holders or beneficial owners of shares and information and documents in connection with transactions relating to shares. In certain circumstances, the information obtained by a tax authority may be provided to tax authorities in other countries.\n\nEconomic Substance\n\nThe Taxation (Companies—Economic Substance) (Jersey) Law 2018 (the “Substance Law”) came into force on January 1, 2019.\n\nIt is intended that Wise Group plc be managed and controlled in the United Kingdom and therefore will not be deemed to be tax resident in Jersey. Accordingly, the Substance Law will not apply to Wise Group plc.\n\nNo Restrictions on Capital Movement or Shareholding Rights for Non-Residents\n\nThere are no governmental laws, decrees, regulations or other legislation in Jersey that may affect the import or export of capital, including the availability of cash and cash equivalents for use by us, or that may\n\n \n\n111\n\n##### Table of Contents\n\naffect the remittance of dividends, interest, or other payments by us to non-resident holders of our Class A ordinary shares, other than withholding tax requirements. There is no limitation imposed by Jersey law or our Articles on the right of non-residents to hold or vote shares.\n\nCertain United Kingdom Tax Considerations\n\nThe following discussion is a summary of certain limited aspects of the U.K. taxation treatment of holding and disposing of our Class A ordinary shares. It does not constitute legal or tax advice and does not purport to be a complete analysis of all applicable U.K. tax considerations, including the circumstances in which holders of our Class A ordinary shares may benefit from an exemption or relief from U.K. taxation. The discussion (including any reference to rates of taxation) is based on current U.K. tax legislation and HM Revenue and Customs (“HMRC”) practice (which may not be binding on HMRC), in each case as of the date of this Annual Report, both of which are subject to change, possibly with retrospective effect. It is written on the basis that the company does not (and will not) directly or indirectly derive 75% or more of its qualifying asset value from U.K. land, and that the company is and remains resident solely in the United Kingdom for tax purposes and will be subject to the U.K. tax regime and not the Jersey tax regime or the U.S. tax regime save as set out above under “—Certain Jersey Tax Considerations” and below under “—Certain Material U.S. Federal Income Tax Considerations for U.S. Holders.”\n\nThe discussion is intended as a general guide and, in particular, does not deal with certain types of holders of Class A ordinary shares, such as financial institutions, pension schemes, charities, tax-exempt organizations, trustees, intermediaries, market makers, brokers, dealers in securities, persons who have or could be treated for tax purposes as having acquired their Class A ordinary shares by reason of their office, employment or as carried interest, collective investment schemes, persons who hold investments in any HMRC-approved arrangements or schemes, persons connected to us, insurance companies and persons subject to U.K. tax under the foreign income and gains regime that came into force in the United Kingdom with effect from April 6, 2025. It also does not deal with any U.K. tax considerations applicable to any Excluded Shareholder.\n\nSpecial tax provisions not covered by this discussion may in particular apply to persons who have acquired or who acquire their Class A ordinary shares pursuant to the exercise of options or other awards.\n\nReferences below to “U.K. Shareholders” are to holders of our Class A ordinary shares (a) who are resident for tax purposes in, and only in, the United Kingdom and do not have a permanent establishment, branch, agency (or equivalent) or fixed base in any other jurisdiction with which the holding of the Class A ordinary shares is connected, (b) in the case of individuals, to whom “split year” treatment does not apply, (c) who hold their Class A ordinary shares as an investment (other than under a self-invested personal pension plan or individual savings account); and (d) who are the absolute beneficial owners of their Class A ordinary shares.\n\nWe anticipate that the tax treatment summarized under the headings “Income from Class A ordinary shares” and “Disposal of Class A ordinary shares” will apply to U.K. Shareholders whose Class A ordinary shares are represented by DIs, including on the basis that the DI depositary should be treated as holding the Class A ordinary shares on trust (as bare trustee under English law) for such U.K. Shareholders.