{"url_path":"/sec/wse/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company","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":13519,"has_tables":true,"body_markdown":"Item 4. Information on the Company\n\nA. History and Development of the Company\n\nGeneral History and Development\n\nFifteen years ago, we set out with a simple but visionary goal that became the mission for Wise: money without borders. To do this, we have built an innovative infrastructure to power the world’s money, achieving many important milestones along the way.\n\nIn 2012, we opened our first office in London and raised $1.3 million in seed funding.\n\nIn 2015, we expanded to the United States and Australia.\n\nIn 2016, we launched our first business product offering. Also in 2016, a bank used our new API offering—which would later become Wise Platform—to leverage our infrastructure for its customers for the first time.\n\nIn 2017, we further expanded our Asia-Pacific operations, opening an office in Singapore. We also launched our Multi-Currency Account for individuals and businesses, which became our Wise Account and Wise Business product offerings, respectively.\n\nIn 2018, we joined Faster Payments in the United Kingdom as the first non-bank payment service provider to be a directly connected settling participant. We also hired our 1,000th employee in 2018.\n\nBetween 2018 and 2019, we launched the Wise Card in the United Kingdom, European Union, United States, Australia, New Zealand and Singapore.\n\nIn 2019, we opened our Brussels office, marking our tenth key office location.\n\nIn 2020, we were granted an FCA license to offer regulated investment activities in the United Kingdom.\n\nIn 2021, we rebranded from TransferWise to Wise and completed the listing of our Class A ordinary shares on the London Stock Exchange. We also launched our “Stocks” feature for our customers to invest their money in an index tracking fund as part of our “Wise Assets” offering.\n\nIn 2022, we expanded into Brazil and Malaysia.\n\nIn 2023, we hired our 5,000th employee and launched our “Interest” feature in the United Kingdom, Singapore and a number of European countries.\n\n \n\n40\n\n##### Table of Contents\n\nIn 2025, we opened our office in Hyderabad.\n\nIn 2026, we completed our Dual Listing, transferring our primary listing to Nasdaq.\n\nCorporate Information\n\nThe legal and commercial name of our company is currently Wise Group plc. Wise Group plc was originally incorporated in June 2025 as a public limited company under the laws of Jersey registered number 160362.\n\nIn connection with the completion of our listing on Nasdaq on May 11, 2026, Wise Group plc became the ultimate parent company of Wise Limited (previously named Wise plc) and its consolidated subsidiaries on May 8, 2026 by means of a Scheme of Arrangement pursuant to Part 26 of the U.K. Companies Act 2006. Wise Group plc is Jersey incorporated and is intended to be solely a U.K. tax resident. See “Item 4.C. Information on the Company—Organizational Structure” for more information.\n\nOur principal executive office is located at 1st Floor Worship Square, 65 Clifton Street, London EC2A 4JE, United Kingdom. Our agent for service of process in the United States is BizFilings, located at 525 Junction Road, Suite 5000, Madison, Wisconsin 53717 and the telephone number is (800) 981-7183.\n\nSee “Item 5. Operating and Financial Review and Prospects” for a description of our capital expenditures and divestitures.\n\nThere has been no public takeover offer as of the date of this Annual Report by third parties in respect of our shares.\n\nWhere You Can Find More Information\n\nThe SEC maintains an internet website that contains reports and other information about issuers that file electronically with the SEC. The address of that website is www.sec.gov.\n\nOur website address is www.wise.com. We may use our website as a means of disclosing information about the Company. Information contained on or that can be accessed through our website is not incorporated by reference into this Annual Report, and you should not consider information on our website to be part of this Annual Report.\n\nB. Business Overview\n\nOur Business\n\nFifteen years ago, we set out with a simple but visionary goal that became the mission for Wise: money without borders. It should not be more expensive or less convenient to use your money in another country. People and businesses should always know what each transaction actually costs.\n\nGuided by this mission, we started with the goal of fixing overseas transfers and went on to build an account for a truly borderless experience for people and businesses using their money. An increasing number of banks and online platforms now offer our products to their customers via Wise Platform.\n\nTo power this borderless experience, we have built an innovative infrastructure for the world’s money—one that makes payments instant (in under 20 seconds), convenient, low-cost and transparent. In the year ended March 31, 2026, this infrastructure powered payments across more than 40 currencies, moved $243.5 billion across borders for 18.9 million people and businesses, and saved them approximately $3.3 billion along the way, based on our estimates of per transaction savings calculated by reference to publicly available foreign exchange\n\n \n\n41\n\n##### Table of Contents\n\nrates and fees of alternative banks and payment providers. As of March 31, 2026, our customers’ holdings across their cash and Wise Assets balances equaled $39 billion, reflecting the trust we have built with our customers. This included $9.0 billion held with Wise Assets (i.e. assets under custody), an account feature that helps our customers earn a return on their money while ensuring it remains conveniently accessible.\n\nWe are just getting started.\n\nWe market our services through three product offerings: Wise Account for personal customers, Wise Business for small and medium-sized businesses, and Wise Platform for banks, financial institutions and enterprises. We offer a range of services across all of our three product offerings. For example, both Wise Account and Wise Business customers utilize cross-border transaction services when they send money internationally or convert currencies.\n\nWise Account is our solution for individual customers to send, spend, hold and get paid in one or more currencies. One of the features of Wise Account is Wise Assets, an investment feature that allows eligible customers to elect to earn a return on their holdings by investing in certain assets, such as money market funds. Wise Business offers the main features of our Wise Account product offering along with business-specific functionalities designed to enable businesses to operate internationally, including managing their accounting and accounts payable and receivables. With Wise Platform, banks, financial institutions and enterprises can integrate into our global payment infrastructure, allowing these institutional partners to send and receive payments on behalf of their customers or embed our services into their platform.\n\nWe estimate that the market for cross-border transactions adds up to $43 trillion worth of cross-border payments every year, and continues to grow. People work, spend and invest internationally. The smallest businesses now have the tools to hire, sell and grow anywhere in the world from day one. We believe that as our customers’ lives become more digital, their financial relationships will become even more global. We estimate that by 2029, cross-border payments may reach $55 trillion per year. In other words, the $243.5 billion we moved across borders in the year ended March 31, 2026 is only a fraction of our total addressable market.\n\nOur Infrastructure\n\nIn theory, the tools for “modern” global money movement have existed for decades. A lack of competition, however, led to underinvestment in technology and infrastructure, resulting in an inefficient legacy system that costs people and businesses billions of dollars in inflated fees for cross-border transactions. These inflated fees are usually hidden in marked-up exchange rates. In many cases, it could also take days for these payments to travel from one country to another through a complicated series of intermediaries.\n\nAll of this is why we decided to build a new global payments network that directly connects local banks and payment systems at both ends of the transaction, bypassing the traditional correspondent networks used by banks, and that eliminates costly intermediaries and outdated processes.\n\nThis network is powered by our low-cost, high-quality infrastructure. Building this infrastructure for the world’s money takes both a fundamental rethinking of the “how” and a dedicated focus on developing the key elements that power it: (1) a global portfolio of licenses enabling us to offer our products to customers locally; (2) an impressive and expanding global network of direct connections and integrations to domestic payment networks as well as connections with local bank and payment partners; (3) technology, developed internally from the ground up, enabling all those domestic connections and integrations to function at scale; and (4) global operations and support. We believe these elements together have enabled us to scale efficiently, deliver exceptional customer experiences and capture a growing share of the $43 trillion annual market opportunity for cross-border payments.\n\nIn most jurisdictions, our licenses and approvals allow us to offer our products without the need for agreements with local financial institutions. In a few jurisdictions, we enter into such agreements for certain\n\n \n\n42\n\n##### Table of Contents\n\ntransactions or activities. These providers operate under our instructions, applicable regulatory requirements and payment scheme rules, being the set of rules and procedures for the provision of payment services in that jurisdiction. These providers include:\n\n \n\n \n•\n \n\nPayment processing partners, which include licensed local banks, payment service providers and similar financial institutions that facilitate the receipt of funds, payout of a transaction, currency conversion, account top-up (referring to the process by which a customer adds funds to their account from an external source, such as a transfer from the customer’s bank account), use of Wise Assets or other similar services. For example, where a transaction or account top-up is funded by card, bank transfer or other permitted method, funds may be received by the payment processing partner and settled to Wise’s designated accounts in accordance with scheme rules and our contracts with such partners. In addition, where we do not have a direct connection or integration to the relevant domestic payment system, these partners may also deliver payouts to recipients by executing a local transfer to the recipient’s bank account in accordance with our instruction.\n\n \n\n \n•\n \n\nBanking partners, which include licensed banks that provide Wise with safeguarding and operating accounts, custody, cash management and, in some cases, access to payment schemes or sponsorship for network memberships.\n\nAcross these arrangements, we remain responsible for customer due diligence, onboarding, financial crime checks, customer support, sanctions screening and other aspects of the transaction. Where we have direct connections to the relevant domestic payment systems, we typically complete the execution of the transaction directly and do not rely on third-party providers such as payment processing partners.