{"url_path":"/sec/wse/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 Key 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":26915,"has_tables":true,"body_markdown":"Item 3. Key Information\n\nA. [Reserved]\n\nB. Capitalization and Indebtedness\n\nNot applicable.\n\nC. Reasons for the Offer and Use of Proceeds\n\nNot applicable.\n\nD. Risk Factors\n\nInvesting 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.\n\nSummary of Selected Risk Factors\n\n \n\n \n•\n \n\nFuture revenue and growth depend on our ability to retain existing customers, attract new customers and increase transaction volume with both new and existing customers.\n\n \n\n \n•\n \n\nOur 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.\n\n \n\n \n•\n \n\nUse of our products and services for illegal, improper or fraudulent activities could harm our business, financial condition, operating results, reputation and prospects.\n\n \n\n \n•\n \n\nWe 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.\n\n \n\n \n•\n \n\nWe 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.\n\n \n\n \n•\n \n\nOur failure to manage and safeguard our customer funds properly could materially harm our business.\n\n \n\n1\n\n##### Table of Contents\n\n \n•\n \n\nIf 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.\n\n \n\n \n•\n \n\nWe may be unable to compete successfully against existing and future competitors that employ a variety of existing business models and technologies or new innovations.\n\n \n\n \n•\n \n\nIncreases in transaction, processing and other fees could increase our costs, affect our profitability, cause us to lose customers or otherwise limit our operations.\n\n \n\n \n•\n \n\nIf 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.\n\n \n\n \n•\n \n\nWe are exposed to risk relating to our use of and dependence on artificial intelligence as well as machine learning systems and we may face challenges in properly managing their use, which could result in legal liability, financial loss or reputational harm.\n\n \n\n \n•\n \n\nUnfavorable geopolitical or macroeconomic conditions could limit our ability to grow our business and negatively affect our operating results.\n\n \n\n \n•\n \n\nOur 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.\n\n \n\n \n•\n \n\nWe 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.\n\n \n\n \n•\n \n\nOur business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation.\n\n \n\n \n•\n \n\nIf 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.\n\n \n\n \n•\n \n\nOur (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.\n\n \n\n \n•\n \n\nAny failure to obtain, maintain, protect or enforce our intellectual property and proprietary rights could impair our ability to protect our brand and technology.\n\n \n\n \n•\n \n\nAs a result of being 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.\n\n \n\n \n•\n \n\nIn connection with our preparation for 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.\n\n \n\n \n•\n \n\nThe 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.\n\n \n\n \n•\n \n\nAs the rights of shareholders under Jersey law differ from those under U.S. law, you may have fewer protections as a shareholder.\n\n \n\n2\n\n##### Table of Contents\n\nRisks Related to Our Business and Operations\n\nFuture revenue and growth depend on our ability to retain existing customers, attract new customers and increase transaction volume with both new and existing customers.\n\nOur 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.\n\nWe 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.\n\nOur 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.\n\nThe 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.\n\nAs 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.\n\nIf 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. We may have disputes\n\n \n\n3\n\n##### Table of Contents\n\nwith 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.\n\nIf, 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.\n\nUse of our products and services for illegal, improper or fraudulent activities could harm our business, financial condition, operating results, reputation and prospects.\n\nPayments 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.\n\nOur 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.\n\nOur 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\n\n \n\n4\n\n##### Table of Contents\n\nexisting customers or otherwise diminish our customer experience, any of which could harm our business, financial condition, operating results and prospects.\n\nWe 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.\n\nWe 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.\n\nIn 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.\n\nIn 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.\n\nWe 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.\n\nOur 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\n\n \n\n5\n\n##### Table of Contents\n\ntechniques, 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. 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.\n\nOur failure to manage and safeguard our customer funds properly could materially harm our business.\n\nIn 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.\n\nOur 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.\n\nIf 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.\n\nWe 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\n\n \n\n6\n\n##### Table of Contents\n\nfinancial intermediaries, such as industry payment systems and banks, with whom we interact on a daily basis. 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.\n\nWe may be unable to compete successfully against existing and future competitors that employ a variety of existing business models and technologies or new innovations.\n\nThe 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.\n\nThe 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.\n\nThe 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.\n\nIncreases in transaction, processing and other fees could increase our costs, affect our profitability, cause us to lose customers or otherwise limit our operations.\n\nOur 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\n\n \n\n7\n\n##### Table of Contents\n\nand 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.”\n\nOur 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.\n\nIf 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.\n\nWe 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.\n\nSome 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.\n\nIt 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\n\n \n\n8\n\n##### Table of Contents\n\noutages, data losses, and disruptions of our business. 