\n\nTHESE PARAGRAPHS ARE A SUMMARY OF CERTAIN U.K. TAX CONSIDERATIONS AND ARE INTENDED AS A GENERAL GUIDE ONLY. IT IS RECOMMENDED THAT ALL HOLDERS OF OUR CLASS A ORDINARY SHARES OBTAIN ADVICE AS TO THE CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF THEIR SHARES IN THEIR OWN SPECIFIC CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS. IN PARTICULAR, NON-U.K. RESIDENT PERSONS ARE ADVISED TO CONSIDER THE POTENTIAL IMPACT OF ANY RELEVANT DOUBLE TAXATION AGREEMENTS.\n\n \n\n112\n\n##### Table of Contents\n\nIncome from Class A Ordinary Shares\n\nDividends\n\nDividends paid by us will not be subject to any withholding or deduction for or on account of U.K. tax.\n\nIncome Tax\n\nAn individual U.K. Shareholder may, depending on his or her particular circumstances, be subject to U.K. tax on dividends received from us. All dividends received by an individual U.K. Shareholder from us or from other sources will form part of that U.K. Shareholder’s total income for income tax purposes and will constitute the top slice of that income. A nil rate of income tax will apply to the first £500 of taxable dividend income received by the individual U.K. Shareholder in the tax year 2026/2027. Income within the nil rate band will be taken into account in determining whether income in excess of the £500 tax-free allowance falls within the basic rate, higher rate or additional rate tax bands. In the tax year 2026/2027, Dividend income in excess of the tax-free allowance will (subject to the availability of any income tax personal allowance) be taxed at 10.75% to the extent that the excess amount falls within the basic rate tax band, 35.75% to the extent that the excess amount falls within the higher rate tax band and 39.35% to the extent that the excess amount falls within the additional rate tax band.\n\nAn individual holder of Class A ordinary shares who is not resident for tax purposes in the United Kingdom should not be chargeable to U.K. income tax on dividends received from us unless he or she carries on (whether solely or in partnership) a trade, profession or vocation in the United Kingdom through a branch or agency to which the Class A ordinary shares are attributable.\n\nCorporation Tax\n\nCorporate U.K. Shareholders should not be subject to U.K. corporation tax on any dividend received from us so long as the dividends qualify for exemption, which should generally be the case for many such corporate U.K. Shareholders, although certain conditions must be met. If the conditions for the exemption are not satisfied, or such corporate U.K. Shareholder elects for an otherwise exempt dividend to be taxable, U.K. corporation tax will be chargeable on the amount of any dividends (in the tax year 2026/2027, at the main rate of 25% for companies with profits in excess of £250,000, or the small profits rate of 19% for companies with profits of £50,000 or less, with marginal relief from the main rate available to companies with profits between £50,000 and £250,000 subject to meeting certain criteria).\n\nA corporate holder of Class A ordinary shares that is not resident for tax purposes in the United Kingdom should not be chargeable to U.K. corporation tax on dividends received from us unless it carries on (whether solely or in partnership) a trade in the United Kingdom through a permanent establishment to which the Class A ordinary shares are attributable.\n\nDisposal of Class A Ordinary Shares\n\nA disposal or deemed disposal of Class A ordinary shares by a U.K. Shareholder for U.K. tax purposes may, depending on the U.K. Shareholder’s particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of capital gains tax or corporation tax on chargeable gains.\n\nIf an individual U.K. Shareholder who is subject to U.K. income tax at either the higher or the additional rate is liable to U.K. capital gains tax on the disposal of Class A ordinary shares, the current applicable rate will be 24%. For an individual U.K. Shareholder who is subject to U.K. income tax at the basic rate and liable to U.K. capital gains tax on such disposal, the current applicable rate would be 18%, save to the extent that any capital gains when aggregated with the U.K. Shareholder’s other taxable income and gains in the relevant tax year exceed the unused basic rate tax band. In that case, the rate currently applicable to the excess would be 24%.\n\n \n\n113\n\n##### Table of Contents\n\nIf a corporate U.K. Shareholder becomes liable to U.K. corporation tax on the disposal (or deemed disposal) of Class A ordinary shares, U.K. corporation tax would apply (in the tax year 2026/2027, at the main rate of 25% for companies with profits in excess of £250,000, or the small profits rate of 19% for companies with profits of £50,000 or less, with marginal relief from the main rate available to companies with profits between £50,000 and £250,000 subject to meeting certain criteria).