Wise Group plc-A 2026年年度报告和过渡报告

Table of Contents TABLE OF CONTENTSINTRODUCTIONCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSMARKET AND INDUSTRY DATAGLOSSARYPARTIItem 1. Identity of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on the CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description of Securities Other than Equity SecuritiesPARTIIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15. Controls and ProceduresItem 16. [Reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions from the Listing Standards for Audit CommitteesItem 16E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem 16F. Change in Registrant’s Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsItem 16J. Insider Trading PoliciesItem 16K. CybersecurityPARTIII Item 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits Table of Contents INTRODUCTION Wise Group plc (the “Registrant”) is a Jersey public limited company and the ultimate parent of Wise Limited (formerly Wise plc) and itsconsolidated subsidiaries. Wise Group plc was established as the ultimate holding company of the Group pursuant to a Scheme of Arrangement underPart 26 of the U.K. Companies Act 2006 (the “Scheme”), which was completed on May 8, 2026 (the “Reorganization Transaction”). On May11, 2026,Wise Group plc’s ordinary shares were admitted to trading on the Nasdaq Stock Market LLC (“Nasdaq”), with the Group’s primary listing transferringfrom the London Stock Exchange (the “LSE”) to Nasdaq, while retaining a secondary listing on the LSE. The consolidated financial statements included in this Annual Report on Form 20-F present the financial position and results of Wise Limited andits subsidiaries as of March31, 2026 and 2025 and for the years ended March31, 2026, 2025 and 2024. As the Scheme was completed subsequent to thefinancial reporting date, these financial statements are presented on the basis of Wise Limited as the then-ultimate holding company of the Group.References to the “Group” throughout this Annual Report on Form 20-F refer to Wise Limited and its subsidiaries for the period covered by thesefinancial statements. Wise Limited is the predecessor of the Registrant for financial reporting purposes. Following the completion of the Reorganization Transaction,Wise Group plc became the holding company, and its sole material asset is its equity interest in Wise Limited and its subsidiaries. Unless otherwise indicated or the context otherwise requires, all references in this Annual Report to the terms “we,” “us,” “our,” “Wise,” the“Group,” the “Company” and similar references refer to (i)prior to the completion of the Reorganization Transaction, Wise Limited and its whollyowned subsidiaries, and (ii)following the completion of the Reorganization Transaction, Wise Group plc and its wholly owned subsidiaries. The principal activity of the Group is the provision of cross-border and domestic financial services. Our reporting currency is the U.S. dollar, and unless indicated otherwise, any non-U.S. dollar denominated amounts in this Annual Report havebeen calculated based on the March31, 2026 closing exchange rate of £1.00 to $1.32. Our audited consolidated financial statements have been preparedin accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in thisAnnual Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,”“potential” and “should,” among others. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding ourintent, belief, or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currentlyavailable to our management. While we believe such information forms a reasonable basis for such statements, such information may be limited orinc