\n\nThe examples below illustrate (i) a cross-border transaction where we are directly connected to the relevant domestic payment systems and do not rely on a third party to receive or disburse funds, which represents over half of all transactions processed during the year ended March 31, 2026; and (ii) a cross-border transaction where we use third-party providers to receive and disburse funds because we are not directly connected to the relevant domestic payment systems.\n\n \n\n \n\n \n\n43\n\n##### Table of Contents\n\nRegulatory Licenses\n\nOur products are supported by our ever-growing global licensing footprint. We frequently work with regulators in countries around the world to obtain the licenses and approvals needed to operate and provide the products and features that our customers want. Securing new licenses also allows us to offer new products and features, further fueling our rapid global expansion. As of March 31, 2026, we held over 80 regulatory licenses globally, enabling us to offer customers the ability to hold money in 40 currencies and use the Wise Multi-Currency Card (the “Wise Card”) to make payments online and in stores in over 40 currencies across 160 countries and territories, and withdraw money from three million ATMs worldwide.\n\nDomestic Payment Systems\n\nWe continue to integrate with domestic payment systems around the world, which are becoming increasingly instant, cheap and reliable. Participating in these domestic payment systems is a key element of our infrastructure because they can help us further speed up payments and reduce costs. Instead of routing a cross-border payment through multiple correspondent banks across various countries with each charging their own fee, which is typical in the traditional correspondent banking system, these connections give us end-to-end control of the payment network. This speed is driven in part by routing over half of all transactions in the period through our connections to domestic payment systems. Beyond these payment system integrations, our network is further amplified by connections with local banks and payment providers around the world.\n\nTechnology\n\nWe have spent the past 15 years building and refining our purpose-built technology, enabling us to scale rapidly while delivering the experience and convenience our customers expect. Our website, mobile applications and third-party integrations are all built on a single global technology stack, enabling us to provide a streamlined experience to our customers and the customers of our Wise Platform partners around the world. Our single stack technology also means we can offer a global product while adding local customizations to provide bespoke features, such as spending money like a local with QR code payments and getting paid with local account details, such as U.S. routing and account numbers and Euro IBANs. Finally, our single technology stack gives us a meaningful advantage through the ability to efficiently leverage data from our global customer base to iterate our machine-learning models, thereby strengthening our ability to detect and prevent financial crime and improving our single, 24/7 global treasury system to manage liquidity more efficiently worldwide.\n\n \n\n \n\n \n\n44\n\n##### Table of Contents\n\nAs of March 31, 2026, over 1,000 engineers across four continents work to evolve and deploy our technology, which processes over 4.7 million transactions a day, including weekends.\n\nWe have heavily invested in technology to strengthen our operations. Our machine learning models are trained on data points and patterns observed across millions of customer profiles and their transactions, enabling us to generate real-time alerts to support our global teams. These tools give us a scalable, cost effective way to help detect and mitigate risks promptly. For example, we have launched large language model copilots across our teams, including Financial Crime and Customer Support teams, to help agents improve their investigative precision and efficiency, and we continue to invest in this evolving area.\n\nOperations\n\nWe believe the best customer service is when our products deliver an experience that means customers do not need our help; but when they do, we want to make it easy, seamless and instant. To provide this level of service and to scale our operations at pace with our growth, we have made deliberate investments over the last several years, including in artificial intelligence and developing sophisticated machine-learning models to drive efficiencies, along with our servicing workforce comprising in-house specialists and outsourced agents.\n\nOur Product Offerings\n\nOur unique and powerful infrastructure powers our three product offerings: Wise Account, Wise Business and Wise Platform.\n\nWise Account\n\nWise Account is our solution for people with cross-border financial needs. Wise Account is increasingly popular with customers who want to send, spend, hold and get paid faster and with transparency and convenience. Key features of Wise Account include:\n\n \n\n \n•\n \n\nFull transparency on fees, with no hidden fees or exchange rate mark ups. Instead, we offer the mid-market exchange rate and charge a transparent, upfront fee, providing certainty on the amount the recipient will actually receive.\n\n \n\n \n•\n \n\nFast speeds for transfers.\n\n \n\n \n•\n \n\nAccess to local account details, such as U.S. routing and account numbers and Euro IBANs, allowing our customers to more easily receive money in 40 currencies as of March 31, 2026.\n\n \n\n \n•\n \n\nAccess to the Wise Card, which enables customers to spend in more than 160 countries and withdraw money from three million ATMs globally. Customers do not need to hold the local currency in their account because Wise can convert the amount from another currency the customer holds using our “Smart Conversion” technology, which automatically selects and converts money from a currency with the lowest conversion fee for that transaction.\n\n \n\n \n•\n \n\nFor eligible customers, access to our Wise Assets presents an opportunity to earn a return on the money held in their account by investing in funds holding secure, government-guaranteed assets or in a selected index-tracking fund, while retaining instant access to their funds to make payments or spend with a debit card. As of March 31, 2026, we had $9.0 billion in assets under custody.\n\nDuring the year ended March 31, 2026, Wise Account served over 18.0 million active customers around the world, defined as the number of unique customers who have completed at least one cross-currency transaction during the period.\n\nWise Business\n\nWise Business is the one account that businesses need to grow and operate internationally. Launched in 2017 with a focus on micro businesses and sole traders, Wise Business has been developed to deliver the benefits of our infrastructure to small and medium businesses (SMBs), entrepreneurs and freelancers across 79 countries.\n\n \n\n45\n\n##### Table of Contents\n\nWise Business offers the main features of our Wise Account product offering along with business-specific functionalities designed to enable business customers to operate internationally. Key features of Wise Business include:\n\n \n\n \n•\n \n\nLocal account details, to pay and get paid in multiple currencies with ease.\n\n \n\n \n•\n \n\nMulti-user access, enabling customers to assign roles and permissions, such as “admins,” “payers” and “viewers,” to individuals within their business. Multi-user access is supported by real-time notifications and payment approval features for increased security.\n\n \n\n \n•\n \n\nAccess to the Wise Business Debit Card, enabling employees of our business customers to order their own physical or digital debit cards for separate expense types, pre-set individual spending limits and track purchases in real time. Such employees can use their own Wise Business debit cards to pay supplier invoices, buy inventory and withdraw cash from ATMs.\n\n \n\n \n•\n \n\nIntegration with over 15 accounting platforms as of March 31, 2026, including Xero, QuickBooks and FreeAgent, and automated syncing of activities, expenses and multi-currency accounts, removing the need to manually export or upload data. These API-based integrations are now used by 12% of Wise Business customers who hold a balance.\n\n \n\n \n•\n \n\nProfessional invoice templates and tooling to automate invoice payments, allowing businesses to create and issue invoices directly from their Wise Business account in 23 different languages. Depending on their location, customers can then pay in multiple currencies using domestic account details, SWIFT, or instantly through “Pay with Wise.”\n\n \n\n \n•\n \n\nBatch payments tool to create and complete multiple payments in a single transaction.\n\nDuring the year ended March 31, 2026, Wise Business served approximately 850,000 active customers.\n\nWise Platform\n\nWise Platform makes it faster and easier for banks, financial institutions and enterprises around the world to provide their customers with the fast, cost-effective and reliable international financial services that people and businesses increasingly expect.\n\nBy integrating with Wise, these banks, financial institutions and enterprises, which we refer to as our Wise Platform partners, can leverage the benefits of our infrastructure without rebuilding their own legacy systems, which often include manual operations, outdated technology, higher fees, lack of transparency and a poor customer experience leading to customer churn.\n\nAccording to data from Swift, nearly two-thirds of people and SMBs would not use their current provider again if they were charged hidden fees or had a failed payment. Through the growth of Wise Account and Wise Business, we have seen that customers are increasingly seeking alternatives to their current providers. Wise Platform offers our Wise Platform partners an opportunity to retain existing and attract new customers.\n\nKey features of Wise Platform include:\n\n \n\n \n•\n \n\nAccess to all aspects of Wise’s services from instant cross-border transfers to the multi-currency account and card issuance.\n\n \n\n \n•\n \n\nAccess to a global network of local payment systems—from national payment schemes to wallets and payment methods—to enable payments in over 40 currencies.\n\n \n\n \n•\n \n\nA global regulatory framework that provides compliance at scale and speed.\n\n \n\n \n•\n \n\nA single treasury system that provides 24/7 global coverage.\n\n \n\n46\n\n##### Table of Contents\n\n \n•\n \n\nOver 99% straight-through processing rate on transfers.\n\n \n\n \n•\n \n\n24/7 operational support around the world with 99% of compliance checks completed in less than one second using machine learning algorithms.\n\nWise Platform is already trusted by some of the world’s largest banks, including Itaú, Mandiri, Nubank and Monzo, to offer their customers the speed, ease, reliability and cost savings of Wise. The services that we deliver through Wise Platform do not yet generate a material percentage (i.e., currently generates less than 10%) of the Group’s overall transaction revenue.