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.\n\nFuture 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.\n\nIn 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.\n\nWhile 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.\n\nIf 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.\n\nCertain 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.\n\nWe 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\n\n \n\n9\n\n##### Table of Contents\n\nprocessing 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.\n\nOur 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.\n\nReal or perceived errors, failures, bugs or defects in our infrastructure or products could adversely affect our reputation and harm our business.\n\nOur 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.\n\nIn 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.\n\nUnfavorable geopolitical or macroeconomic conditions could limit our ability to grow our business and negatively affect our operating results.\n\nWe 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.\n\n \n\n10\n\n##### Table of Contents\n\nOur 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.\n\nOur exposure to market risk, particularly interest rate risk, could adversely affect our financial condition and operating results.\n\nWe 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.\n\nSpecifically, 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.\n\nWhile 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.\n\nSee “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Quantitative and Qualitative Disclosures About Market Risk” for additional information.”\n\nOur 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\n\nWe 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.\n\nWe 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.\n\nWe 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\n\n \n\n11\n\n##### Table of Contents\n\nemployees resulting from the hiring or departure of these personnel. 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.\n\nIn 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.\n\nWe 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.\n\nOur 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:\n\n \n\n \n•\n \n\nour ability to attract new customers;\n\n \n\n \n•\n \n\nour ability to retain and increase transaction volume with our existing customers;\n\n \n\n \n•\n \n\nfluctuations in demand for our products and services or pricing of our fees associated with our products and services, including as a result of any product unavailability or system downtime;\n\n \n\n \n•\n \n\nour ability to maintain and expand our relationships with our payment processing and banking partners;\n\n \n\n \n•\n \n\nuse of our products and services for illegal, improper or fraudulent activities;\n\n \n\n \n•\n \n\nchanges in competitive dynamics of our industry, including the development or introduction of new platforms or services by our competitors that provide better customer experience, lower pricing and / or adapt customers’ demands more than our current suite of products;\n\n \n\n \n•\n \n\ncyberattacks, cybersecurity breaches, service outages or other similar incidents with respect to the delivery and use of our products and services;\n\n \n\n \n•\n \n\nour ability to control amount or timing of costs, including our operating expenses;\n\n \n\n \n•\n \n\nthe amount and timing of noncash expenses, including share-based compensation expense, depreciation and amortization and other noncash charges;\n\n \n\n \n•\n \n\nthe amount and timing of costs associated with recruiting, training and integrating new employees and retaining and motivating existing employees;\n\n \n\n \n•\n \n\nfluctuations in market interest rates, which impact interest earned on funds held for customers, or foreign currency exchange rates;\n\n \n\n \n•\n \n\nthe effects of any potential acquisitions and their integration;\n\n \n\n12\n\n##### Table of Contents\n\n \n•\n \n\nthe impact of new accounting pronouncements;\n\n \n\n \n•\n \n\nawareness of our brand and our reputation;\n\n \n\n \n•\n \n\nour ability to comply with existing and future regulatory developments in the markets in which we currently and may in the future operate, including in connection with any audits, inspections or investigations from the responsible regulatory authorities in such jurisdictions;\n\n \n\n \n•\n \n\nchanges in our effective tax rate or our ability to comply with applicable tax laws in the markets in which we currently and may in the future operate, including in connection with any audits, examinations, or investigations from the responsible tax authorities in such jurisdictions;\n\n \n\n \n•\n \n\nour ability to introduce new and existing products and services in new jurisdictions, including obtaining new and maintaining existing licenses; and\n\n \n\n \n•\n \n\ngeneral economic conditions and geopolitical forces, both domestically and abroad, as well as economic conditions specifically affecting industries in which our customers participate.\n\nAny 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.\n\nOur 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.\n\nOur 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.\n\nWe 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.\n\nThe 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).\n\n \n\n13\n\n##### Table of Contents\n\nWe 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.\n\nIn 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.\n\nThe 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.\n\nFurther, 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.\n\nExisting and any future indebtedness could adversely affect our ability to operate our business.\n\nWe 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\n\n \n\n14\n\n##### Table of Contents\n\notherwise not be able to continue to meet those covenants. See “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”\n\nOur current and future indebtedness, together with our other financial obligations and contractual commitments, could have significant adverse consequences on our business, including:\n\n \n\n \n•\n \n\nrequiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, potential acquisitions, international expansion, new product development, marketing and other general corporate purposes;\n\n \n\n \n•\n \n\nincreasing our vulnerability to adverse changes in general economic, industry and market conditions, including changes in interest rates and credit risk appetites;\n\n \n\n \n•\n \n\nlimiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and\n\n \n\n \n•\n \n\nplacing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.