\n\nA holder of Class A ordinary shares which is not resident for tax purposes in the United Kingdom should not normally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of Class A ordinary shares unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the United Kingdom through a branch or agency (or, in the case of a corporate holder of Class A ordinary shares, through a permanent establishment) to which the Class A ordinary shares are attributable. However, an individual holder of Class A ordinary shares who has ceased to be resident for tax purposes in the United Kingdom for a period of less than five years and who disposes of Class A ordinary shares during that period may be liable on his or her return to the United Kingdom to U.K. tax on any capital gain realized (subject to any available exemption or relief).\n\nU.K. Stamp Duty and Stamp Duty Reserve Tax\n\nIssue of Class A Ordinary Shares\n\nNo U.K. stamp duty or stamp duty reserve tax (“SDRT”) is payable on the issuance of our Class A ordinary shares.\n\nTransfers of Class A Ordinary Shares\n\nNo U.K. stamp duty will be payable on the paperless transfer of our Class A ordinary shares through the facilities of DTC.\n\nProvided that our Class A ordinary shares are not registered in a register held or maintained in the United Kingdom or paired with shares issued by a body corporate incorporated in the United Kingdom (as is our expectation), no U.K. SDRT will arise in respect of an agreement to transfer our Class A ordinary shares.\n\nIssue of DIs\n\nNo U.K. stamp duty or SDRT is payable on the issuance of depositary interests representing our Class A ordinary shares.\n\nTransfers of Depositary Interests\n\nNo U.K. stamp duty will be payable on the paperless transfer of depositary interests in CREST. HMRC has provided confirmation that no U.K. SDRT will arise on an agreement to transfer depositary interests representing the Class A ordinary shares in CREST, unless the transfer is made to a depositary receipt issuer or clearance service. In such a scenario, other than in certain specific cases (such as if an exemption is available), U.K. SDRT may, generally, arise at the rate of 1.5%. Any such U.K. SDRT will, in practice, generally be borne by the transferor.\n\nCertain Material U.S. Federal Income Tax Considerations for U.S. Holders\n\nThe following is a general summary based on present law of certain U.S. federal income tax considerations relevant to U.S. Holders (as defined below) regarding the ownership and disposition of Class A ordinary shares of Wise Group plc . It addresses only U.S. Holders (as defined below) that hold Class A ordinary shares of Wise Group plc and who hold such shares as “capital assets” within the meaning of Section 1221 of the Code and use\n\n \n\n114\n\n##### Table of Contents\n\nthe U.S. dollar as their functional currency. This summary does not address the U.S. federal estate, gift or other non-income tax considerations, alternative minimum tax considerations, special tax accounting rules under Section 451(b) of the Code, the Medicare contribution tax on certain net investment income, or any state, local or non-U.S. tax considerations. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations, such as:\n\n \n\n \n•\n \n\nbanks and other financial institutions;\n\n \n\n \n•\n \n\ninsurance companies;\n\n \n\n \n•\n \n\npension plans;\n\n \n\n \n•\n \n\ncooperatives;\n\n \n\n \n•\n \n\nregulated investment companies;\n\n \n\n \n•\n \n\nreal estate investment trusts;\n\n \n\n \n•\n \n\nbroker-dealers;\n\n \n\n \n•\n \n\ntraders that elect to use a mark-to-market method of accounting;\n\n \n\n \n•\n \n\ncertain former U.S. citizens or long-term residents;\n\n \n\n \n•\n \n\ntax-exempt entities (including private foundations);\n\n \n\n \n•\n \n\nU.S. holders who acquire or acquired their ordinary shares pursuant to any employee share option or otherwise as compensation (including, for the avoidance of doubt, U.S. holders holding options with a nil or de minimis strike price);\n\n \n\n \n•\n \n\nU.S. holders that hold or will hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated or risk reduction transaction for U.S. federal income tax purposes;\n\n \n\n \n•\n \n\npersons who are Excluded Shareholders;\n\n \n\n \n•\n \n\npersons that actually or constructively own 5% or more of the equity securities of Wise Group plc; or\n\n \n\n \n•\n \n\npartnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ordinary shares through such entities,\n\nall of whom may be subject to tax rules that differ significantly from those discussed below.