\n\nWise Platform also benefits from powerful network effects for our customers. As more banks and financial institutions integrate with Wise Platform and move their volume through our network, these network effects drive greater economies of scale, expanding our capacity to reinvest efficiency gains into our infrastructure, products, features and pricing, with the aim of driving further volume and delivering better outcomes for everyone on the Wise network.\n\nOur Competitive Advantages\n\n \n\n \n•\n \n\nUnique and powerful infrastructure. During the last 15 years, we have become increasingly efficient at integrating with payment systems and securing the licenses that underpin our infrastructure. Obtaining approvals to connect with domestic payment networks is typically a multi-year process, requiring extensive cooperation with regulators to secure the necessary approvals and then building bespoke technical integrations with the systems themselves. Many countries have multiple payment systems, each optimized for different payment sizes, settlement times, and speeds. Each connection requires significant expertise and investment to meet strict regulatory and technological standards unique to each system. We believe our ongoing investments in infrastructure translates into market-leading speed and price: which drives long-term customer acquisition, including through retention and word-of-mouth recommendations. As we build these connections, we continue to refine and accelerate our processes, making our network increasingly harder to replicate at scale and speed.\n\n \n\n \n•\n \n\nProducts customers love to use. We are building products that our customers love to use and recommend. We are solving real problems across cost, speed and price transparency through products that are easy to use and globally available. We continually add to this user experience, launching new features to make Wise Account and Wise Business even more useful and convenient for people and businesses. This relentless focus on customer outcomes is what drives our growth: approximately 70% of new customers who joined in the year ended March 31, 2026 came from word-of-mouth recommendations. And with Wise Platform, customers around the world can experience the benefits of our products through their existing providers.\n\n \n\n \n•\n \n\nLeading on price and speed in an increasingly transparent market. We offer low fees by passing on the benefits of our scale and cost optimization to our customers. New customers consistently switch to Wise because our fees are significantly lower than those charged by traditional banks. This is evident in our Net Promoter Score (NPS) of 69 as of March 31, 2026. Global banks earn roughly $250 billion each year from hidden retail cross-border fees. With technology reshaping financial services and regulators moving toward greater transparency, these fees are likely to decrease over time. In a world where clear, searchable pricing becomes widely expected as standard, consumers and businesses will increasingly prioritize cost efficiency, and we believe Wise is uniquely positioned to lead in this new era of transparency.\n\n \n\n \n•\n \n\nA highly diversified, global business. Our scaling and profitable business model gives us the capacity to invest in a range of innovative products and international expansion, allowing us to build a robust\n\n \n\n47\n\n##### Table of Contents\n\n \n\nand diversified revenue base. We have a broad base to grow our business due to our significant presence across all five of our geographical regions in North America, Europe, United Kingdom, Asia-Pacific and the rest of the world, which also helps limit the negative impact of country specific events. As the popularity of Wise Account and Wise Business grows, more individuals and businesses are spending on their Wise cards and holding money in their accounts. Further, for the year ended March 31, 2026, around a quarter of transaction revenue was derived from business customers. Additionally, approximately 50% of our net revenue is from non cross-border sources: card, other revenues and net interest income on customer balances, reflecting increasing diversification across both individual and SMB customers and between domestic and cross-border activities.\n\nOur Growth Strategy\n\nWe believe that whoever builds the best low-cost, high-quality infrastructure will move the world’s money. Our growth to date is a testament to our focus on building this infrastructure and its four elements—our licenses, participation in domestic payment systems, proprietary technology and global operations. We believe our pricing strategy, delivered through industry-leading services powered by an increasingly differentiated global payments network, positions us to capture an increasing share of the cross-border market.\n\nProducts customers love. This combination of our investments in building a high speed, resilient and scalable infrastructure with our tireless focus on developing products that address our customers’ needs and the challenges they encounter means that we have built a compelling customer proposition. This proposition drives customer growth in two ways.\n\nFirst, expanding our feature sets and product suite increases our addressable market. For instance, with the launch of Wise Account, we expanded our consumer audience from people who needed to send money across borders to those that wanted to send, spend or receive money too. In addition, as we build these features, existing customers move more of their financial activities to Wise too.\n\nSecond, the continual improvements we drive across our products and experience—including those in speed, price and convenience—also leads to existing customers moving more of their financial activities to Wise. Since being founded, our improvements in price have positively impacted growth, allowing us to capture more of the $43 trillion market with our existing products.\n\nAdoption of Wise Account, our global solution for people with cross-border financial needs, continues to provide a strong runway of growth. The core features, such as local account details and holding balances in multiple currencies, as well as the Wise Card, are growing our non-cross border revenue and our cross-border revenue (from customers converting currency balances, spending cross-border on their Wise Card or sending money cross-border) and making Wise essential to our customers’ international lives.\n\nIt is our aim that Wise Business becomes the primary account for businesses operating internationally – whether that’s to pay, get paid, earn a return or manage their accounting and accounts payable and receivables. We are also expanding our focus beyond SMBs to serve larger businesses. We expect that new features, combined with our strategic focus on business customers, will solve even more financial needs for our business customers, further fueling our growth.\n\nWith Wise Platform, our infrastructure has the potential to transform the cross-border payments industry, including for our emerging customer category of the banks themselves. Major fast-moving challenger banks, financial institutions and enterprises have already built their international payments products and features on Wise Platform. Traditional banks, which are subject to longer procurement and development cycles, are beginning to follow suit. Wise Platform, while not yet a material percentage (i.e., currently generates less than 10%) of the Group’s overall transaction revenue, has grown in recent years and we expect it to be a major driver of long-term growth. These partnerships typically start with a subset of customers and currencies, then expand to additional currencies and broader customer sectors over time. We are already seeing this progression, and our\n\n \n\n48\n\n##### Table of Contents\n\nlong-term aim is for Wise Platform to account for more than 50% of Wise’s cross-border volume. The growth of Wise Platform remains a long-term initiative; we aim to secure and onboard larger traditional financial institutions that typically have longer procurement and implementation cycles and to bring their significant transaction volumes onto the Wise network. We believe this is achievable over the long term for the following reasons:\n\n \n\n \n•\n \n\nincreased attractiveness of our infrastructure as a result of continued investment in our infrastructure designed to improve speed, lower cost and increase efficiency;\n\n \n\n \n•\n \n\nincreased likelihood that banks, financial institutions and other enterprises whose own customers seek alternative options for payment transactions and experience positive customer outcomes with Wise, elect to integrate with Wise;\n\n \n\n \n•\n \n\neach new Wise Platform partner incentivizing others to act, as remaining banks and platforms seek to remain competitive with peers that adopt Wise’s offering and use it to improve price, speed and customer experience, all of which amplify our network effects; and\n\n \n\n \n•\n \n\nour expanding reach and utility as more customers connect to our infrastructure, supporting our aim to build the best global payments infrastructure.\n\nWe also continue to grow the number of regions we serve, allowing us to reach even more customers globally. We see significant opportunities across multiple geographies and customer segments that we believe we are well-positioned to capture.\n\nGreater flows within the Wise network. The growth in our customers in turn drives greater flows into and within the Wise network. As these flows increase over time, we realize more economies of scale and network effects.\n\nThis continued scaling has led to improved efficiency and allowed us to reinvest incremental gains into our infrastructure, product development, brand awareness and pricing with the aim of driving further customer growth, leading to volume growth and increased profitability, part of which funds further investment. As we grow, we expect this cycle to continue to accelerate our progress and growth, making it still harder for competitors to match our scale, efficiency and speed.\n\nTargeted marketing investments to increase awareness of the Wise brand. With continued investment in intuitive features for our customers, combined with low cost, fast payments, the quality of our account speaks for itself. We consistently see around two-thirds of new customers join us through word-of-mouth from existing customers. Existing customers’ recommendations, together with their moving more of their financial activities to Wise, demonstrates the strength and trustworthiness of the Wise brand. To reach more potential customers we continue to invest across multiple marketing channels across key markets to drive incremental adoption and engagement, and increase brand awareness of Wise. Investing in enhancing the awareness of our brand helps us meet our long-term growth goals amidst a growing and increasingly competitive digital-first cross-border market.\n\nProfitable business providing significant capacity to reinvest for growth and handle trillions. This dynamic of increased efficiency and targeted reinvestment, combined with our financial discipline, has enabled us to strengthen our position and be profitable. We believe our financial discipline and strength will continue to enable our long-term, customer-centric investments into price, product and infrastructure, positioning us to handle trillions and become “the network” for the world’s money.