6-K
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2026

Commission File Number: 001-43229

 

 

Wise Group plc

(Translation of registrant’s name into English)

 

 

1st Floor, Worship Square

65 Clifton Street

London EC2A 4JE

United Kingdom

(Address of Principal Executive Office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F   ☐ Form 40-F

 

 
 


INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On May 11, 2026, Wise Group plc (the “Company”) released, via the Regulatory News Service in London, announcements regarding (i) the effectiveness of the previously announced court-approved scheme of arrangement under Part 26 of the U.K. Companies Act 2006; (ii) the commencement of the Company’s listing on the Nasdaq Stock Market on May 11, 2026; and (iii) its total voting rights, which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively. Each RNS Announcement was made in compliance with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    RNS Announcement, dated May 11, 2026.
99.2    RNS Announcement, dated May 11, 2026.
99.3    RNS Announcement, dated May 11, 2026.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    WISE GROUP PLC
Date: May 11, 2026     By:  

/s/ Kristo Käärmann

      Name:   Kristo Käärmann
      Title:   Chief Executive Officer
EX-99.1

Exhibit 99.1

 

LOGO

Scheme of Arrangement Becomes Effective

11 May 2026

Wise plc

(“Wise” or the “Company”)

Scheme of Arrangement Becomes Effective

Further to the announcement on 27 April 2026 relating to the Court’s sanction of the scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) by which Wise Group plc has been inserted as Wise’s ultimate parent company, the Company is pleased to announce that the Scheme became effective as of 10.00 p.m. (London time) on 8 May 2026.

Trading in Wise Group plc Class A Shares on Nasdaq (ticker: WSE) is anticipated to commence at 9.30 a.m. (New York time) today.

An application has been made to the London Stock Exchange for the cancellation of the trading of the Wise plc Class A Shares on its main market for listed securities and to the Financial Conduct Authority for the cancellation of the listing of the Wise plc Class A Shares in the equity shares (transition) category of the Official List, which in each case is expected to become effective at 8.00 a.m. (London time) today.

All of the Wise Group plc Class A Shares issued pursuant to the Scheme are expected to be admitted to the equity shares (transition) category of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s main market for listed securities (ticker: WISE), and dealings in the Wise Group plc Class A Shares are expected to commence, at 8.00 a.m. (London time) today.

Enquiries

Martin Adams - Investor Relations

owners@wise.com

Sana Rahman - Communications

press@wise.com

Brunswick Group

Charles Pretzlik / Emily Murphy

Wise@brunswickgroup.com

+44 (0) 20 7404 5959

About Wise

Wise is a global technology company, building the best way to move and manage the world’s money. With Wise Account and Wise Business, people and businesses can hold 40+ currencies, move money between countries and spend money abroad. Large companies and banks use Wise technology too; an entirely new network for the world’s money. Launched in 2011, Wise is one of the world’s fastest growing, profitable tech companies.

 

1

EX-99.2

Exhibit 99.2

PRESS RELEASE

Wise debuts US listing on Nasdaq

NEW YORK, NY May 11, 2026 — Wise (Nasdaq:WSE, LSE:WISE), the global technology company building the best way to move and manage the world’s money, today announces its listing on Nasdaq, with trading to commence at 9:30am ET.

Wise also maintains a secondary listing on the London Stock Exchange (LSE), with its shares continuing to trade on the LSE’s Main Market for listed securities.

Wise’s leadership team will be hosting a presentation at 10:00am ET on May 12th, which will cover preliminary estimates of select unaudited US GAAP financial data and select operating metrics for the financial year ended March 31, 2026, previously released to the LSE under IFRS reporting on April 13th, 2026. This includes:

 

   

Cross-border volume of $243 billion, an increase of 31% year-on-year

 

   

Customer holdings of $39 billion, up 40% year-on-year, including $9 billion in Wise Assets holdings

 

   

Transaction revenue of $1.9 billion, an increase of 22% year-on-year, including:

   

Cross-border revenue of $1.3 billion, up 17% year-on-year

   

Card and other revenue of $0.6 billion, up 34% year-on-year, with card spend of $44 billion, up 37% year-on-year

 

   

Net revenue of $2.5 billion, an increase of 19% year-on-year, including interest income on customer balances of $0.8 billion and interest expense on customer liabilities of $0.2 billion

The presentation will be made available on Wise’s Owner Relations website https://owners.wise.com/.

For more information on the translation of IFRS historical figures reported by the company to the US GAAP equivalent, including the translation of mid-term guidance, please refer to the RNS published to the LSE on April 13th, 2026, and materials uploaded to https://owners.wise.com/.