\n\nIf you are a partnership (or other pass-through entity) for U.S. federal income tax purposes, the tax treatment of your partners (or other owners) will generally depend on the status of the partners, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships (or other pass-through entities) and the partners (or other owners) in such partnerships (or such other pass-through entities) should consult their tax advisers regarding the U.S. federal income tax consequences to them relating to the matters discussed below.\n\nFor purposes of this summary, a U.S. Holder means a beneficial owner of ordinary shares of Wise Group plc that for U.S. federal income tax purposes is (i) an individual citizen or resident of the United States; (ii) a corporation organized in or under the laws of the U.S., any state thereof, or the District of Columbia; (iii) a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code, or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes; or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source;\n\nThis summary is for general information only and is not tax advice. It is not a complete description of all of the tax considerations that may be relevant to a particular U.S. Holder. This discussion is based on the Code, U.S.\n\n \n\n115\n\n##### Table of Contents\n\nTreasury Regulations, and judicial and administrative interpretations thereof, all as in effect on the date hereof. All of the foregoing is subject to differing interpretations and change. Such change may apply retroactively and may affect the tax considerations described in this summary. We have not sought, and do not intend to seek, a ruling from the IRS as to any U.S. federal income tax consideration described herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below.\n\nAlthough not free from doubt, a holder of a depositary interest representing a Class A ordinary share generally should be treated for U.S. federal income tax purposes as holding the Class A ordinary shares represented by such depositary interest. The following discussion assumes that such treatment applies and references below to Class A ordinary shares include references to depositary interests representing our Class A ordinary shares. Holders of depositary interests should consult their tax advisers regarding the U.S. federal income tax consequences to them relating to the matters discussed below.\n\nPassive Foreign Investment Company Considerations\n\nA non-U.S. corporation, such as Wise plc or Wise Group plc, will be classified as a 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, each of Wise plc and Wise Group plc 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 such entity owns, directly or indirectly, at least 25% (by value) of the stock.\n\nWe 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 plc or Wise Group plc to be a PFIC for the taxable year ended March 31, 2026 or any other taxable year. While we do not expect that Wise plc or Wise Group plc should be or become a PFIC, 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 the income and assets of Wise plc or Wise Group plc, as applicable.\n\nFluctuations in the market price of ordinary shares of Wise Group plc may cause Wise Group plc 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 ordinary shares of Wise Group plc, which may be volatile. If the market capitalization of Wise Group plc subsequently declines, Wise Group plc 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 very complex, uncertain and subject to varying interpretation, and the IRS may not agree with the PFIC determinations that Wise plc or Wise Group plc make or have made and the application of the PFIC rules. Even if Wise plc or Wise Group plc determines that it is not (or was not) a PFIC for a particular tax year, the IRS is not bound by that determination and could take a different view. In light of the foregoing, our U.S. counsel expresses no opinion with respect to the PFIC status of Wise plc or Wise Group plc for any prior, current or future taxable year.\n\nIf Wise plc or Wise Group plc is a PFIC for any year during which a U.S. Holder holds ordinary shares of Wise plc or Wise Group plc, as applicable, such entity generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds such ordinary shares of Wise plc or Wise Group plc, as applicable. If Wise plc was a PFIC for any year during which a U.S. Holder held ordinary shares of Wise plc, and such shares were exchanged for ordinary shares of Wise Group plc in the Reorganization Transactions, Wise Group plc generally will be treated as a PFIC to such U.S. Holder for all succeeding years during which such U.S. Holder holds such ordinary shares of Wise Group plc. Except as specifically set forth below, the remainder of this discussion is written on the basis that neither Wise plc nor Wise Group plc has been or will be classified\n\n \n\n116\n\n##### Table of Contents\n\nas a PFIC for U.S. federal income tax purposes. If Wise plc or Wise Group plc is classified as a PFIC for any taxable year during which a U.S. Holder holds (or has held) ordinary shares of Wise plc or Wise Group plc, as applicable, the tax consequences applicable to such U.S. Holder may differ materially from, and may be materially adverse when compared to, those described herein. U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of the ownership and disposition of ordinary shares of Wise Group plc if Wise Group plc is treated as a PFIC.