A High Court judge has approved plans for the London-based fintech company Wise to move its primary stock market listing from the UK to the United States, clearing a key legal hurdle for the ambitious transatlantic shift.
At a hearing on Monday, Mr Justice Hildyard sanctioned the scheme after barristers for Wise told the court the proposals had been unanimously recommended by the board and approved by the majority of shareholders. The judge acknowledged that the objections of co-founder Taavet Hinrikus created an “uncomfortable” sub-plot but said he was satisfied to exercise his discretion to approve the plan. No one appeared in court to oppose it.
The scheme is set to become effective on May 8, and the company plans to begin trading on the Nasdaq composite on May 11. Wise intends to maintain a secondary listing in London and has said it will continue hiring and investing in the UK, where it employs more than 1,000 staff at its headquarters.
Strategic rationale for the US move
Wise announced the proposal last June, aiming to shift its primary listing from the London Stock Exchange to the Nasdaq by creating a new holding company. The company’s board argued that listing in the US would provide “greater visibility in the US, the biggest market opportunity for our products today” and give it access to a wider pool of banking customers and investors. Wise’s chief financial officer, Emmanuel Thomassin, has highlighted the US market’s larger liquidity and investor community as a key driver.
The move reflects a broader trend of high-growth UK technology companies seeking listings in the US, citing better valuations, deeper capital markets and a more supportive investor culture. Dual-class share structures, which are central to the controversy around Wise’s plans, are more widely accepted in the US, where companies such as Meta and Alphabet operate them without expiration dates.
Wise reported strong recent financial performance. In the fourth quarter of fiscal 2026, cross-border transaction volume rose 27% year-on-year to £49.4 billion, active customers reached 11.3 million (up 22%), and underlying income increased 24% to £435.3 million. For the full fiscal year, underlying income stood at £1,609.2 million, an 18% increase. The company expects its underlying profit before tax margin for fiscal 2026 to be towards the top of its 13–16% guidance range.
Dual-class share structure: how it works and why it matters
The most contentious element of the plan is the extension of Wise’s dual-class shareholding structure by another decade. Under this arrangement, Class B shareholders — which include co-founder and chief executive Kristo Käärmann — hold more than 90% of the voting rights, despite owning a much smaller proportion of the company’s equity. Class A shareholders, who hold the ordinary shares available to the public, have significantly less voting power.
Wise first introduced the dual-class structure when it went public via a direct listing on the London Stock Exchange in July 2021. That listing included a sunset clause set to expire in July 2026. The approved scheme removes that sunset clause and extends the enhanced voting rights for the Class B shareholders for another ten years.
Such structures have faced criticism for entrenching management control and giving a minority of stakeholders oversized influence over corporate decisions. In the UK, dual-class shares have historically limited index eligibility — Wise’s original listing did not qualify for the FTSE 100 because of its structure.
Wise’s board has argued that the dual-class arrangement is “essential to ensuring our continued successful performance and safeguarding our focus on executing our strategy”.
Shareholder concerns and co-founder opposition
Taavet Hinrikus, who co-founded Wise in 2011 (originally as TransferWise) alongside Kristo Käärmann and stepped down as chair in 2021, voiced strong objections through his investment vehicle Skaala Investments OU, which owns about 5% of the company’s shares. In a letter to shareholders last July, Hinrikus described the proposals as “inappropriate and unfair”, arguing that they “deprive owners of a fair choice” and “prejudice Class A shareholders by diluting their voting power”.
Hinrikus also criticised the decision to bundle the dual-class share extension with the US listing vote, saying it was “buried” within the broader proposal and represented a lack of transparency. Despite Skaala holding a significant stake in Class B shares itself, Hinrikus argued that the extension “significantly exceeds standard practice” and could damage Wise’s value and reputation.
Wise’s board said it “takes Mr Hinrikus’s views seriously” but disagreed with his assessment. Barrister Andrew Thornton KC, representing Wise in court, noted in written submissions that there had been “no further correspondence” from Skaala since the initial letter. He told the court that “when push comes to shove”, those who had raised concerns about the proposals “are prepared to wear it in order to get the Nasdaq listing”.
Shareholders had already voted overwhelmingly in favour of the plans. Meetings held on July 28, 2025 saw approximately 91% of Class A shares and 84.5% of Class B shares supporting the resolutions. Major investors, including Andreessen Horowitz, backed the move. Governance advisory firms Glass Lewis and Institutional Shareholder Services (ISS) flagged concerns about the dual-class extension but ultimately recommended support.
Wise, which rebranded from TransferWise in February 2021, has reported that it will present its annual results in US dollars and under US GAAP, reflecting the upcoming dual listing. The company’s chair, David Wells, said shareholders had provided a “strong mandate to proceed”.