\n\nOur Culture and Employees\n\nOur employees are the driving force behind our success. As of March 31, 2026, we employ over 8,000 people, from 130 nationalities, working in 11 key locations around the world. As a global team solving a global problem, we’re constantly innovating to deliver the best for our customers. This enables us to continue building products, improve our infrastructure, support our core functions and help attract and serve even more customers.\n\n \n\n49\n\n##### Table of Contents\n\nOur customer-focused culture is fueled by our mission and underpinned by four core values:\n\n \n\n \n•\n \n\nThis isn’t just a job, we’re a revolution: We’re making a positive, important change in the world. That doesn’t happen from hanging out in our comfort zones, and it doesn’t happen alone. We need each other.\n\n \n\n \n•\n \n\nWe get it done: We break through walls that others haven’t touched to make amazing things happen. We take ownership of what we do. This belongs to us all.\n\n \n\n \n•\n \n\nCustomers > team > ego: We’re building a better world for our customers – that’s the whole point. Customer voices are in the essence of our work, guiding every decision we make.\n\n \n\n \n•\n \n\nNo drama. Good karma: We start by assuming everyone has good intentions. We respect different perspectives and challenge ideas, not individuals. We’re open and honest – there’s no hidden agenda here.\n\nThese values shape how we communicate and engage with customers and each other. They define what we expect from each other so we can achieve our mission together. Every employee shares in the responsibility of making Wise a success and each of them has the opportunity to participate in our equity and various incentive plans as a way to share the value in our growth, as more fully described elsewhere in this Annual Report.\n\nEmployees are empowered to solve the most urgent and relevant problems they see for our customers and get things done. Regular feedback is fundamental to our ways of working as a company. During our quarterly planning, teams from across the organization share insights on how we can improve the experience for our customers, from those who are closest to them. This feedback helps us iterate and improve for both customers and employees alike. We take on board what customers are asking for, which shapes our priorities and helps focus our work going forward.\n\nCompetition\n\nWe operate in a large, dynamic and fragmented market underpinned by rapidly evolving customer expectations and regulatory standards. The primary competitors for our products fall into the following distinct categories:\n\n \n\n \n•\n \n\nglobal traditional banks which have yet to become Wise Platform partners;\n\n \n\n \n•\n \n\nnewer financial institutions or platforms, such as Airwallex, Block, Chime, Flywire, Paymentus, Payoneer, PayPal and Revolut;\n\n \n\n \n•\n \n\nlegacy foreign exchange businesses, such as Moneygram, Western Union or remittance players such as Remitly; and\n\n \n\n \n•\n \n\npayment infrastructure providers, such as MasterCard and Visa.\n\nWe believe that Wise and our products are well positioned to capture an increasing share of the market opportunity within this dynamic market. See the section titled “Item 3.D. Key Information—Risk Factors—We may be unable to compete successfully against existing and future competitors that employ a variety of existing business models and technologies or new innovations.”\n\nIntellectual Property\n\nIntellectual property and proprietary rights are important to the success of our business. We utilize a combination of copyright, trademark and trade secret laws in multiple jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements and other contractual protections, to help us establish, maintain and protect our intellectual property and proprietary rights. This includes our proprietary technology, software, know-how and brand.\n\n \n\n50\n\n##### Table of Contents\n\nAs of March 31, 2026, we had 22 U.S. registered trademarks, 425 foreign registered trademarks and 55 foreign pending trademark applications, covering “Wise,” “Wise Business,” “TransferWise,” “Money Without Borders,” and some other brands.\n\nWe monitor our trademarks and service marks through watch services, which notify us when applications for potentially conflicting marks have been filed in the United States and in other jurisdictions. Where appropriate, we take action and enforce our trademarks, service marks, trade names and domain names against infringing third-party trademarks, trade names and domain names. This action includes sending cease and desist letters, filing complaints and commencing administrative and other legal proceedings in the United States and other jurisdictions.\n\nWe control access to and the use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. We generally require employees, consultants and other third parties to enter into confidentiality and proprietary information and invention assignment agreements. We have systems in place designed to control and monitor access to our software, documentation, proprietary technology and other confidential information. Our policy is to require all employees and independent contractors to sign agreements assigning to us inventions, trade secrets, works of authorship, developments, processes and other intellectual property rights generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally enter into confidentiality agreements with our partners. See the section titled “Item 3.D. Key Information—Risk Factors—Risks Related to Our Intellectual Property” for a description of risks related to our intellectual property.\n\nGovernment Regulation\n\nWith over 80 licenses globally, we are subject to numerous laws and regulations in the various jurisdictions in which we operate. Depending on the jurisdiction, we may require local licenses or a partnership with a local financial institution to operate. In certain jurisdictions in which our principal activities consist of paying funds to local recipients, we generally do not require a regulatory license.\n\nWe are regulated by many different authorities, which oversee, among other topics, licensing, consumer protection, financial crime prevention, corporate governance and capital requirements.\n\nMaintaining the trust of our customers, regulators and partners is of paramount importance to us. We continuously assess our assurance and oversight at both the global and local level. Our compliance teams monitor applicable regulatory requirements for compliance purposes across the markets in which we operate. Wise actively participates in government advisory groups and is helping to shape the future regulation of our industry. We have engaged with our regulators and relevant policymakers around the world and will continue this engagement in relation to upcoming changes to the regulatory landscape.\n\nThe laws and regulations to which we are subject are rapidly evolving and increasing in scope. As a result, we monitor regulatory changes closely and we expect to continue to invest significant resources in our legal, compliance, product, and engineering teams to ensure our business practices comply with, and plan and prepare for, current and future regulations. Any actual or perceived failure to comply with these requirements may result in, among other things, revocation of required licenses or registrations, loss of approved status, private litigation, regulatory or governmental investigations, administrative enforcement actions, sanctions, civil and criminal liability, monetary penalties, and constraints on our ability to continue to operate.\n\nThe following are summaries of the regulatory regimes in the most significant jurisdictions in which we operate, namely, the United Kingdom, Europe (Belgium and the EEA), the United States and Australia.\n\n \n\n51\n\n##### Table of Contents\n\nUnited States\n\nOur regulated entities in the United States are Wise US Inc. (“Wise US”) and Wise US Assets Inc. (“Wise US Assets”). Wise US is registered as a Money Services Business (“MSB”) and Prepaid Access Provider with the Financial Crimes Enforcement Network (“FinCEN”) and is licensed to operate as a money transmitter in 48 states, the District of Columbia and Puerto Rico. These licenses and registrations subject Wise US to, among other things, record-keeping requirements, reporting requirements, bonding requirements, limitations on the investment of customer funds, and examination by state and federal regulatory agencies.\n\nWise US Assets is a registered broker-dealer with the SEC, a member of the Financial Industry Regulatory Authority (“FINRA”) and certain U.S. state authorities. As such, Wise US Assets is subject to SEC, FINRA and certain state laws and regulations covering, without limitation, how it markets its services, handles customer assets, keeps records, and reports to the SEC and FINRA.\n\nWise National Trust (pending)\n\nOn June 16, 2025, we submitted to the OCC an application to form Wise National Trust (“WNT”) as a nondepository national trust bank to enhance our global payment infrastructure. WNT would operate as a federally regulated trust institution, subject to ongoing supervision and examination by the OCC. If approved, WNT is expected to provide to customers payments processing and fiduciary services, in accordance with applicable fiduciary, capital, risk management, and operational standards prescribed by the OCC for national trust banks and, where applicable, the Federal Reserve. We believe that WNT would expand Wise’s fiduciary capabilities to the benefit of customers. For example, WNT would be able to invest customer funds held in their accounts pursuant to a trust agreement. Additionally, WNT would enable Wise to provide to customers a custodial account structure designed to qualify for pass-through protection, allowing customer funds to be insured by the Federal Deposit Insurance Corporation (“FDIC”). WNT would achieve this by acting as a fiduciary custodian, placing customer funds with third-party U.S. insured depository institutions in designated pass-through accounts. WNT would implement protocols designed to maintain internal recordkeeping as necessary to identify each beneficial owner’s individual interest and to establish pass-through FDIC insurance coverage for each customer.\n\nFurther, WNT would be able to provide fiduciary services to our subsidiary in the United States, Wise US, including acting as a custodian for money transfers by our customers in the United States that are in transit. Wise US would expect to maintain custodial accounts at WNT and provide direction on the investment of those funds, with WNT serving as custodian for associated bank accounts and investment assets.\n\nWe also believe direct supervision by the OCC would evidence a higher level of federal oversight and regulatory maturity commensurate with Wise’s current stage of growth and operations. If the trust application is approved, we will have an 18-month period from the date of approval to operationalize WNT, per OCC rules and procedures.\n\nIn addition, if the Federal Reserve Master Account were granted, WNT would integrate directly into the Federal Reserve’s payment systems, including FedNow. Such access is designed to enable faster settlement times, increase control over the payment process and reduce or eliminate reliance on third-party banks.