Wise Leaves London: Governance Lessons for Scale-Up Boards

What Wise's Nasdaq move means in practice

Wise (NASDAQ: WISE), the London-headquartered cross-border payments firm, now carries its primary listing on New York's Nasdaq exchange. A secondary listing on the London Stock Exchange remains in place, but the centre of gravity for price discovery, index inclusion, and analyst coverage has shifted across the Atlantic.

The company will report results in US dollars from this point forward, according to its own announcement. Shareholders approved the dual-listing plan last year.

Wise stated that the addition of a primary US listing would bring "a number of strategic and capital markets benefits to Wise and its owners," as reported by BusinessCloud. The firm pointed to "greater visibility" in the United States, where it employs more than 750 people.

The financial backdrop is strong. For the fourth quarter of FY2026, ending 31 March, Wise reported underlying income up 24% to £435.3 million, exceeding analyst expectations, according to the company's results. Cross-border transaction volumes rose 26% to £49.4 billion. Active customer numbers climbed 22% to 11.3 million. The firm said it expects annual profit margins to land at the top end of its 13–16% forecast range.

Kristo Käärmann, co-founder and chief executive, framed the listing move within a broader growth narrative. He said the company is "making good progress on building the network for the world's money," noting that Wise became one of the first payment institutions granted membership to Payments Canada in January 2026, and formally launched a UK current account with a physical branch concept on Oxford Street in London, as reported by BusinessCloud.

The governance dispute behind the headlines

The Nasdaq listing did not arrive cleanly. It was entangled with a dispute over dual-class share structures that exposed a fault line between Wise's two co-founders.

Käärmann held 18.1% of Wise's equity but controlled 40.75% of shareholder votes, according to the company's disclosures. This was the product of a dual-class structure in which his shares, and those of other early investors, each carried nine times the voting weight of ordinary shares.

The controversy intensified when Käärmann proposed extending this arrangement and bundled the shareholder vote on the dual-class extension with the vote on the US listing. The two questions, each carrying distinct implications for corporate governance, were presented as a single resolution.

Taavet Hinrikus, who co-founded Wise alongside Käärmann and departed the firm shortly after its London IPO, publicly opposed the bundling. He called for two separate votes and said, as reported by BusinessCloud:

"Wise owners deserve governance structures that enhance value, not entrench power."

The episode is instructive. Dual-class structures are not inherently problematic; they are common in US tech listings and have legitimate uses in protecting long-term strategic vision from short-term market pressure. But the manner in which the extension was put to shareholders raised questions about transparency and process. Bundling a governance entrenchment vote with an operationally desirable listing move placed minority shareholders in a difficult position: oppose the dual-class extension and risk losing the Nasdaq listing, or accept both.

For any board contemplating dual-class arrangements, the lesson is about separation of issues and the perception of good faith. Governance legitimacy depends not only on the structure itself but on how changes to that structure are proposed and approved.

London's listing problem: pattern or anomaly?

Wise is not an isolated case. The LSE has lost a succession of high-profile technology and growth companies to US exchanges in recent years.

Arm Holdings, the Cambridge-based chip designer, chose Nasdaq for its IPO in September 2023, bypassing London entirely. Flutter Entertainment, the Dublin-headquartered gambling group that had long traded in London, moved its primary listing to the New York Stock Exchange in 2024. CRH, the building materials group, shifted its primary listing to the US in 2023.

The pattern is consistent: companies with global operations and high growth profiles are gravitating towards US markets that offer deeper liquidity pools, higher valuations for technology businesses, broader analyst coverage, and proximity to the world's largest institutional investor base.

The UK government and the Financial Conduct Authority have responded with reforms to listing rules, aimed at making London more competitive. These include relaxing requirements around dual-class share structures and free-float thresholds. Whether those reforms arrive in time to reverse the trend, or merely slow it, remains an open question.

The departures carry a compounding cost. Each exit reduces the pool of comparable companies on the LSE, which in turn makes London less attractive for the next firm weighing its options. Index weightings shift. Specialist analysts relocate coverage. The ecosystem thins.

For UK-based firms that are not yet listed, the calculus is increasingly stark. A London listing once offered a natural home market advantage, regulatory familiarity, and a credible international profile. Those advantages have not disappeared, but they are now weighed against a widening valuation gap and a shrinking peer group in key growth sectors.

Lessons for UK scale-up boards

Wise's trajectory offers several concrete takeaways for founders, finance directors, and board members at UK scale-ups considering their own capital-markets strategy.

Listing venue is a strategic decision, not a default

The assumption that a UK-headquartered company will list in London is no longer safe. Boards should evaluate listing venues on the basis of investor base composition, sector comparables, liquidity depth, and long-term cost of capital. A secondary listing can preserve a domestic market presence without anchoring the firm to a venue that may not serve its growth profile.

Dual-class structures demand rigorous governance frameworks

Founder control can be valuable, particularly in early-stage public life when short-term market noise risks derailing long-term strategy. But the Wise episode demonstrates that the process around dual-class arrangements matters as much as the structure itself. Sunset clauses, independent board oversight, and clean separation of governance votes from operational votes all contribute to legitimacy.

Bundling unrelated resolutions erodes trust. Minority shareholders have long memories.

Currency of reporting signals strategic intent

Wise's switch to dollar-denominated reporting is more than an accounting technicality. It signals to investors, analysts, and partners where the company sees its primary market and competitive frame of reference. Boards should consider the signalling effect of reporting currency alongside the practical implications for hedging and treasury management.

The co-founder relationship is a governance risk

The public disagreement between Käärmann and Hinrikus is a reminder that co-founder dynamics do not end at departure. Founders who retain significant equity stakes after leaving executive roles remain influential stakeholders. Boards should anticipate and manage these relationships through clear shareholder agreements, structured communication channels, and, where necessary, independent mediation.

Wise's business performance is robust. Its governance journey is more complicated. For UK scale-ups watching from the wings, both halves of the story deserve close attention.