\n\nOwnership and Disposition of Class A Ordinary Shares\n\nDividends Paid in Respect of Class A Ordinary Shares\n\nSubject to the discussion below under the heading “Passive Foreign Investment Company Rules,” any cash distributions paid on ordinary shares of Wise Group plc out of the current or accumulated earnings and profits of Wise Group plc, as determined under U.S. federal income tax principles, generally will be includible in the gross income of a U.S. Holder as dividend income when actually or constructively received by the U.S. Holder. Because Wise Group plc does not intend to determine its earnings and profits on the basis of U.S. federal income tax principles, the full amount of any distribution paid by Wise Group plc generally will be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on ordinary shares of Wise Group plc will not be eligible for the dividends received deduction generally allowed to corporations. Dividends received by individuals and certain other non-corporate U.S. Holders may be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ordinary shares of Wise Group plc on which the dividends are paid are readily tradeable on an established securities market in the United States, or Wise Group plc is eligible for the benefits of the U.S.-U.K. income tax treaty (the “Treaty”), (2) Wise Group plc is not a PFIC for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. Wise Group plc expects that its Class A ordinary shares will be listed on a U.S. stock exchange and therefore expects that Class A ordinary shares (but not Class B ordinary shares) of Wise Group plc will qualify as readily tradeable on an established securities market in the United States, although there can be no assurance in this regard.\n\nFor foreign tax credit limitation purposes, dividends paid by Wise Group plc generally will be treated as passive category income. Because no income taxes will be withheld from dividends on ordinary shares of Wise Group plc, there will be no creditable foreign taxes associated with any dividends that a U.S. Holder will receive.\n\nSale or Other Disposition of Ordinary Shares\n\nSubject to the discussion below under the heading “Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize capital gain or loss upon the sale or other disposition of ordinary shares of Wise Group plc in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ordinary shares. Any capital gain or loss will be long-term if the ordinary shares have been held for more than one year. Long-term capital gain of individuals and certain other non-corporate U.S. Holders generally will be eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations.\n\nPassive Foreign Investment Company Rules\n\nIf Wise Group plc is classified as a PFIC for any taxable year during which a U.S. Holder holds its ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder generally will be subject to special tax rules on (1) any excess distribution that Wise Group plc makes to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S.\n\n \n\n117\n\n##### Table of Contents\n\nHolder’s holding period for ordinary shares Wise Group plc), and (2) any gain realized on the sale or other disposition of ordinary shares of Wise Group plc. Under the PFIC rules:\n\n \n\n \n•\n \n\nthe excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for ordinary shares of Wise Group plc;\n\n \n\n \n•\n \n\nthe amount allocated to the taxable year of the distribution or gain and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which Wise Group plc became a PFIC will be treated as ordinary income;\n\n \n\n \n•\n \n\nthe amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and\n\n \n\n \n•\n \n\nan additional tax equal to the interest on the resulting tax deemed deferred will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.\n\nIf Wise Group plc is a PFIC for any taxable year during which a U.S. Holder holds ordinary shares of Wise Group plc, and any of Wise Group plc’s corporate subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of Wise Group plc’s subsidiaries.