\n\nWNT will seek to obtain a master account with the Federal Reserve Bank of Dallas (“Federal Reserve Master Account”). A Federal Reserve Master Account would allow WNT to establish a direct connection to the Federal Reserve’s payment systems to clear and settle U.S. dollar payments. While conditional approval from the OCC to form WNT as a nondepository national trust bank is pending, approval of WNT by the OCC would not assure that any application for a Federal Reserve Master Account would be approved. Master account requests are evaluated under the Federal Reserve’s three-tiered review framework. As a nondepository national trust bank supervised by the OCC, we believe WNT would be reviewed under the Federal Reserve’s Tier 3 framework.\n\n \n\n52\n\n##### Table of Contents\n\nTier 3 institutions will generally receive the strictest level of review and may be subject to a regulatory framework that is substantially different from the regulatory framework that applies to federally insured institutions. An approval of a Federal Reserve Master Account for WNT, if granted, may be subject to conditions or limited in scope.\n\nKey Regulatory Authorities\n\nFinCEN\n\nFinCEN is the U.S. federal regulatory authority established “to safeguard the financial system from illicit use, combat money laundering and promote national security.” MSBs are subject to FinCEN’s regulatory oversight and enforcement with respect to anti-money laundering (“AML”), terrorist-financing reporting, and record-keeping laws and regulations.\n\nSEC\n\nThe SEC is an independent federal government agency and the primary regulator of the nation’s securities markets. Established by Congress, its three-part mission is to “protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.” The SEC achieves this by requiring public companies and other regulated entities to disclose essential financial and operational information. The SEC has broad oversight authority over all key market participants, including securities exchanges, broker-dealers, investment advisers, and mutual funds, as well as the industry’s self-regulatory organizations such as the FINRA.\n\nFINRA\n\nFINRA is a private, not-for-profit self-regulatory organization for member broker-dealers, authorized by Congress and supervised by the SEC. Its core mission is to protect investors and safeguard market integrity by regulating and supervising the conduct of virtually all broker-dealer firms and their registered representatives. FINRA operates by writing and enforcing rules, examining member firms for compliance with both FINRA rules and federal securities laws, administering qualification exams, and actively monitoring U.S. markets for fraud and manipulation, such as insider trading.\n\nOFAC\n\nThe Office of Foreign Assets Control (“OFAC”) is responsible for enforcing the U.S. economic and trade sanctions against targeted foreign countries, terrorists, drug cartels, and others. OFAC maintains a list of individuals, businesses, non-profits, and government agencies called the Specially Designated Nationals and Blocked Persons List (“SDN list”). All businesses are required to check their customers against the OFAC list, and ensure that transactions are not otherwise in violation of OFAC sanctions regulations.\n\nState Regulators\n\nMost U.S. states require companies engaged in money transfer and stored value transactions for residents to be registered as money service businesses. To date, we have obtained money transmitter licenses in 48 U.S. states, the District of Columbia and Puerto Rico where such licenses are required, and are registered as an MSB and Prepaid Access Provider with FinCEN. Licensing requirements generally include minimum net worth requirements, provision of surety bonds, compliance with operational procedures, and the maintenance of reserves or “permissible investments” in an amount equivalent to outstanding payment obligations, as defined by our various regulators. The types of securities that are considered “permissible investments” vary across jurisdictions, but generally include cash and cash equivalents, U.S. government securities and other highly-rated debt instruments. Most states require us to file reports on a regular basis to verify our compliance with their requirements. Many states and other regulators also subject us to periodic examinations and require us to comply\n\n \n\n53\n\n##### Table of Contents\n\nwith AML and other laws and regulations similar to The Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001 (“BSA/PATRIOT Act”).\n\nWhile our state licenses and federal registration status subject us to regulations that govern material aspects of our business, such regulation is not equivalent to the type of prudential regulation and supervision that applies to regulated banks, such as under the Federal Deposit Insurance Act, National Bank Act, Bank Holding Company Act, and Federal Reserve Act, which include prudential supervision by regulators, minimum capital requirements, and specified prohibited activities.\n\nOther Key Regulatory Considerations\n\nAnti-Money Laundering, Anti-Corruption, and Sanctions\n\nWe are also subject to AML, anti-corruption, and economic and trade sanctions laws and regulations, such as the BSA/PATRIOT Act, that requires that we develop and implement risk-based AML programs, verify the identity of customer accounts, report suspicious activity, and maintain transaction records. In addition to the foregoing, we are required to designate a BSA/AML compliance officer, provide regular training to employees on money laundering prevention, and undergo an annual, independent audit to assess the effectiveness of our AML program. We have policies and procedures in place to address these requirements, including know-your-customer procedures and transaction monitoring designed to identify potentially suspicious persons and activity.\n\nWe have policies and procedures for screening OFAC sanctions lists and utilize our proprietary software to screen each customer and each transaction to identify potential OFAC matches. Country-based sanctions lists and the SDN List update every 24 hours and our software automatically cross-references the names of all correspondents, counterparties, and their owners against the updated lists.\n\nConsumer Laws and Regulations\n\nThe CFPB and other federal, local, and state regulatory and law enforcement agencies regulate financial products and enforce consumer protection laws, including those applicable to credit, debit, payments and other similar services. These agencies have broad consumer protection mandates, and they promulgate, interpret, and enforce rules and regulations that affect our business. Wise US is subject to, among other things, the Electronic Funds Transfer Act (“EFTA”) and Regulation E, issued by CFPB as well as prohibitions on unfair, deceptive, or abusive acts or practices. The EFTA establishes the conditions for any transfer of funds initiated by electronic means to debit or credit an account held by a consumer in a financial institution. Regulation E provides additional detail with respect to the rights and remedies set forth in the EFTA as applied to consumer customers, including but not limited to disclosures, pricing guidelines, and error resolution procedures.\n\nCommunications\n\nLaws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), and similar state consumer protection and communication privacy laws, such as the California Invasion of Privacy Act.\n\nData Protection and Information Technology\n\nWe collect and use a wide variety of information for various purposes in our business. In the United States, the Gramm-Leach-Bliley Act (“GLBA”), as implemented in part by Regulation S-P, sets out the federal privacy and data protection framework to which we are subject. The GLBA: (1) restricts the collection, processing,\n\n \n\n54\n\n##### Table of Contents\n\nstorage, use, and disclosure of consumer personal information; (2) requires notice to be provided to individuals of our privacy practices; and (3) provides individuals with certain rights to prevent the use and disclosure of protected information. The GLBA also imposes requirements for the safeguarding of consumer personal information. Certain state laws also restrict the ability to collect and utilize certain types of information, such as Social Security or driver’s license numbers.\n\nIn addition to the GLBA, state lawmakers and regulatory authorities have increased their attention to the collection and use of consumer data. For example, an increasing number of states in the United States have enacted stringent privacy and data protection legislation and regulations, such as the California Consumer Privacy Act (the “CCPA”), which gives California residents the right to access and request deletion or modification of their personal data, opt out of the sale of personal data, and receive detailed information about how their personal data is processed, and provides a private right of action for certain data breaches involving the loss of personal data. The California Privacy Rights Act modified the CCPA by expanding consumers’ rights with respect to certain personal data and creating a new state agency to oversee implementation and enforcement efforts. Regulations promulgated under the CCPA also impose new obligations with respect to risk assessments and cybersecurity audits of information systems processing personal data. Certain state laws also restrict the ability to collect and utilize certain types of information, such as biometric information, Social Security or driver’s license numbers. As such, the Illinois Biometric Information Privacy Act (“BIPA”) and Texas’ Capture or Use of Biometric Identifier Act regulate the collection, use, safeguarding, and storage of biometric information and provide for substantial penalties and statutory damages, with BIPA also providing a privacy right of action for violations.\n\nThe United Kingdom\n\nOur U.K. regulated entities are Wise Payments Limited (FRN 900507) (“WPL”) and Wise Assets UK Ltd (FRN 839689) (“Wise Assets UK”).\n\nWPL is authorized by the FCA as an electronic money institution (“EMI”) to provide payment services and issue electronic money, the conduct of which is subject to the PSRs.\n\nWise Assets UK is authorized by the FCA to carry out various investment services (under Part IV of the Financial Services and Markets Act 2000 (as amended) (“FSMA”)) including dealing in units as principal in respect of retail clients (subject to such activity meeting the “matched principal exemption” conditions (as defined in the FCA’s Glossary). Wise Assets UK is classified as a non-Small and Non-Interconnected (“non-SNI”) firm under Rule 1.2.1R of the FCA’s Prudential sourcebook for MiFID Investment Firms (“MIFIDPRU”). Wise Assets UK holds permission from the FCA to classify the Class A Shares as Common Equity Tier 1 instruments on a consolidated basis.\n\nIn addition, we are in the process of evaluating whether to make an application to the Prudential Regulation Authority for a banking license in the United Kingdom.\n\nRegulatory Authorities\n\nThe FCA\n\nWPL and Wise Assets UK are each authorized and regulated by the FCA. Their being regulated under differing regulatory regimes means that the applicability of FCA rules and guidance, and the basis upon which regulatory supervision is exercised, is slightly different for each firm.