SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

Peiris Nilan

(Last)

(First)

(Middle)

C/O WISE GROUP PLC

1ST FLOOR WORSHIP SQ., 65 CLIFTON STREET

(Street)

LONDON

EC2A 4JE

(City)

(State)

(Zip)

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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2026

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	10/15/2026		M		105,239	A	⁽¹⁾	2,574,700	D
Class A Ordinary Shares	10/16/2026		S		58,262	D	$ 11.75 ⁽²⁾	2,516,438	D
Class B Ordinary Shares ⁽³⁾								1,125,790	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	10/15/2026		M			26,310	⁽⁴⁾	⁽⁴⁾	Class A Ordinary Shares	26,310	$ 0	0	D
Restricted Share Units	⁽¹⁾	10/15/2026		M			26,310	⁽⁵⁾	⁽⁵⁾	Class A Ordinary Shares	26,310	$ 0	105,238	D
Restricted Share Units	⁽¹⁾	10/15/2026		M			26,309	⁽⁶⁾	⁽⁶⁾	Class A Ordinary Shares	26,309	$ 0	210,480	D
Restricted Share Units	⁽¹⁾	10/15/2026		M			26,310	⁽⁷⁾	⁽⁷⁾	Class A Ordinary Shares	26,310	$ 0	315,712	D
Restricted Share Units	⁽¹⁾	10/15/2026		A		495,437		⁽⁸⁾	⁽⁸⁾	Class A Ordinary Shares	495,437	$ 0	495,437	D

Explanation of Responses:

1. Each restricted share unit (RSUs) represents a contingent right to receive one Issuer Class A Ordinary Share or cash.

2. Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of the Restricted Share Units and does not represent a discretionary sale by the Reporting Person.

3. 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.

4. The reporting person was previously granted 52,619 RSUs, which vested on July 15, 2026 and October 15, 2026.

5. The reporting person was previously granted 157,858 RSUs, vesting in six equal quarterly installments beginning on July 15, 2026.

6. The reporting person was previously granted 263,099 RSUs, vesting in ten equal quarterly installments beginning on July 15, 2026.

7. The reporting person was previously granted 368,332 RSUs, vesting in fourteen equal quarterly installments beginning on July 15, 2026.

8. The RSUs vest in sixteen equal quarterly installments beginning on January 15, 2027.

	/s/ David Fu, as attorney-in-fact	10/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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