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 July 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 July 23, 2026, Wise Group plc released, via the Regulatory News
Service in London, an announcement regarding the company’s U.S. national trust bank charter application, which is furnished as Exhibit 99.1 to this Form 6-K.
EXHIBIT INDEX
| Exhibit No. |
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Description |
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| 99.1 |
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RNS Announcement dated July 23, 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 |
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| |
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| Date: July 23, 2026 |
By: |
/s/ Kristo Käärmann |
|
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Name: |
Kristo Käärmann |
|
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Title: |
Chief Executive Officer |
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EXHIBIT 99.1
This announcement contains inside information
Our U.S. national trust bank charter application
Today, the U.S. Office of the Comptroller of the Currency
(OCC) communicated its decision to deny Wise’s application for a national trust bank charter at this time. Since submitting this
original application over a year ago, our business and compliance maturity have evolved significantly. This includes changes we have made
in response to OCC feedback throughout the application process, and the OCC’s letter published today refers to these historical
issues with our original application that we have been addressing. We look forward to submitting a viable application to the OCC in due
course which reflects both our growing business and the changing regulatory landscape.
The OCC’s decision does not affect Wise’s
normal operations, in the U.S. and elsewhere, under our existing money transmitter licenses (across 48 states and four territories) and
portfolio of 80+ licenses globally.
Timing of application
In its letter to Wise, the OCC refers to a public Multi-State
Consent Order in the U.S. from July 2025, one month after we submitted our application for a national trust bank charter. In response
to the Consent Order, we have strengthened our local U.S. program, enhanced our investigation and reporting processes, improved the integrity
of the data we collect from our customers and increased resourcing for our local compliance program.
We have invested significantly in enhancing our processes
and controls globally and in the U.S. since the original application for the trust charter was prepared, including those to prevent financial
crime alongside other forms of risk. Preventing bad actors from using financial institutions like Wise is of the utmost importance to
us. To achieve this, we work closely with regulators around the world including the UK’s Financial Conduct Authority (FCA) and the
National Bank of Belgium (NBB). This is typical for a financial institution of our size, as are routine examinations by these regulators
with findings and recommendations that we work to implement to provide a safe and secure service to our customers.
Evolving regulatory landscape and a new license
application
Since the submission of our original application, the
Federal Reserve announced in May 2026 a proposed change in the policy for payment system access. Our original application was conditioned
on obtaining direct access to master accounts at the Federal Reserve. With the Federal Reserve generally pausing account access for an
uninsured trust bank, the approach in our application became non-viable. Regulation for payments in the U.S. has also changed significantly
in the last year, including the enactment of the GENIUS Act, along with rapidly evolving Federal Reserve policy on how financial institutions
can directly access the federal payments network.
With digital assets, such as stablecoins, becoming
more visible alongside existing payment rails, Wise’s infrastructure is well positioned to play an important interoperability role
in this changing ecosystem. Our ability to efficiently connect payment systems, operate treasury management, and control risk in a regulated
environment are more relevant than ever before to deliver even greater outcomes for customers.
Based on the above, we have informed the OCC that we
plan to submit a new application for a national trust bank charter under a GENIUS Act framework, as we continue to maintain a positive
relationship with the agency.
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.
In fiscal year 2026, Wise supported around 19 million
people and businesses, processing over $240 billion in cross-border transactions and saving customers over $3 billion.
FORWARD LOOKING DISCLOSURE DISCLAIMER
This report may include forward-looking statements,
which are based on current expectations and projections about future events. These statements may include, without limitation, any statements
preceded by, followed by or including words such as “forward looking”, “guidance”, “target”, “believe”,
“expect”, “intend”, “may”, “anticipate”, “estimate”, “forecast,”
, “project”, “will”, “can have”, “likely”, “should”, “would”,
“could” and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject
to risks, uncertainties and assumptions about Wise and its subsidiaries. In light of these risks, uncertainties and assumptions, the events
in the forward-looking statements may not occur.
Past performance
cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying
past performance will continue in the future, and the statements in this report speak only as at the date of this report. No representation
or warranty is made or will be made that any forward-looking statement will come to pass and
there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements.
Wise expressly disclaims any obligation or undertaking
to update, review or revise any forward-looking statements contained in this report and disclaims any obligation to update its view of
any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made
in this report, whether as a result of new information, future developments or otherwise, except as required by law.