\n\nAs an EMI, WPL is required to comply with the Payment Services Regulations 2017 (“PSRs”) and Electronic Money Regulations 2011 (“EMRs”), as well as the FCA’s Principles for Business. The FCA is the authority responsible for supervising an EMI’s compliance with the applicable conduct of business rules,\n\n \n\n55\n\n##### Table of Contents\n\nauthorization and registration requirements (which include initial and ongoing capital requirements and safeguarding requirements), and AML and counter-terrorist financing (“CTF”) obligations.\n\nMeanwhile, as an investment firm, the FCA imposes requirements on Wise Assets UK through a combination of its Principles for Businesses and more detailed provisions contained in the FCA Handbook.\n\nThe FCA has wide supervisory, monitoring and enforcement powers, requiring both regular and ad hoc reporting from firms.\n\nThe Payment Systems Regulator\n\nThe Payment Systems Regulator is the regulator and concurrent competition authority for payment systems and all participants in payment systems in the United Kingdom. The Payment Systems Regulator operates under the FCA but has separate duties and powers, including the ability to issue rules, written guidance and decisions.\n\nWPL falls within the Payment Systems Regulator’s jurisdiction as a direct participant in the United Kingdom’s domestic payment system, the Bank of England’s Faster Payments Scheme. As a participant, WPL is required to deal with the Payment Systems Regulator in an open and cooperative way and must appropriately disclose to it anything relating to WPL’s business which could have a material adverse impact on its statutory objectives and duties.\n\nFinancial Ombudsman Service (“FOS”)\n\nThe FOS determines complaints by eligible complainants in relation to authorized financial services firms and certain other businesses in respect of activities and transactions under its jurisdiction. Complaints about payment services and electronic money can be within the jurisdiction of the FOS.\n\nA large number of our U.K. customers fall within the definition of “eligible complainants” and therefore the FOS’s jurisdiction. The FOS determines complaints on the basis of what, in its opinion, is fair and reasonable in all the circumstances of the case and can authorize awards of up to £445,000 plus interest and costs (although a lower maximum award may be applicable, depending on the date a complaint is referred to the FOS and when the relevant act or omission occurred). The FOS may also make directions which direct the relevant business to take steps which the FOS considers just and appropriate.\n\nApplicable Law\n\nWPL and Wise Assets UK are subject to legal requirements and applicable regulatory rules and guidance with respect to prudential requirements, client money protection, conduct of business and AML and CTF (among other things). Further details on key legal obligations and rules that relate to our U.K. entities are set out below.\n\nWPL – EMRs\n\nWPL is authorized under the EMRs to issue electronic money (as defined in the EMRs) and provide both related and unrelated payment services.\n\nThe EMRs set out the authorization and conduct of business requirements for EMIs such as WPL, including rules covering pre-and-post contract information requirements, notice of variation of terms, the safeguarding of customers’ funds, redemption of funds, and termination rights. The payment services-related activities involved in the issuing of electronic money are governed by the PSRs.\n\nAs an authorized EMI, WPL must meet certain conditions. Such conditions include having:\n\n \n\n \n•\n \n\nrobust governance arrangements for its e-money issuance and payment service business, including a clear organizational structure with well-defined, transparent and consistent lines of responsibility;\n\n \n\n56\n\n##### Table of Contents\n\n \n•\n \n\neffective procedures to identify, manage, monitor and report any risks to which WPL might be exposed; and\n\n \n\n \n•\n \n\nadequate internal control mechanisms, including sound administrative, risk management and accounting procedures.\n\nWPL is also under an initial and ongoing duty to meet certain minimum capital (“own funds”) requirements under the EMRs. Other initial and ongoing requirements include, among others:\n\n \n\n \n•\n \n\nhaving fit and proper controllers;\n\n \n\n \n•\n \n\nhaving directors and management of good repute and with the appropriate knowledge and experience to issue e-money and provide payment services;\n\n \n\n \n•\n \n\nhaving adequate measures in place to safeguard e-money holders’ and payment service users’ funds, which includes the requirement to segregate relevant funds from any other funds that it holds; and\n\n \n\n \n•\n \n\nensuring that any close links with another person are not likely to prevent the FCA’s effective supervision of the firm.\n\nWPL – PSRs\n\nWhen WPL performs payment services, it is subject to the conduct requirements set out in the PSRs. Parts 6 and 7 of the PSRs set out the obligations relating to the conduct of business in providing payment services, which fall into two main categories:\n\n \n\n \n•\n \n\ninformation to be provided to the customer before and after execution of a payment transaction; and\n\n \n\n \n•\n \n\nthe rights and obligations of both WPL and customers in relation to payment transactions.\n\nThe information requirements differ depending on whether the transaction concerned is carried out as part of an ongoing relationship under a “framework contract” (essentially where there is an ongoing relationship with a customer) or as a single payment transaction. There are also different requirements for payment instruments that are limited to low value transactions. However, in broad terms, the PSRs cover conduct of business requirements covering pre-and-post contract information requirements, notice of variation of terms, termination rights and information on transactions. Other provisions address authorization procedures for payments, refunds, liability for unauthorized or incorrect payments, procedure for execution and value dating.\n\nWPL– Safeguarding Regimes\n\nWPL is subject to separate safeguarding requirements under the EMRs (in relation to the e-money issued through their accounts with Wise) and the PSRs (in relation to send money transfers).\n\nUnder Regulation 20 of the EMRs, WPL is required to safeguard funds received in exchange for e-money it has issued. Any unrelated payment services WPL provides are separately subject to the safeguarding provisions set out in regulation of the PSRs. Pursuant to these requirements, WPL holds relevant funds (as defined in the EMRs and PSRs, respectively, as applicable) in separate accounts from all other funds it holds (including its working capital and other proprietary funds) or ensures such funds are covered by a comparable guarantee given by an authorized insurer, so that, in the event of its insolvency, claims of e-money holders or payment service users are paid from the asset pool formed from the segregated relevant funds or payment under the guarantee in priority to all other creditors (other than in respect of the costs of distributing the asset pool). As of May 7, 2026, the FCA has introduced a “Supplementary Regime” that strengthens safeguarding requirements for authorized payment institutions and electronic money institutions. The Supplementary Regime introduced enhanced daily reconciliation requirements, mandatory monthly safeguarding returns to the FCA, and new governance obligations, among other things.\n\n \n\n57\n\n##### Table of Contents\n\nCapital Requirements\n\nWise Assets UK is classified as a non-SNI firm, as it does not meet the SNI criteria defined under Rule 1.2.1R of MIFIDPRU. Consequently, the Group is also treated as a non-SNI investment firm group.\n\nFollowing an official agreement with the FCA, Wise applies full prudential consolidation. Accordingly, we conduct our Internal Capital Adequacy and Risk Assessment on a consolidated basis, in full compliance with the Investment Firm Prudential Regulation and the MIFIDPRU sourcebook.\n\nWise Assets UK – FSMA\n\nThe FSMA establishes a framework for financial services legislation in the United Kingdom and gives the FCA powers to make rules and guidance for firms within the scope of the FSMA regulatory regime, which includes Wise Assets UK.\n\nWise Assets UK – SM&CR\n\nThe Senior Managers & Certification Regime (“SM&CR”) seeks to enhance individual responsibility and accountability within financial services firms. Wise Assets UK is a core firm for the purposes of the SM&CR and has designated senior managers under the SM&CR. The SM&CR comprises:\n\n \n\n \n•\n \n\na Senior Managers Regime for individuals who are subject to FCA approval;\n\n \n\n \n•\n \n\na Certification Regime, which requires relevant firms to assess the fitness and propriety of certain employees carrying out a “significant harm” function; and\n\n \n\n \n•\n \n\na set of Conduct Rules applicable to most employees.\n\nSanctions\n\nThere are a number of relevant regulators and authorities in the United Kingdom with sanctions related responsibilities. The Foreign, Commonwealth & Development Office is responsible for formulating overall U.K. government policy on international sanctions, while the Office for Financial Sanctions Implementation (“OFSI”), His Majesty’s Treasury, is responsible for ensuring that financial sanctions are properly understood, implemented and enforced. OFSI handles applications for financial sanctions licenses and associated notifications and authorizations. The Department for Business and Trade is primarily responsible for trade sanctions and licensing related to the same (through the Office of Trade Sanctions Implementation), including civil enforcement, while His Majesty’s Revenue & Customs is responsible for the criminal enforcement of all trade sanctions measures. Breaches of the United Kingdom’s sanctions regime can result in criminal or civil penalties, including potentially considerable fines.\n\nMLRs and the Proceeds of Crime Act 2002\n\nThe United Kingdom’s AML and CTF legal and regulatory framework, as applicable to WPL and Wise Assets UK, comprises two parts:\n\n \n\n \n•\n \n\nthe criminal offences of money laundering and terrorist financing, which are applicable to all individuals and entities in the United Kingdom. The primary offences are set out in the Proceeds of Crime Act 2002 (“POCA”) and the Terrorism Act 2000 (“TACT”). The key offences in POCA include concealing or removing the proceeds of crime from the jurisdiction, arranging for the acquisition or use of the proceeds of crime, possessing or using the proceeds of crime and failing to disclose knowledge or suspicion of the activity of money laundering. Both corporate entities and individual officers can be prosecuted for these offences. As the proceeds of crime may derive from conduct occurring in the United Kingdom or abroad if the conduct occurring overseas would have been unlawful had it occurred\n\n \n\n58\n\n##### Table of Contents\n\n \n\nin the United Kingdom, the United Kingdom’s AML regime will have a certain degree of extra-territorial effect; and\n\n \n\n \n•\n \n\nthe Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (“MLRs”), which place administrative requirements on persons carrying on certain types of business in the United Kingdom, including in the financial services industry, to conduct customer due diligence and to keep records to help detect and counter (and wherever possible prevent) money laundering, terrorist-financing and fraud. Such firms must take a risk-based approach in establishing procedures to meet the requirements of the MLRs.