WeShop exec exercises options for 56K shares

WeShop Holdings Ltd (WSHP) reported that officer John B. Garner, Head of Strategy and Vision, exercised a Performance Incentive Grant Option into Class A ordinary shares.

Rhea-AI Filing Summary

WeShop Holdings Ltd (WSHP) reported that officer John B. Garner, Head of Strategy and Vision, exercised a Performance Incentive Grant Option into Class A ordinary shares. On 2026-08-28 he exercised 56,401 options at an exercise price of $9.64 per share, disposing of the derivative security and acquiring the same number of Class A shares. Following the transactions, he directly held 753,321 Class A shares and 2,246,679 Performance Incentive Grant Options. An additional 773,822 Class A shares are held indirectly by Max Capital Limited, where voting and dispositive decisions are made by a three-person committee including Garner; he disclaims beneficial ownership of those Max Capital shares.

Insider Trade Summary

56,401 shares exercised/converted

Exercise 3 txns

Insider Garner John B.

Role Head of Strategy and Vision

Type	Security	Shares	Price	Value
Exercise	Performance Incentive Grant Option	56,401	$0.00	$0.00
Exercise	Class A ordinary shares	56,401	$9.64	$544K
holding	Class A ordinary shares F1	--	--	--

Holdings After Transaction: Performance Incentive Grant Option — 2,246,679 contracts (Direct); Class A ordinary shares — 753,321 shares (Direct); Class A ordinary shares — 773,822 shares (Indirect, By Max Capital Limited)

Footnotes (1)

1. F1. The reported securities are held by Max Capital Limited ("Max Capital"). Voting and dispositive power with respect to the reported securities held by Max Capital is exercised by a committee of three, including the Reporting Person, none of whom individually has the power to direct such decisions. As such, the Reporting Person disclaims beneficial ownership of the securities held by Max Capital.

Key Figures

Options exercised: 56,401 options Exercise price: $9.64 per share Shares acquired: 56,401 Class A ordinary shares +4 more

7 metrics

Options exercised 56,401 options Performance Incentive Grant Option exercised on 2026-08-28

Exercise price $9.64 per share Exercise price of Performance Incentive Grant Option

Shares acquired 56,401 Class A ordinary shares Shares received from option exercise on 2026-08-28

Direct Class A shares after transaction 753,321 shares Direct Class A ordinary shares held by Garner after 2026-08-28

Performance Incentive Grant Options after transaction 2,246,679 options Performance Incentive Grant Options held by Garner after 2026-08-28

Indirect Class A shares via Max Capital Limited 773,822 shares Class A shares held by Max Capital Limited; Garner disclaims beneficial ownership

Option expiration date 2030-11-14 Expiration date of the Performance Incentive Grant Option

Key Terms

Performance Incentive Grant Option, derivative security, indirect ownership, disclaims beneficial ownership

4 terms

Performance Incentive Grant Option financial

"security_title: "Performance Incentive Grant Option""

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

indirect ownership financial

"ownership_type: "indirect" with nature "By Max Capital Limited""

disclaims beneficial ownership financial

"the Reporting Person disclaims beneficial ownership of the securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did WSHP officer John B. Garner report?

John B. Garner reported exercising a Performance Incentive Grant Option into 56,401 Class A ordinary shares of WeShop Holdings Ltd on 2026-08-28, converting derivative securities into common equity at an exercise price of $9.64 per share.

How many WSHP options did John B. Garner exercise and at what price?

He exercised 56,401 options under a Performance Incentive Grant Option, with an exercise price of $9.64 per share, receiving the same number of 56,401 Class A ordinary shares in WeShop Holdings Ltd.

What are John B. Garner’s direct WSHP share and option holdings after the transactions?

After the 2026-08-28 transactions, John B. Garner directly held 753,321 Class A ordinary shares and 2,246,679 Performance Incentive Grant Options of WeShop Holdings Ltd, as reported in the filing.

What WSHP shares are held indirectly through Max Capital Limited?

The filing reports 773,822 Class A ordinary shares of WeShop Holdings Ltd held indirectly by Max Capital Limited. Voting and dispositive power is exercised by a three-person committee, including Garner, and he disclaims beneficial ownership of these Max Capital shares.

Was John B. Garner’s WSHP transaction a buy or a sale?

The reported activity on 2026-08-28 was an option exercise: a derivative security was disposed and the corresponding 56,401 Class A shares were acquired. It is reported as a derivative exercise/conversion, not as an open-market purchase or sale.

Were the WSHP transactions made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and there is no footnote indicating that the 2026-08-28 transactions were effected under a Rule 10b5-1 or similar pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 04:16 PM EDT Accepted by SEC EDGAR 09/01/2026 - 04:15 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Garner John B.

(Last) (First) (Middle)

HAWK HOUSE

22 THE ESPLANADE

(Street)

JERSEY Y9 JE1 1HH

(City) (State) (Zip)

JERSEY

(Country)

2. Issuer Name and Ticker or Trading Symbol
WeShop Holdings Ltd [ WSHP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Strategy and Vision

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	08/28/2026		M		56,401	A	$9.64	753,321	D
Class A ordinary shares								773,822	I	By Max Capital Limited(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Incentive Grant Option	$9.64	08/28/2026		M			56,401	03/18/2026	11/14/2030	Class A ordinary shares	56,401	$0	2,246,679	D

Explanation of Responses:

1. The reported securities are held by Max Capital Limited ("Max Capital"). Voting and dispositive power with respect to the reported securities held by Max Capital is exercised by a committee of three, including the Reporting Person, none of whom individually has the power to direct such decisions. As such, the Reporting Person disclaims beneficial ownership of the securities held by Max Capital.

	/s/ Johnny Hickling, as attorney-in-fact	09/01/2026
	** Signature of Reporting Person	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)