\n\nAs an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that such stock is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury Regulations. Wise Group plc expects that its Class A ordinary shares (but not Class B ordinary shares) will be regularly traded on a qualified exchange, but there can be no assurance in this regard. If a U.S. Holder makes this election, the holder generally will (1) include as ordinary income for each taxable year that Wise Group plc is a PFIC the excess, if any, of the fair market value of ordinary shares of Wise Group plc held at the end of the taxable year over the adjusted tax basis of such ordinary shares and (2) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of ordinary shares of Wise Group plc over the fair market value of such ordinary shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in ordinary shares of Wise Group plc would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in a year when Wise Group plc is classified as a PFIC and Wise Group plc subsequently ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that Wise Group plc is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of ordinary shares of Wise Group plc in a year when Wise Group plc is a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.\n\nBecause as a technical matter a mark-to-market election cannot be made for any lower-tier PFICs that Wise Group plc may own, a U.S. Holder that makes the mark-to-market election may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.\n\nIf Wise Group plc is a PFIC, Wise Group plc will use reasonable efforts to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above and different from the treatment if a mark-to-market election is made. If Wise Group plc does provide such information with respect to a taxable year in which it determines that it is a PFIC, Wise Group plc cannot guarantee that such information will be made available for all years in which Wise Group plc is a PFIC or that the information will be available at the time required for any particular U.S. Holder to make a “qualified electing fund” election under Section 1295 of the\n\n \n\n118\n\n##### Table of Contents\n\nCode (a “QEF Election”). U.S. Holders should consult their tax advisors regarding the tax consequences and implications of making a QEF Election.\n\nIf a U.S. Holder owns ordinary shares of Wise Group plc during any taxable year that Wise Group plc is a PFIC, the holder must generally file an annual IRS Form 8621. You should consult your tax advisors regarding the U.S. federal income tax consequences of owning and disposing of ordinary shares of Wise Group plc if Wise Group plc (or any of their respective subsidiaries) is or becomes a PFIC.\n\nInformation Reporting and Backup Withholding\n\nPayments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding, unless (1) the U.S. Holder is a corporation or other “exempt recipient” and (2) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.\n\nCertain U.S. Holders who are individuals (or certain specified entities) may be required to report information relating to their ownership of ordinary shares of Wise Group plc, unless such ordinary shares are held in accounts at financial institutions (in which case the accounts may be reportable if maintained by non-U.S. financial institutions). U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to ordinary shares of Wise Group plc.\n\nF. Dividends and Paying Agents\n\nNot applicable.\n\nG. Statements by Experts\n\nNot applicable.\n\nH. Documents on Display\n\nWe are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. Accordingly, we are required to file reports and other information with the SEC, including Annual Reports on Form 20-F and reports on Form 6-K. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. In addition, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.\n\nWe maintain a website at http://www.wise.com. We may use our website as a means of disclosing information about the Company. Information contained in, or accessible through, our website is not a part of, and is not incorporated by reference into, this Annual Report.\n\nThe SEC maintains a website at http://www.sec.gov that contains reports and other information regarding registrants, such as Wise, that file electronically with the SEC.\n\nAny statement in this Annual Report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to this Annual Report or is incorporated herein by reference, the contract or document is deemed to modify our description. You should review the exhibits themselves for a complete description.\n\n \n\n119\n\n##### Table of Contents\n\nI. Subsidiary Information\n\nNot applicable.\n\nJ. Annual Report to Security Holders\n\nIf we are required to provide an Annual Report to security holders in response to the requirements of Form 6-K, we will submit the Annual Report to security holders in electronic format in accordance with the EDGAR Filer Manual."}