\n\nWe 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.\n\nWe are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.\n\nWe 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.\n\nWe 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.\n\nWe 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.\n\n \n\n15\n\n##### Table of Contents\n\nWe 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.\n\nRisks Related to Regulatory Compliance and Governmental Matters\n\nOur business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation.\n\nOur 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.\n\nRegulators 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.\n\nAny 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\n\n \n\n16\n\n##### Table of Contents\n\ngovernment authorities in different jurisdictions. 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.\n\nIf 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.\n\nFurther, 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:\n\n \n\n \n•\n \n\nprohibit, restrict and/or impose taxes or fees on payment transactions in, to or from certain countries or with certain governments, individuals and entities;\n\n \n\n \n•\n \n\nimpose new requirements, change requirements or re-interpret existing requirements regarding the acquisition of local currency for disbursement to recipients;\n\n \n\n \n•\n \n\nimpose additional customer identification or due diligence requirements, including requirements to verify the professional, immigration or other status of customers;\n\n \n\n \n•\n \n\nimpose additional third-party provider due diligence and vendor management requirements;\n\n \n\n \n•\n \n\nimpose additional disclosures, reporting or recordkeeping requirements, or additional enhanced transaction monitoring;\n\n \n\n \n•\n \n\nlimit the types of entities capable of providing cross-border payment services, impose additional licensing or registration requirements on us, or our third-party providers, or impose additional requirements on us with regard to selection or oversight of our third-party providers;\n\n \n\n \n•\n \n\nimpose or increase minimum capital or other financial requirements on us or our third-party providers;\n\n \n\n \n•\n \n\nlimit or restrict the revenue which may be generated from money movement, including transaction fees and revenue derived from foreign exchange or investment services;\n\n \n\n \n•\n \n\nrequire we provide additional, jurisdiction-specific consumer protection rights to our customers across multiple jurisdictions;\n\n \n\n \n•\n \n\nrequire the principal amount of money originated in a country to be held or invested in that country or held in a trust until the relevant governmental agencies are paid;\n\n \n\n \n•\n \n\nlimit the number or principal amount of payments that may be sent to or from a jurisdiction, or the amount of certain currencies that may be held within a jurisdiction, whether by an individual, through one third-party provider, or in aggregate;\n\n \n\n \n•\n \n\nimpose more stringent information technology, AI, cybersecurity, privacy and operational security requirements on us or our third-party providers and their service providers, including relating to data transfers and the use of cloud infrastructure; and\n\n \n\n17\n\n##### Table of Contents\n\n \n•\n \n\nimpose additional risk management and related governance and oversight requirements, including relating to the outsourcing of services to other group companies or to third parties.\n\nIn 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.\n\nOn 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.\n\nIf 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.\n\nIf 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.\n\nThe 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.\n\nNevertheless, 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.\n\nAs 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.\n\nSome of the jurisdictions where we operate, like the United Kingdom, require us to comply with certain regulatory capital and liquidity requirements. If the capital requirements to which we are subject increase, or if\n\n \n\n18\n\n##### Table of Contents\n\nnew 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.\n\nWe 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.\n\nIn 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.\n\nWe 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.\n\nCertain 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.\n\nThe 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.\n\nRegulators 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.\n\nIn 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\n\n \n\n19\n\n##### Table of Contents\n\nour own customers. 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.\n\nSecond, 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.\n\nIf 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.\n\nOur 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.\n\nThe 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.\n\nIn 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.\n\nIn 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.\n\nThese 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.\n\n \n\n20\n\n##### Table of Contents\n\nGovernmental 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.\n\nThe 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.\n\nRegulators 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.\n\nWe 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.\n\nMany 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.\n\nIf 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.\n\nWhile 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\n\n \n\n21\n\n##### Table of Contents\n\nsuspension 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. 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.\n\nWe are subject to economic sanctions laws and regulations. We could face liability and other serious consequences for violations that could harm our business.\n\nWe 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.\n\nWe 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.\n\nViolations 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.\n\nOur (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.\n\nIn 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.\n\nEuropean 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\n\n \n\n22\n\n##### Table of Contents\n\nKingdom’s General Data Protection Regulation (“U.K. 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.\n\nAdditionally, 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.