Wise Group plc

Filing Date

May 8, 2026

Transaction Date

May 8, 2026

Accession Number

0002131391-26-000002

Form Type

3

Footnotes

1. (F1)Fully vested and exercisable.
2. (F2)The initial exercise price for the option award was 3.1969 GBP. In connection with the effectiveness of the Issuer's Scheme of Arrangement on May 8, 2026, the option award was assumed by the Issuer and the exercise price thereof was converted from British pound sterling to U.S. dollars using a mid-market exchange rate on May 8, 2026, which is not yet available as of the time of this initial statement of beneficial ownership of securities. The Reporting Person undertakes to provide in a subsequent statement of changes in beneficial ownership full information regarding the exercise price for the option award following the conversion described above.
3. (F3)The initial exercise price for the option award was 1.911 GBP. In connection with the effectiveness of the Issuer's Scheme of Arrangement on May 8, 2026, the option award was assumed by the Issuer and the exercise price thereof was converted from British pound sterling to U.S. dollars using a mid-market exchange rate on May 8, 2026, which is not yet available as of the time of this initial statement of beneficial ownership of securities. The Reporting Person undertakes to provide in a subsequent statement of changes in beneficial ownership full information regarding the exercise price for the option award following the conversion described above.
4. (F4)The initial exercise price for the option award was 0.5745 GBP. In connection with the effectiveness of the Issuer's Scheme of Arrangement on May 8, 2026, the option award was assumed by the Issuer and the exercise price thereof was converted from British pound sterling to U.S. dollars using a mid-market exchange rate on May 8, 2026, which is not yet available as of the time of this initial statement of beneficial ownership of securities. The Reporting Person undertakes to provide in a subsequent statement of changes in beneficial ownership full information regarding the exercise price for the option award following the conversion described above.
5. (F5)The restricted share units ("RSUs") will vest in two equal installments on July 15, 2026 and October 15, 2026, subject to the Reporting Person's continuous service through each applicable vesting date.
6. (F6)Each RSU represents a contingent right to receive one Issuer Class A Ordinary Share or cash.
7. (F7)The RSUs will vest in six equal quarterly installments commencing on July 15, 2026, subject to the Reporting Person's continuous service through each applicable vesting date.
8. (F8)The RSUs will vest in ten equal quarterly installments commencing on July 15, 2026, subject to the Reporting Person's continuous service through each applicable vesting date.
9. (F9)The RSUs will vest in fourteen equal quarterly installments commencing on July 15, 2026, subject to the Reporting Person's continuous service through each applicable vesting date.