Wise Group CEO discloses major Class A and B stakes

Wise Group plc Chief Executive Officer and more-than-ten-percent owner Kristo Kaarmann filed an initial Form 3 disclosing his existing holdings of the company’s ordinary shares.

Rhea-AI Filing Summary

Wise Group plc Chief Executive Officer and more-than-ten-percent owner Kristo Kaarmann filed an initial Form 3 disclosing his existing holdings of the company’s ordinary shares. He reports indirect ownership through Kotilda OU of 779,766 Class A and 779,766 Class B ordinary shares, and direct ownership of 186,078,489 Class A and 161,022,590 Class B ordinary shares. The filing notes that each Class B ordinary share corresponds to a Class A ordinary share and will be automatically cancelled upon sale or other transfer of the corresponding Class A share, or as otherwise provided in the company’s articles of association.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Kaarmann Kristo

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class A Ordinary Shares	--	--	--
holding	Class A Ordinary Shares	--	--	--
holding	Class B Ordinary Shares	--	--	--
holding	Class B Ordinary Shares	--	--	--

Holdings After Transaction: Class A Ordinary Shares — 186,078,489 shares (Direct); Class A Ordinary Shares — 779,766 shares (Indirect, By Kotilda OU); Class B Ordinary Shares — 161,022,590 shares (Direct); Class B Ordinary Shares — 779,766 shares (Indirect, By Kotilda OU)

Footnotes (1)

1. F1. Each Class B ordinary share corresponds to a Class A ordinary share and will be automatically cancelled upon the sale or other transfer of the corresponding Class A ordinary share or as otherwise provided in the Issuer's articles of association.

Key Figures

Direct Class A holdings: 186,078,489 shares Direct Class B holdings: 161,022,590 shares Indirect Class A holdings: 779,766 shares +1 more

4 metrics

Direct Class A holdings 186,078,489 shares Class A Ordinary Shares held directly after reporting

Direct Class B holdings 161,022,590 shares Class B Ordinary Shares held directly after reporting

Indirect Class A holdings 779,766 shares Class A Ordinary Shares held indirectly via Kotilda OU

Indirect Class B holdings 779,766 shares Class B Ordinary Shares held indirectly via Kotilda OU

Key Terms

Class A Ordinary Shares, Class B Ordinary Shares, ten percent owner, articles of association, +1 more

5 terms

Class A Ordinary Shares financial

"security_title: "Class A Ordinary Shares""

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B Ordinary Shares financial

"security_title: "Class B Ordinary Shares""

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

ten percent owner financial

""is_ten_percent_owner": 1"

articles of association regulatory

"as otherwise provided in the Issuer's articles of association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

indirect ownership financial

""ownership_type": "indirect""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Wise Group (WSE) CEO Kristo Kaarmann report on this Form 3?

Kristo Kaarmann reports his existing holdings of Wise Group ordinary shares. He discloses large direct stakes in both Class A and Class B shares and additional indirect holdings through Kotilda OU, establishing him as a significant shareholder and insider.

How many Wise Group (WSE) Class A shares does Kristo Kaarmann hold?

Kristo Kaarmann reports direct ownership of 186,078,489 Class A ordinary shares. He also reports indirect ownership of 779,766 Class A shares through Kotilda OU, reflecting both personal and entity-held positions in Wise Group’s primary share class.

How many Wise Group (WSE) Class B shares does Kristo Kaarmann hold?

He reports direct ownership of 161,022,590 Class B ordinary shares and indirect ownership of 779,766 Class B shares through Kotilda OU. These Class B shares correspond to specific Class A shares and have special cancellation provisions on transfer.

What is the role of Kotilda OU in Wise Group (WSE) share ownership?

Kotilda OU is the entity through which Kristo Kaarmann indirectly holds 779,766 Class A and 779,766 Class B Wise Group shares. The filing classifies these positions as indirect ownership, distinguishing them from his much larger directly held stakes.

How are Wise Group (WSE) Class B ordinary shares linked to Class A shares?

Each Class B ordinary share corresponds to a specific Class A ordinary share. According to the filing, the Class B share is automatically cancelled if the corresponding Class A share is sold or transferred, or under other conditions in the articles of association.

Does this Wise Group (WSE) Form 3 show any recent share purchases or sales?

No, the Form 3 records holdings rather than transactions. All entries are reported as holdings with no buy or sell codes, indicating this filing serves to disclose Kaarmann’s existing beneficial ownership as an insider and major shareholder.

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

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Accepted by SEC EDGAR 05/08/2026 - 05:54 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kaarmann Kristo

(Last) (First) (Middle)

C/O WISE GROUP PLC

1ST FLOOR WORSHIP SQ., 65 CLIFTON STREET

(Street)

LONDON EC2A 4JE

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2026

3. Issuer Name and Ticker or Trading Symbol
Wise Group plc [ WSE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	186,078,489	D
Class A Ordinary Shares	779,766	I	By Kotilda OU
Class B Ordinary Shares(1)	161,022,590	D
Class B Ordinary Shares(1)	779,766	I	By Kotilda OU

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each Class B ordinary share corresponds to a Class A ordinary share and will be automatically cancelled upon the sale or other transfer of the corresponding Class A ordinary share or as otherwise provided in the Issuer's articles of association.

	/s/ Nameeta Pai, Attorney-in-Fact	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)