\n\nThe FCA expects businesses such as WPL to comply with its anti-financial crime obligations, as detailed in the FCA’s Payment Services and Electronic Money Approach Document. This includes implementing internal policies, procedures, and adhering to industry standards, such as those from the Joint Money Laundering Steering Group. Similarly, the FCA Handbook requires FSMA-authorized firms such as Wise Assets UK to maintain effective systems and controls against financial crime, as outlined in the FCA’s Systems and Controls sourcebook.\n\nBelgium and EEA\n\nWise’s Belgian regulated entity is Wise Europe SA (“Wise Europe”), with registration number 0713629988. Wise Europe is regulated as a Payment Institution in Belgium by the National Bank of Belgium (“NBB”), and with this authorization has passporting rights to provide its services to EEA clients on a cross-border basis.\n\nWise Europe is authorized by the NBB to provide the following payment services:\n\n \n\n \n•\n \n\nexecution of payment transactions, including transfers of funds on a payment account with the user’s payment service provider or with another payment service provider, including execution of direct debits, including one-off direct debits; execution of payment transactions through a payment card or a similar device; and execution of credit transfers, including standing orders;\n\n \n\n \n•\n \n\nissuing of payment instruments and/or acquiring of payment transactions; and\n\n \n\n \n•\n \n\nmoney remittance.\n\nWise Europe is also authorized to provide its services across the EEA through its passporting rights.\n\nWise Assets Europe AS (“Wise Assets Europe”) is authorized by the Estonian Financial Supervision and Resolution Authority (“EFSA”) under the Securities Markets Act (“SMA”) to carry out various investment services which it passports across EEA, in particular (i) reception and transmission of orders related to securities; (ii) execution of orders related to securities in the name of or for the account of the client; (iii) safekeeping and administration of securities for a client and activities related thereto; and (iv) provision of foreign exchange services where these are connected with the provision of investment services.\n\nRegulatory Authorities\n\nNBB\n\nWise Europe’s primary regulator in Belgium is the NBB. The NBB is responsible for prudential supervision of credit institutions, insurers, stockbrokers, and other financial organizations, and, alongside the Belgian Financial Services and Markets Authority and the FPS Finance, the NBB ensures the supervision of the Belgian financial sector. Its authority includes oversight of the financial information that Wise Europe disseminates and the products it offers to people and its compliance with the rules of business conduct. The NBB and Belgian Financial Services and Markets Authority act in concert with the European Banking Authority, an independent EU authority that provides prudential regulation and supervision across the European banking sector.\n\n \n\n59\n\n##### Table of Contents\n\nEFSA\n\nWise Assets Europe is regulated by the EFSA. EFSA carries out state supervision over banks, insurance companies, insurance intermediaries, investment firms, fund managers, investment and pension funds, payment institutions, e-money institutions, creditors and credit intermediaries, and the securities market that all operate under activity licenses granted by EFSA.\n\nApplicable Law\n\nPSD2\n\nThe primary aim of the Revised Payment Service Directive (“PSD2”) was to update, complement and replace the original Payment Services Directive. PSD2 was transposed in Belgium through the Act of 11 March 2018 on the legal status and supervision of payment institutions and e-money institutions, which entered into force on March 26, 2018, and the Act of 19 July 2018 amending and inserting provisions relating to payment services in various books of the Economic Law Code. It introduced new requirements aimed at enhancing payments security and regulating online payment services, in addition to creating a more integrated and seamless payments experience for payment institution customers across the EEA. PSD2 captures Wise Europe as a payment institution. The primary aims of the regulation are to improve consumer protection, create a more secure payment environment while fostering innovation, and ensuring a level playing field between payment services providers.\n\nPSD2 builds on the original Payment Service Directive by requiring Wise Europe to notably:\n\n \n\n \n•\n \n\nissue and use strong customer authentication solutions, allowing for authorization to be linked to the specific amount and payee;\n\n \n\n \n•\n \n\noffer transaction and device monitoring to identify unusual payment patterns; and\n\n \n\n \n•\n \n\nprovide standardized and reliable access interface to payment accounts (i.e., an API) which makes it possible to identify third-party payment service providers in a secure way and secures all related communication between all parties involved.\n\nPSD2 also extended provisions on transparency and information requirements to all currencies (as opposed to only those in the EEA), broadened the definition of “payment services” to include payment initiation services and account information services and amended certain exemptions and conduct of business rules.\n\nInterchange Fee Regulation\n\nThe Interchange Fee Regulation introduced ceilings for inter-change fee rates on card-based payment transactions. Business cards are excluded from the section on inter-charge fees and the Intercharge Fee Regulation specifies that it applies to transactions where both the payer’s payment service provider and the payee’s payment service provider are located within the European Union.\n\nCapital Requirements\n\nUnder PSD2, authorized PIs are required to hold a minimum amount of capital as a buffer in the event of unexpected losses or to satisfy first losses if it were to be wound up. Minimum capital requirements (referred to as “Own Funds”) are calculated in accordance with the Royal Decree of 27 April 2018 approving the Regulation of 10 April 2018 of the National Bank of Belgium on the own funds of payment institutions. As a result, Wise Europe is required, at all times, to hold Own Funds equal to or in excess of the greater of:\n\n \n\n \n•\n \n\nthe amount of initial capital required (€125,000); and\n\n \n\n \n•\n \n\nthe minimum own funds requirement which amounts to the sum of the following elements multiplied with scaling factors: 4% of average monthly payment volumes up to €5 million; 2.5% of average\n\n \n\n60\n\n##### Table of Contents\n\n \n\nmonthly payment volumes above €5 million up to €10 million; 1% of average monthly payment volumes above €10 million up to €100 million; 0.5% of average monthly payment volumes above €100 million up to €250 million; and 0.25% of average monthly payment volumes above €250 million.\n\nSanctions\n\nThe sanctions regimes applicable in Belgium are imposed at different levels: internationally by the UN Security Council and the European Union and nationally by different Belgian authorities. The General Administration of the Treasury is authorized to carry out the administration and compliance inspection for these sanctions. In addition to its implementation of the UN and EU sanctions regimes, Belgium has taken measures to draw up its National List, adopted by a Royal Decree of 28 December 2006, as amended from time to time. The decree requires the immediate freezing of all funds and economic assets of the persons and entities mentioned in the national list and forbids, directly or indirectly, facilitating the funds and economic assets of these persons and entities. Financial institutions, including Wise, must forward information regarding the implementation of the Decree, including information about bank accounts and other assets and economic resources of the aforementioned, to the Minister of Finance c/o General Administration of Treasury. Breaches of these restrictive measures are enforced under Belgian Law of 11 May 1995.\n\nWise Assets Europe—MiFID II\n\nSMA implements the Markets in Financial Instruments Directive II (MiFID II), the Markets in Financial Instruments Regulation and the Markets in Financial Instruments Directive Organisational Regulation, which also apply to Wise Assets Europe.\n\nWise Assets Europe—Capital Requirements\n\nUnder the Investment Firms Regulation, a firm’s minimum capital requirement is determined by its regulatory permission profile and the activities it undertakes. Wise Assets Europe, classified as a Class 2 investment firm, has a permanent minimum capital requirement of €150,000 under Article 9 of Directive (EU) 2019/2034.\n\nAustralia\n\nOur Australian regulated entity is Wise Australia Pty Ltd (“Wise Australia”). It is regulated by the Australian Securities and Investments Commission (“ASIC”) as an Australian financial services (“AFS”) licensee pursuant to the Corporations Act 2001 (Cth) Australian Corporations Act. As an AFS licensee, Wise Australia is authorized to carry on a financial services business in Australia and to provide certain financial services specified under its AFS license. Under its AFS license, Wise Australia is authorized to (i) provide general financial product advice in respect of foreign exchange contracts, managed investment schemes (excluding investor-directed portfolio services), and non-cash payment products; (ii) deal in financial products by issuing, applying for, acquiring, varying or disposing of foreign exchange contracts and non-cash payment products and by applying for, acquiring, varying or disposing of those products on behalf of another person; and (iii) make a market for foreign exchange contracts. Wise Australia is authorized to provide these financial services to both retail and wholesale clients.\n\nWise Australia is also regulated by the Australian Prudential Regulation Authority (“APRA”) under an authorized deposit-taking institution (“ADI”) license. This license permits Wise Australia to carry on banking business in Australia under subsection 9(3) of the Banking Act 1959 (Cth) (“Australian Banking Act”), limited to providing purchased payment facilities (“PPF”).\n\nFurther, Wise Australia is regulated by the Australian Transaction Reports and Analysis Centre (“AUSTRAC”) as a registered independent remittance dealer and account provider in accordance with the Anti-\n\n \n\n61\n\n##### Table of Contents\n\nMoney Laundering and Counter-Terrorism Financing Act 2006 (“Australian AML/CTF Act”). It is enrolled on the AUSTRAC Reporting Entities Roll and registered on the AUSTRAC Remittance Sector Register.\n\nWise Australia Investments Pty Ltd (Wise Australia Investments) holds an Australian Financial Services license issued by ASIC to carry out various investment services, including offering our Wise Assets product in Australia.\n\nRegulatory Authorities\n\nASIC\n\nASIC is Australia’s regulator for corporations, financial markets, financial services and consumer credit. The principal law governing corporations and the provision of financial services in Australia is the Australian Corporations Act and its regulations under the Corporations Regulations 2001 (Cth).