Kristo Käärmann, co-founder and CEO at Wise, said:

“Fifteen years ago, we set out with a simple but ambitious goal: to make moving and managing money around the world as fast, simple and cost-effective as sending an email. We’ve come a long way since then. In the last financial year, we helped nearly 19 million people and businesses, including banks like Morgan Stanley and Standard Chartered, move over $243 billion across borders instantly and at a fraction of the cost of traditional providers, saving our customers more than $3.3 billion in fees.

“Still, with $43 trillion moved across borders each year globally, we’re only getting started. People and businesses around the world are estimated to be losing over $250 billion in hidden fees each year — including here in the US where that figure is expected to hit $43 billion in 2026.


“We believe our US listing will help us accelerate our mission, helping to bring more of Wise to everyone in the US, as customers and as owners.”

David Wells, Chair at Wise, said:

“A listing in the US not only gives us better access to the world’s deepest and most liquid capital market, it also more closely aligns Wise with the major growth potential for us in the US — the biggest market opportunity for our products in the world today. We already serve millions of American consumers and businesses through Wise Account, Wise Business and Wise Platform, but we know that there are tens of millions more who need an alternative to the high fees, slow transfers, and unclear foreign exchange costs traditional providers offer.

“With this move we look to continue expanding our local presence and reaching thousands of US banks, online platforms and the many people and businesses who transact across borders.”

To mark this milestone, Wise is introducing a new OwnWise program, with customer loyalty benefits for eligible customers who also hold Wise shares. Read more here.

Wise has built an entirely new infrastructure for the world’s money. Today, Wise’s unique global payments network is composed of 80+ licenses and 8 markets with direct connections to domestic payment systems. This powerful infrastructure enables payments across more than 40 currencies, with 75% of payments made via Wise arriving instantly — in less than 20 seconds — and 96% arriving in 24 hours. Wise delivers payments that are instant, convenient and low cost — with an average fee of 0.52% compared to the typical industry charge of 3-5% globally. And with full transparency on fees being charged, customers know exactly what they’re paying before each transaction.

Enquiries

Martin Adams - Investor Relations

owners@wise.com

Sana Rahman - Communications

press@wise.com

Brunswick Group

Charles Pretzlik / Emily Murphy

Wise@brunswickgroup.com

+44 (0) 20 7404 5959

About Wise

Wise is a global technology company, building the best way to move and manage the world’s money. With Wise Account and Wise Business, people and businesses can hold 40+ currencies, move money between countries and spend money abroad. Large companies and banks use Wise technology too, an entirely new network for the world’s money. Launched in 2011, Wise is one of the world’s fastest growing, profitable tech companies. In the financial year 2026, Wise supported nearly 19 million people and businesses, processing over $243 billion in cross-border transactions and saving customers more than $3.3 billion.

EX-99.3

Exhibit 99.3

 

LOGO

Total Voting Rights and Capital

11 May 2026

Wise Group plc

(the “Company”)

Total Voting Rights and Capital

In accordance with Disclosure Guidance and Transparency Rule 5.6.1 the Company would like to notify the market of the following:

The Company’s issued share capital consists of 1,025,164,562 class A ordinary shares of $0.01, each carrying one vote (“Class A Shares”) and 204,338,749 class B ordinary shares of $0.000000001. The Company does not hold any Class A Shares or Class B Shares in treasury.

The total number of voting rights attributable to the Class A Shares is 1,025,164,562.

The total number of voting rights attributable to the Class B Shares is 1,839,048,741 and therefore the total number of voting rights in the Company in aggregate across the Class A Shares and the Class B Shares is 2,864,213,303.

It is noted that the latest aggregate voting rights in the Company across the Class A Shares and the Class B Shares would result in Kristo Käärmann holding over 50% of the total voting rights in the Company through his Class A Share and Class B Share holding. In accordance with the Company’s Articles of Association, for so long as Kristo Käärmann remains Chief Executive Officer of the Company, his voting rights are capped by reducing the exercisable votes in respect of his Class B Share holding to one vote below 50% of the total votes eligible to be cast in respect of a shareholder resolution (reducing to one vote below 35% should he cease to be Chief Executive Officer of the Company).

When accounting for the total number of Class B Share voting rights that will be restricted as a result of the above mentioned cap, the total exercisable voting rights in the Company in aggregate across the Class A Shares and Class B Shares is 2,442,267,687.

For any queries related to this, please contact the Company Secretariat on cosec@wise.com

About Wise

Wise is a global technology company, building the best way to move and manage the world’s money. With Wise Account and Wise Business, people and businesses can hold 40+ currencies, move money between countries and spend money abroad. Large companies and banks use Wise technology too; an entirely new network for the world’s money. Launched in 2011, Wise is one of the world’s fastest growing, profitable tech companies.