Wise Wins UK High Court Approval for May 11 Nasdaq Dual Listing

Wise plc cleared its final legal hurdle on April 27, 2026, when Mr Justice Hildyard of the High Court of Justice in England and Wales sanctioned the company's scheme of arrangement under Part 26 of the Companies Act 2006, paving the way for the cross-border payments giant to commence trading on Nasdaq on May 11, 2026 [1]. The ruling removes the last material condition blocking what will be one of the most consequential London-to-US listing migrations in fintech history.

What the Court Approved

The scheme inserts a newly created entity, Wise Group plc, as the ultimate parent company of the existing Wise plc structure. Under the arrangement, Class A shares in Wise plc will cease trading on the London Stock Exchange's Main Market at close of business on May 8, 2026, and Wise Group plc Class A shares will be admitted to both the LSE and Nasdaq simultaneously at the opening of each exchange on May 11 [1][2]. The scheme itself becomes legally effective at 10:00 p.m. London time on May 8, after delivery of the Court Order to the Registrar of Companies.

Justice Hildyard was direct in his conclusion [3]:

"Overall I am satisfied that I should, in my discretion, sanction the scheme."

The court heard from barristers for Wise that the proposal had been unanimously recommended by the company's directors, approved by more than 90% of Class A shareholders and nearly 85% of Class B shareholders at general meetings held in July 2025, and that all regulatory conditions beyond court registration had already been satisfied [3].

Governance Controversy Did Not Block the Path

The scheme's approval was not without friction. Taavet Hinrikus, co-founder and holder of roughly 5% of shares through his vehicle Skaala Investments, publicly described the plans as "inappropriate and unfair" in a letter to shareholders last July, arguing the proposal diluted Class A voting power and bundled the US listing with a ten-year extension of the dual-class share structure in a way that denied shareholders a genuine choice [4]. Hinrikus's Class B co-founder privileges, alongside those of CEO Kristo Kaarmann, underpin a structure where Class B shareholders collectively hold more than 90% of total voting rights.

Andrew Thornton KC, representing Wise at the April 27 hearing, told the court that those who had raised governance concerns were ultimately "prepared to wear it in order to get the Nasdaq listing" [3]. Crucially, no party appeared in court to oppose the sanction, and the judge concluded that the overwhelming shareholder mandate and the strategic logic of the move justified approval.

The Strategic Case for Nasdaq

Wise's board has consistently argued that the United States represents its single largest addressable market today. CEO Kristo Kaarmann stated in April [5]:

"The US listing will further increase our profile in the US, the largest market opportunity for our products today."

The company is already pursuing partnerships with more than 4,000 banks in the country and has filed an application to form a national trust bank [5]. Reporting conventions will also shift: the company has confirmed it will present annual results under US GAAP and in US dollars, abandoning IFRS and sterling, in a signal of how thoroughly it intends to reorient toward American capital markets and investor expectations.

The move also extends the dual-class share structure through approximately 2031, giving Kaarmann continued outsized influence over corporate direction at a critical moment when Wise is competing with US-listed rivals such as Remitly and Payoneer as well as the growing stablecoin-based remittance infrastructure that companies like Ripple and Circle are assembling. While Wise has been notably quiet on stablecoins relative to its fintech peers, analysts have noted that a Nasdaq listing unlocks access to US institutional capital and deepens relationships with US banks, both of which could accelerate any future product expansion into dollar-denominated digital settlement rails.

Key Metrics Heading Into the Listing

Wise enters its Nasdaq debut from a position of solid operational momentum. The company's Q4 fiscal year 2026 update, covering the quarter to March 31, 2026, showed underlying income rising 24% year-on-year to GBP 435.3 million, while active customers climbed 22% to 11.3 million for the quarter [5]. For the full fiscal year 2026, active customers reached 18.9 million and cross-border volume hit GBP 181.7 billion, up 25% on the prior year [5].

The company's pretax profit margin for FY2026 is expected to land at the upper end of its guided 13-16% range, a step down from the 21% margin recorded in FY2025 but consistent with its stated posture of investing in growth ahead of the US listing [5].

Timeline to First Trade

With the court order now in hand and all other conditions satisfied, the operational countdown is straightforward. May 8 is the last day existing Wise plc Class A shares trade and settle in London. At 8:00 a.m. London time on May 11, Wise Group plc Class A shares will be admitted to the LSE Main Market. At 9:30 a.m. New York time the same day, Nasdaq trading commences [1][2]. From that moment, Wise will be a US-primary-listed company with a London secondary listing, reversing the geography of its 2021 IPO.

The company was founded in 2011 under the name TransferWise by Kaarmann and Hinrikus, and first listed on the LSE in July 2021 in a direct listing that valued it at roughly GBP 8 billion. The current market capitalisation of approximately GBP 10.16 billion reflects both the growth in its customer base and the market's anticipation of the Nasdaq premium.

References

[1] Investegate / Wise plc RNS, "Scheme of Arrangement," April 27, 2026. https://www.investegate.co.uk/announcement/rns/wise-class-a--wise/scheme-of-arrangement/9540136

[2] Black & Callow, "Helping Wise plc with its Dual Listing of Shares on Nasdaq and the London Stock Exchange," April 30, 2026. https://www.blackandcallow.com/news/2026/4/helping-wise-plc-with-its-dual-listing-of-shares-on-nasdaq-and-the-london-stock-exchange

[3] upday / PA Media, "Judge Approves Wise Nasdaq Move Extending Voting Rights Ten Years," April 27, 2026. https://www.upday.com/uk/world/despite-co-founder-opposition-judge-approves-wise-nasdaq-move-extending-voting-rights/vbwdxl0

[4] Morningstar / Alliance News, "Plans to Move Wise Primary Listing to US Approved by High Court Judge," April 27, 2026. https://www.morningstar.com/news/alliance-news/1777294558752633800/plans-to-move-wise-primary-listing-to-us-approved-by-high-court-judge

[5] Bloomberg Law, "Wise on Track for Nasdaq Listing in May as Income Jumps 24%," April 13, 2026. https://news.bloomberglaw.com/capital-markets/wise-on-track-for-nasdaq-listing-next-month-as-income-jumps-24