\n\nASIC maintains broad supervisory powers in respect of companies and AFS licensees. These include the imposition of any criminal or civil liability for breaches of relevant provisions in the Australian Corporations Act. Under certain circumstances, ASIC also has, for example, the power to deregister proprietary companies, to cancel an AFS license and to issue a banning order which prohibits the person from providing any financial services or specified financial services in specified circumstances or capacities.\n\nAPRA\n\nAPRA is the prudential regulator of the financial services industry in Australia. It licenses and supervises banking, insurance and superannuation businesses. APRA establishes prudential standards that regulated institutions must comply with. These standards set out a range of requirements in relation to financial soundness, risk management, and governance.\n\nThe license obtained by Wise Australia from APRA permits it to carry on banking business in Australia, limited to providing PPF. Wise Australia must meet certain prudential requirements applicable to providers of PPF, as set out in Prudential Standard APS 610. Specifically, pursuant to the terms of its license, Wise Australia is required, at all times, to maintain Common Equity Tier 1 capital above its prudential capital requirements, which is minimum of 4% of total outstanding stored value liabilities. Wise Australia must not pay interest on amounts held for the benefit of its customers. In addition, it is not authorized to conduct general banking business in Australia.\n\nAfter an institution is licensed by APRA, it is subject to ongoing supervision to ensure it is meeting APRA’s prudential requirements. If APRA has concerns about a supervised institution’s prudential strength or risk management, it will work with the institution to have those issues promptly addressed. If the institution is uncooperative, or APRA otherwise considers it necessary, APRA can take a range of enforcement actions against an institution, or individuals associated with that institution, to protect the interests of depositors.\n\nAUSTRAC\n\nAUSTRAC administers the AML and CTF laws in Australia, and is also the primary regulator of remittance service providers in Australia. AUSTRAC maintains ongoing oversight of reporting entities. This includes the imposition of any criminal or civil liability against such entities for breach of relevant provisions in the Australian AML/CTF Act. In addition, AUSTRAC has the power to cancel a person’s registration on the AUSTRAC Remittance Sector Register (i.e., require the person to cease providing registrable designated remittance services) in certain circumstances, including breaches of a condition of registration.\n\nDepartment of Foreign Affairs (“DFAT”)\n\nDFAT is a department of the Federal Government of Australia. DFAT administers Australia’s sanctions regime and may impose criminal liability against persons for breach of relevant sanctions provisions.\n\n \n\n62\n\n##### Table of Contents\n\nApplicable Law\n\nAustralian Corporations Act\n\nIn respect of financial services, the Australian Corporations Act requires a person, subject to applicable exemptions, to hold an AFS license, or be an authorized representative of a person who holds an AFS license, if they carry on a financial services business in Australia. ASIC maintains oversight of the AFS licensing regime.\n\nThe Australian Corporations Act imposes overriding general obligations on AFS licensees, including the requirement to do all things necessary to ensure that the financial services covered by the relevant AFS license are provided efficiently, honestly and fairly. In addition to the general obligations, AFS licensees are otherwise required to comply with certain requirements relevant to the financial services and products that they provide to their clients (such as disclosure requirements in the form of a Product Disclosure Statement in specified situations involving the issue of a financial product to a retail client).\n\nAustralian Banking Act\n\nUnder the Australian Banking Act, it is an offence to conduct banking business in Australia without the proper authority. A company that intends to conduct any business that can be classed as banking business, needs to obtain an ADI license from APRA giving it the authority to conduct banking business in Australia.\n\nADIs must also comply with the Financial Accountability Regime (“FAR”), which is set out in the Australian Financial Accountability Regime Act 2023. FAR, which is jointly administered by ASIC and APRA, establishes accountability obligations for ADIs and their senior executives and directors, including, among other things, deferred remuneration, key personnel and notification obligations for ADIs. It also requires ADIs to appoint accountable persons to the responsibilities covered under the regime.\n\nCapital Requirements\n\nPrudential Standard APS 610 requires ADIs that have obtained an authority to provide PPF to meet prudential requirements commensurate with their risk profile. These ADIs form a class of ADI known as PPF providers. PPF providers are not authorized to conduct general banking business in Australia.\n\nPrudential Standard APS 610 sets out the ADI prudential standards that apply to PPF providers, as well as additional requirements applying to PPF providers that have stored value at risk. The key requirements of this prudential standard for PPF providers with stored value at risk are:\n\n \n\n \n•\n \n\nA PPF provider must maintain Common Equity Tier 1 Capital above its prudential capital requirement at all times;\n\n \n\n \n•\n \n\nA PPF provider with stored value at risk must hold, at all times, high quality liquid assets equal to its stored value liabilities; and\n\n \n\n \n•\n \n\nA PPF provider with stored value at risk must meet certain operational risk requirements.\n\nA PPF provider has a notification obligation to inform APRA of any actual or potential breach of the capital adequacy requirements, and any breach of its minimum liquidity holdings, or concerns over the adequacy of its liquidity holdings.\n\nOther Prudential Requirements\n\nPrudential Standard APS 610 also requires Wise Australia to comply with several other prudential standards in relation to operational risk management (CPS 230), risk management (CPS 220), information security (CPS 234), governance (CPS 510), fit and proper (CPS 520), resolution planning (CPS 900) and audit (APS 310).\n\n \n\n63\n\n##### Table of Contents\n\nAustralian AML/CTF Act\n\nEntities that carry on a business in Australia providing designated services, including remittance and currency exchange services, must enroll with AUSTRAC as reporting entities and comply with certain requirements under the Australian AML/CTF Act and AML/CTF Rules. Remittance and currency exchange services are deemed to be designated services under the Australian AML/CTF Act, and providers of designated remittance services must separately register on the AUSTRAC Remittance Sector Register.\n\nReporting entities are required to develop and maintain an AML/CTF program. The purpose of an AML/CTF program is to specify how the reporting entity will identify, mitigate and manage risk that it might reasonably face that the provision of designated services at or through a permanent establishment of the entity in Australia might involve or facilitate money laundering or financing of terrorism, and to set out applicable customer identification procedures for customers of the reporting entity.\n\nIn addition to developing and maintaining an AML/CTF program, some other key requirements for reporting entities include compliance with reporting obligations (including the reporting of suspicious matters to AUSTRAC) and record-keeping (for example, regarding applicable customer identification procedure).\n\nSanctions Laws\n\nThe Charter of the United Nations Act 1945 (“United Nations Act”), which implements the United Nations Security Council sanctions, and the Autonomous Sanctions Act establish the sanctions regime in Australia. Both laws are administered by DFAT. These laws impose particular sanctions measures (including undertaking a sanctioned supply or sanctioned import) in respect of specific countries or particular groups of people (such as persons who commit terrorism).\n\nIt is an offence under the United Nations Act for any person to engage in conduct that would contravene a UN sanction enforcement law. Contravention of a United Nations sanction enforcement law is punishable by imprisonment (for individuals) or by imposition of a fine (for both individuals and corporations).\n\nThe Autonomous Sanctions Act prohibits persons from engaging in conduct that would contravene a sanction law. Sanction laws are specified by the Minister for Foreign Affairs by legislative instrument, and include autonomous sanctions that have been legislated under the Autonomous Sanctions Regulations.\n\nPrivacy Laws\n\nThe Privacy Act outlines the Australian Privacy Principles that companies need to meet to ensure protection of privacy for individuals. Currently there are 13 privacy principles which cover collection, disclosure, security, access, and management of personal information as well as direct marketing and anonymity requirements.\n\nGovernance of Third-Party Risk\n\nWise maintains a Third-Party Management & Outsourcing Policy (“TPM Policy”) to deliver guidelines and practices for governance, regulatory compliance and risk management of its in-scope third party arrangements. Wise’s Group Risk Committee, a committee of the leadership team, is responsible for approving the TPM Policy. The TPM Policy sets out a number of controls, including pre-onboarding and onboarding controls (e.g., risk profile determination, service materiality evaluations, due diligence, activity suitability evaluations), contract controls and ongoing monitoring controls (e.g., periodic reassessments and required business continuity and disaster recovery documentation). Collectively, these processes are designed to ensure effective risk management and regulatory compliance for all in-scope third parties throughout their lifecycle with Wise, from onboarding to offboarding.\n\n \n\n64\n\n##### Table of Contents\n\nC. Organizational Structure\n\nWise Group plc is a Jersey public limited company that serves as the ultimate parent company of the Group. Wise Group plc is Jersey incorporated and is intended to be solely a U.K. tax resident. Our principal executive office is located at 1st Floor Worship Square, 65 Clifton Street, London EC2A 4JE, United Kingdom.\n\nThe Wise Group spans approximately 53 subsidiaries across 24 countries. This includes 44 “operating” subsidiaries (21 in APAC, 13 in EMEA, 5 in LatAm and 5 in North America) which are at various stages of operation. The remaining subsidiaries are group holding companies or are otherwise non-operating.\n\nD. Property, Plant and Equipment\n\nOur principal executive office is located in leased office space on 1st Floor Worship Square, 65 Clifton Street, London EC2A 4JE, United Kingdom, and consists of approximately 83,000 square feet. As of March 31, 2026, we principally leased offices in seven additional cities: Austin, Budapest, Brussels, New York, Singapore, Tallinn and São Paolo. We also operate out of flexible office locations across the globe as needed to support our operations. We are not aware of any environmental issues or other constraints that would materially impact the intended use of our facilities. While we may require additional space and facilities as our business expands, we believe that our current facilities are adequate to meet our current needs."}