Sec Form 3 Filing - Sinha Harsh @ Wise Group plc - 2026-05-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sinha Harsh 2. Issuer Name and Ticker or Trading Symbol Wise Group plc [ WSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O WISE GROUP PLC, 1ST FLOOR WORSHIP SQ., 65 CLIFTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2026 (Street) LONDONEC2A 4JE 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares 810,875 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Share Option (right to buy) ( 2 ) ( 1 ) 08/26/2030 Class A Ordinary Shares 130,000 D Employee Share Option (right to buy) ( 3 ) ( 1 ) 07/12/2029 Class A Ordinary Shares 227,500 D Employee Share Option (right to buy) ( 4 ) ( 1 ) 03/06/2028 Class A Ordinary Shares 455,000 D Restricted Share Units ( 6 ) ( 5 ) ( 5 ) Class A Ordinary Shares 52,620 D Restricted Share Units ( 6 ) ( 7 ) ( 7 ) Class A Ordinary Shares 157,859 D Restricted Share Units ( 6 ) ( 8 ) ( 8 ) Class A Ordinary Shares 263,097 D Restricted Share Units ( 6 ) ( 9 ) ( 9 ) Class A Ordinary Shares 368,332 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sinha Harsh C/O WISE GROUP PLC 1ST FLOOR WORSHIP SQ., 65 CLIFTON STREET LONDONEC2A 4JE Chief Technology Officer Signatures /s/ Nameeta Pai, Attorney-in-Fact 05/08/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fully vested and exercisable. ( 2 )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 )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 )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 )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 )Each RSU represents a contingent right to receive one Issuer Class A Ordinary Share or cash. ( 7 )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 )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 )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.

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 4(b)(v).

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