WeShop (NASDAQ: WSHP) executive exercises 25,933 options, boosts direct holdings

Rhea-AI Filing Summary

WeShop Holdings Ltd executive Garner John B., Head of Strategy and Vision, reported an option exercise involving Class A ordinary shares. He exercised a Performance Incentive Grant Option to acquire 25,933 Class A ordinary shares at $9.64 per share, increasing his direct share ownership.

Following the transaction, he holds 549,290 Class A ordinary shares directly and 2,450,710 Performance Incentive Grant Options as a derivative position. A separate 773,822 Class A ordinary shares are held by Max Capital Limited; he is a member of this entity but disclaims beneficial ownership and has no voting or dispositive power over those shares.

Insider Trade Summary

25,933 shares exercised/converted

Mixed 3 txns

Insider Garner John B.

Role Head of Strategy and Vision

Type	Security	Shares	Price	Value
Exercise	Performance Incentive Grant Option	25,933	$0.00	--
Exercise	Class A ordinary shares	25,933	$9.64	$250K
holding	Class A ordinary shares	--	--	--

Holdings After Transaction: Performance Incentive Grant Option — 2,450,710 shares (Direct, null); Class A ordinary shares — 549,290 shares (Direct, null); Class A ordinary shares — 773,822 shares (Indirect, By Max Capital Limited)

Footnotes (1)

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Key Figures

Options exercised: 25,933 shares Exercise price: $9.64 per share Direct shares after transaction: 549,290 shares +4 more

7 metrics

Options exercised 25,933 shares Performance Incentive Grant Option exercised on Class A ordinary shares

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

Direct shares after transaction 549,290 shares Class A ordinary shares held directly after exercise

Options remaining 2,450,710 options Performance Incentive Grant Options outstanding after exercise

Indirectly held shares 773,822 shares Class A ordinary shares held by Max Capital Limited, disclaimed

Option expiration November 14, 2030 Expiration date of Performance Incentive Grant Option

Option exercise date March 18, 2026 Exercise date recorded for the Performance Incentive Grant Option

Key Terms

Performance Incentive Grant Option, derivative security, Class A ordinary shares, beneficial ownership, +1 more

5 terms

Performance Incentive Grant Option financial

"The security title is listed as "Performance Incentive Grant Option" for the derivative transaction."

derivative security financial

"The transaction code description notes an "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.

Class A ordinary shares financial

"Both non-derivative transactions involve "Class A ordinary shares" as the underlying security."

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

beneficial ownership financial

"The footnote states the reporting person "disclaims beneficial ownership" of securities held by Max Capital."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive decisions financial

"The footnote explains he does not have power to direct voting or "dispositive decisions" for Max Capital shares."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:16 PM Accepted by SEC EDGAR 06/23/2026 - 04:15 PM 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 CHANNEL ISLANDS JE1 1HH

(City) (State) (Zip)

UNITED KINGDOM

(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)
06/19/2026

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	06/19/2026		M		25,933	A	$9.64	549,290	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	06/19/2026		M			25,933	03/18/2026	11/14/2030	Class A ordinary shares	25,933	$0	2,450,710	D

Explanation of Responses:

1. The reported securities are held by Max Capital Limited ("Max Capital"). Although a member of Max Capital, the Reporting Person does not have the power to direct voting or dispositive decisions and so disclaims beneficial ownership of the securities held by Max Capital.

	/s/ Johnny Hickling, as attorney-in-fact	06/23/2026
	** 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)

FAQ

What insider activity did WeShop (WSHP) report for Garner John B.?

WeShop reported that executive Garner John B. exercised a Performance Incentive Grant Option to acquire 25,933 Class A ordinary shares at $9.64 per share. This is a derivative exercise, not an open-market purchase or sale, and increases his directly held share position.

How many WeShop (WSHP) shares does Garner John B. hold after this Form 4?

After the reported transactions, Garner John B. holds 549,290 Class A ordinary shares directly. He also has 2,450,710 Performance Incentive Grant Options outstanding, giving him additional potential future equity exposure if those options are exercised later.

What is the size and price of the options exercised in this WeShop (WSHP) filing?

The filing shows an exercise of a Performance Incentive Grant Option covering 25,933 Class A ordinary shares at an exercise price of $9.64 per share. This converts a derivative award into actual shares without any reported same-day sale of the acquired stock.

What is Max Capital Limited’s role in the WeShop (WSHP) Form 4 filing?

The filing notes 773,822 Class A ordinary shares held by Max Capital Limited. Garner John B. is a member of Max Capital but disclaims beneficial ownership and has no power to direct voting or disposition decisions for these shares, which are reported as indirect holdings.

Does this WeShop (WSHP) Form 4 show any insider share sales?

No open-market sales are reported in this Form 4. The main activity is an M-code transaction, meaning a derivative exercise that converted 25,933 option-based rights into Class A ordinary shares, leaving the executive with increased direct holdings and remaining option positions.