\n\nIn 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.\n\nA 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\n\n \n\n23\n\n##### Table of Contents\n\nfrom regulators, individual litigants, and activist groups. 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.\n\nAdditionally, 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.\n\nIn 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.\n\nNumerous 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.\n\nIn 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\n\n \n\n24\n\n##### Table of Contents\n\nincreasing 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. 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.\n\nIn 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.\n\nObligations 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.\n\nApplicable 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.\n\nAny 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.\n\n \n\n25\n\n##### Table of Contents\n\nWe are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws.\n\nOur 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.\n\nWe 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.\n\nRisks Related to Our Intellectual Property\n\nAny failure to obtain, maintain, protect or enforce our intellectual property and proprietary rights could impair our ability to protect our brand and technology.\n\nOur 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.\n\nThese 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\n\n \n\n26\n\n##### Table of Contents\n\nenforce our intellectual property or which grant third parties greater rights over our intellectual property. 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.\n\nThe 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.\n\nWe 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.\n\nWe 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.\n\nWe 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.\n\nCompanies 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.\n\nLastly, like any other business we are not protected from bogus, and disingenuous intellectual property infringement disputes filed by malicious actors such as patent trolls.\n\n \n\n27\n\n##### Table of Contents\n\nAlthough 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.\n\nWe 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.\n\nAlthough 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.\n\nIn 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.\n\nWe 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.\n\nWe 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.\n\nIn 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.\n\n \n\n28\n\n##### Table of Contents\n\nProvisions in various agreements to which we are party potentially expose us to substantial liability for intellectual property infringement, data protection violations and other losses.\n\nOur 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.\n\nRisks Related to Tax Matters\n\nEvolving 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.\n\nAs 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.\n\nTax 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.\n\nIf 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.\n\nAs 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.\n\n \n\n29\n\n##### Table of Contents\n\nIn 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.\n\nThe 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.\n\nThe 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.\n\nIn 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.\n\nIf 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.\n\nA 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.\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 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\n\n \n\n30\n\n##### Table of Contents\n\nwe 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. 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.\n\nIf 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.\n\nIf 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.\n\nWise 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.\n\nRisks Related to Being a Public Company in the United States\n\nWe 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.\n\nAs 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.\n\nAs 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.\n\nAs 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\n\n \n\n31\n\n##### Table of Contents\n\nindependent 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”).\n\nOur 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.\n\nWe 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.\n\nThe 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.\n\nIn 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.\n\nA 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.\n\n \n\n32\n\n##### Table of Contents\n\nAs 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:\n\n \n\n \n•\n \n\nWe identified deficiencies within our transaction level business processes related to the identification of risks of material misstatement, effective design of key controls, the creation and retention of the evidence of control operation, the design of review controls, methods for confirming the accuracy and completeness of reports and information used in the performance of controls, and segregation of duties controls.\n\n \n\n \n•\n \n\nAs a result of the complexity in our finance systems environment, we have identified deficiencies in the review and approval of manual journal entries and the flow of these journal entries into our core finance ledger.\n\n \n\n \n•\n \n\nWe have identified a number of deficiencies relating to IT general controls on the systems that underpin our internal controls over financial reporting. The key areas of control deficiency relate to access management, change management, interface management and third-party management.\n\n \n\n \n•\n \n\nWhen considering the above-mentioned material weaknesses, we have identified the root cause against the components of effective internal control under the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework, in the components of risk assessment, control environment, control activities, information & communication and monitoring.\n\n \n\n \n•\n \n\nOverarching the above, we lacked a sufficient complement of personnel with an appropriate level of internal controls and U.S. GAAP accounting knowledge and experience commensurate with U.S. financial reporting requirements.