Wise Group (Nasdaq: WSE) starts £405m Class A share buyback

Rhea-AI Filing Summary

Wise Group plc has launched a share buyback program authorizing repurchases of Class A ordinary shares for an aggregate maximum consideration of up to £405 million (approximately $540 million). Repurchases will be executed by Goldman Sachs International under non-discretionary arrangements on Nasdaq, other US venues, the London Stock Exchange, CBOE Europe and Aquis, starting July 21, 2026 and expected to complete no later than March 31, 2027.

The buyback is intended to reduce share capital and meet obligations from employee share schemes and other equity awards. Around 40% of repurchased shares will be transferred to the Company’s Employee Share Trust, with the remaining 60% held in treasury. The maximum number of Class A ordinary shares that may be purchased under the program is 102,500,025, reflecting the shares remaining under existing shareholder authority, which expires at the earlier of the close of business on September 30, 2026 or the conclusion of the next Annual General Meeting.

Wise highlights its scale, noting that in fiscal year 2026 it supported around 19 million people and businesses, processed over $240 billion in cross-border transactions and saved customers over $3 billion in fees.

Key Figures

Buyback Maximum Consideration: £405 million Approximate Buyback Value in USD: $540 million Maximum Class A Shares Under Existing Authority: 102,500,025 shares +5 more

8 metrics

Buyback Maximum Consideration £405 million Aggregate maximum consideration for Class A share repurchases under the buyback program

Approximate Buyback Value in USD $540 million Approximate U.S. dollar value of the aggregate maximum buyback consideration

Maximum Class A Shares Under Existing Authority 102,500,025 shares Maximum number of Class A ordinary shares that may be purchased under shareholder authority

Buyback Commencement Date July 21, 2026 Date on which the share buyback program commences

Latest Expected Buyback Completion Date March 31, 2027 Program is expected to complete no later than this date

Customers Supported FY 2026 19 million Approximate number of people and businesses Wise supported in fiscal year 2026

Cross-Border Transactions Processed FY 2026 $240 billion Value of cross-border transactions processed in fiscal year 2026

Customer Savings FY 2026 $3 billion Amount customers saved using Wise in fiscal year 2026

Key Terms

share buyback program, Rule 10b-18, Rule 10b5-1, Employee Share Trust, +1 more

5 terms

share buyback program financial

"Wise Group plc launches share buyback program"

A share buyback program is when a company uses its cash to repurchase its own outstanding shares from the market, reducing the number of shares available to investors. That matters because it can raise the value of remaining shares and signal management's confidence in the business—similar to a bakery buying back unsold loafs to make each remaining loaf represent a larger share of its oven’s output—though buybacks can also affect cash available for other uses.

Rule 10b-18 regulatory

"within the parameters prescribed by Rule 10b-18 under the Exchange Act"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

Rule 10b5-1 regulatory

"purchases will be made pursuant to a trading plan intended to qualify under Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Employee Share Trust financial

"40% of the shares repurchased will be transferred to the Company’s Employee Share Trust"

An employee share trust is a legal vehicle that holds company stock on behalf of workers, similar to a shared safe where shares are kept until employees earn or exercise them. It matters to investors because the trust manages how and when new or reserved shares are issued, which can dilute existing ownership, affect earnings per share, and influence employee incentives and retention—factors that can change a company’s performance and stock value.

EU Market Abuse Regulation (596/2014) regulatory

"conducted within the parameters prescribed by the EU Market Abuse Regulation (596/2014)"

An EU market abuse regulation is a set of rules that prevents cheating in financial markets by banning insider trading, misleading market manipulation, and requiring timely public disclosure of important company information. Think of it like a referee and scoreboard that make sure everyone plays by the same rules and sees the same key facts; that fairness helps prices reflect true value, protects ordinary investors, and creates legal obligations and penalties that can affect a company's stock and investor decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is the size of Wise Group (WSE)'s new share buyback program?

Wise Group’s share buyback program authorizes repurchases of Class A ordinary shares for up to £405 million (approximately $540 million). The Broker will execute purchases across Nasdaq, the London Stock Exchange and other venues within regulatory parameters.

Over what period will Wise Group (WSE) conduct its share buyback?

The buyback begins on July 21, 2026 and is expected to complete no later than March 31, 2027. It will operate under non-discretionary arrangements with Goldman Sachs International and a trading plan intended to qualify under Rule 10b5-1.