\n\nWe have developed a remediation plan and are in the process of implementing the actions associated with the plan, which include the following:\n\n \n\n \n•\n \n\nbuilding an operating model and team to support the uplift of controls across business process, IT and entity level control domains and the annual cycle of activities associated with management’s report on the effectiveness of internal control over financial reporting;\n\n \n\n \n•\n \n\ncompleting the documentation of processes, risks and controls for internal control over financial reporting and the assessment of the design, implementation and operating effectiveness of those controls under U.S. financial reporting requirements;\n\n \n\n \n•\n \n\ndeveloping detailed remediation plans for each of the deficiencies identified through this process and by our external auditors, governed by a steering committee which is chaired by the Chief Financial Officer, to ensure adequate attention is given to these activities; and\n\n \n\n \n•\n \n\nregular reporting to our management and Audit Committee on the status of internal control over financial reporting assessment and remediation.\n\nThere 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.\n\nThe 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. We cannot\n\n \n\n33\n\n##### Table of Contents\n\nassure 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.”\n\nAs 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.\n\nWe 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.\n\nIn 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.\n\nIn 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.\n\nIf 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.\n\n \n\n34\n\n##### Table of Contents\n\nRisks Related to Ownership of Our Class A Ordinary Shares\n\nThe 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.\n\nOur 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.\n\nThe market price of our Class A ordinary shares may be volatile, and the value of our Class A ordinary shares may decline.\n\nThe 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:\n\n \n\n \n•\n \n\nactual or anticipated fluctuations in our financial condition or operating results;\n\n \n\n \n•\n \n\nvariance in our financial performance from our forecasts or the expectations of securities analysts;\n\n \n\n \n•\n \n\nchanges in our revenue mix;\n\n \n\n \n•\n \n\nchanges we make to the pricing of our products and services;\n\n \n\n \n•\n \n\nchanges in our projected operating and financial results;\n\n \n\n \n•\n \n\nchanges in laws or regulations applicable to our products and services;\n\n \n\n \n•\n \n\nannouncements by us or our competitors of significant business developments or new products and services;\n\n \n\n \n•\n \n\nsignificant security or data breaches, disruptions or other incidents involving our infrastructure or products and services;\n\n \n\n \n•\n \n\nour involvement in litigation;\n\n \n\n \n•\n \n\nfuture sales of our Class A ordinary shares by us or our shareholders;\n\n \n\n \n•\n \n\nchanges in senior management or key personnel;\n\n \n\n \n•\n \n\nthe trading volume of our Class A ordinary shares;\n\n \n\n \n•\n \n\nchanges in the anticipated future size and growth rate of our market;\n\n \n\n \n•\n \n\nrumors and market speculation involving us or other companies in our industry;\n\n \n\n \n•\n \n\noverall performance of the equity markets; and\n\n \n\n \n•\n \n\ngeneral political, social, economic and market conditions, in both domestic and our foreign markets, including effects of increased interest rates, inflationary pressures, bank failures and macroeconomic uncertainty and challenges.\n\n \n\n35\n\n##### Table of Contents\n\nBroad 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.\n\nOur Class A ordinary shares are listed on more than one stock exchange, and this may result in price variations between the exchanges.\n\nOur 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.\n\nFuture 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.\n\nSales 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.\n\nIn 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.\n\nWe 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.\n\nWe 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.\n\nWe 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.\n\nRisks Related to Our Incorporation under the Laws of Jersey\n\nAs the rights of shareholders under Jersey law differ from those under U.S. law, you may have fewer protections as a shareholder.\n\nWise 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.\n\n \n\n36\n\n##### Table of Contents\n\ncorporations. 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.\n\nThe 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.\n\nThe 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.\n\nIn 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.\n\nFurthermore, 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.\n\nAs 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.\n\nOur 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.\n\nOur 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\n\n \n\n37\n\n##### Table of Contents\n\nadopt 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.\n\nThese 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.\n\nU.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us, our executive officers or our board of directors.\n\nWe 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.\n\nInvestors 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.\n\nIn 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.\n\nFurther, 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.\n\nThese 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.\n\nIt 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.\n\n \n\n38\n\n##### Table of Contents\n\nThe 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.\n\nGeneral Risks\n\nAny future litigation against us could be costly and time-consuming to defend.\n\nWe 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.\n\nNatural disasters, catastrophic events, public health crises or other similar events may have serious adverse consequences on our business, financial condition and operating results.\n\nA 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.\n\nFurther, 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.\n\nAll 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.\n\nIf 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.\n\nThe 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\n\n \n\n39\n\n##### Table of Contents\n\npublish 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. 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.\n\nOur insurance coverage will not fully protect us from all types of losses.\n\nWe 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."}