How many shares can Wise Group (WSE) repurchase under its existing authority?

Wise Group may purchase or commit to purchase up to 102,500,025 Class A ordinary shares under its existing shareholder authority. This authority expires at the earlier of September 30, 2026 close of business or the conclusion of the next Annual General Meeting.

How will Wise Group (WSE) use shares repurchased under the buyback?

Approximately 40% of repurchased shares will go to the Company’s Employee Share Trust to satisfy employee equity awards, while 60% will be held in treasury. The program is also intended to reduce the Company’s share capital.

What business scale metrics does Wise Group (WSE) disclose in this report?

For fiscal year 2026, Wise supported around 19 million people and businesses, processed over $240 billion in cross-border transactions and saved customers over $3 billion. These figures illustrate the transaction volume running through its platform.

Under which regulations will Wise Group (WSE)'s buyback be conducted?

The buyback will follow U.S. federal securities laws, including Rule 10b-18 under the Exchange Act, and the EU Market Abuse Regulation (596/2014) as retained in UK law, alongside the Company’s existing shareholder repurchase authority.

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 21, 2026, Wise Group plc released, via the Regulatory News Service in London, an announcement regarding its share buyback program, which is furnished as Exhibit 99.1 to this Form 6-K.

EXHIBIT INDEX

Exhibit No.		Description
99.1		RNS Announcement dated July 21, 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: July 21, 2026				By:		/s/ Emmanuel Thomassin
				Name:		Emmanuel Thomassin
				Title:		Chief Financial Officer

Exhibit 99.1

Wise Group plc

Wise Group plc launches share buyback program

New York, NY, July 21, 2026 - Wise Group plc (Nasdaq: WSE; LSE: WISE) (the “Company”), the global technology company building the best way to move and manage the world’s money, today confirms the start of its share buyback program, which was previously announced on June 26, 2026. The Company has entered into non-discretionary arrangements with Goldman Sachs International (the “Broker”) to carry out the program. Under the program, the Broker will repurchase the Company’s Class A ordinary shares on the Company’s behalf for an aggregate maximum consideration of up to £405 million (approximately $540 million) (the “Buyback”).

Purchases can be made on Nasdaq and other applicable US trading venues, the London Stock Exchange, CBOE Europe Limited and Aquis. The Buyback will commence on July 21, 2026 and is expected to complete no later than March 31, 2027.

The Buyback is being undertaken for the purposes of reducing the Company’s share capital and satisfying obligations arising from employee share schemes and other equity awards. Approximately 40% of the shares repurchased as part of the Buyback will be transferred to the Company’s Employee Share Trust to satisfy employee equity awards, with the remaining 60% to be held in treasury.

The Broker will conduct the Buyback on the Company’s behalf and will make trading decisions in relation to the Buyback independently of the Company in accordance with certain pre-set parameters.

The Buyback will be conducted within the parameters prescribed by (i) applicable United States federal securities laws, including the pricing and volume requirements of Rule 10b-18 under the U.S. Securities Exchange Act of 1934 (“Exchange Act”), as amended, and (ii) the EU Market Abuse Regulation (596/2014) and the Commission Delegated Regulation (EU) 2016/1052 as such legislation forms part of law in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 (as may be amended, extended and/or supplemented from time to time), and within the scope of the Company’s existing authority to repurchase shares granted pursuant to a shareholder resolution of the Company passed on 29 April 2026 (the “Existing Authority”) and any further authority to be conferred at the 2026 Annual General Meeting. Purchases will be made pursuant to a trading plan intended to qualify under Rule 10b5-1 of the Exchange Act.

The maximum number of Class A ordinary shares which may be purchased or committed to be purchased by the Company under the program is 102,500,025, being the number of Class A ordinary shares remaining under the Existing Authority granted by shareholders of the Company.

The Company will seek renewal of the shareholder authority to repurchase shares at its next Annual General Meeting so that repurchases under the Buyback may continue. The existing shareholder authority to buy back shares will expire at the earlier of the close of business on September 30, 2026 or at the conclusion of the Company’s next Annual General Meeting.

The Company will make further announcements in respect of purchases under the Buyback as required by applicable law and regulation.

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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.

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 9.6 KB