WeShop exec exercises options for 5,186 shares

WeShop Holdings Ltd executive John B. Garner, Head of Strategy and Vision, exercised a Performance Incentive Grant Option for 5,186 Class A ordinary shares on 2026-08-13 at an exercise price of $9.64 per share.

Rhea-AI Filing Summary

WeShop Holdings Ltd executive John B. Garner, Head of Strategy and Vision, exercised a Performance Incentive Grant Option for 5,186 Class A ordinary shares on 2026-08-13 at an exercise price of $9.64 per share. This option exercise reduced his reported derivative position to 2,303,080 derivative securities and increased his directly held Class A ordinary shares to 696,920. An additional 773,822 Class A ordinary shares are reported as held indirectly by Max Capital Limited, where voting and dispositive power is exercised by a three-person committee including Garner; he disclaims beneficial ownership of those indirectly held shares.

Insider Trade Summary

5,186 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	5,186	$0.00	$0.00
Exercise	Class A ordinary shares	5,186	$9.64	$50K
holding	Class A ordinary shares F1	--	--	--

Holdings After Transaction: Performance Incentive Grant Option — 2,303,080 contracts (Direct); Class A ordinary shares — 696,920 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: 5,186 shares Exercise Price: $9.64 per share Direct Shares After Transaction: 696,920 shares +3 more

6 metrics

Options Exercised 5,186 shares Performance Incentive Grant Option exercised on 2026-08-13

Exercise Price $9.64 per share Exercise price of Performance Incentive Grant Option for 5,186 shares

Direct Shares After Transaction 696,920 shares Class A ordinary shares directly held by Garner following the exercise

Indirect Shares via Max Capital Limited 773,822 shares Class A ordinary shares held indirectly; beneficial ownership disclaimed

Remaining Derivative Securities 2,303,080 options Performance Incentive Grant Option securities following the reported exercise

Option Expiration Date 2030-11-14 Expiration date of the Performance Incentive Grant Option tranche exercised

Key Terms

Performance Incentive Grant Option, derivative security, beneficial ownership, dispositive power

4 terms

Performance Incentive Grant Option financial

"The security title is listed as Performance Incentive Grant Option"

derivative security financial

"Transaction code M is described as 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.

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the 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 power financial

"Voting and dispositive power is exercised by a committee of three"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

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

What insider transaction did John B. Garner report on Form 4 for WSHP?

John B. Garner reported exercising a Performance Incentive Grant Option into 5,186 Class A ordinary shares of WeShop Holdings Ltd on 2026-08-13, converting derivative holdings into directly owned common shares at a stated exercise price.

At what price did John B. Garner exercise his WSHP Performance Incentive Grant Option?

The option was exercised at an exercise price of $9.64 per share for 5,186 Class A ordinary shares. The derivative itself carried a $0.00 transaction price, reflecting its nature as an option being converted into underlying equity.

How many WSHP Class A ordinary shares does John B. Garner hold directly after this Form 4 transaction?

Following the reported transaction, John B. Garner directly holds 696,920 Class A ordinary shares of WeShop Holdings Ltd. This total incorporates the newly acquired 5,186 shares from the exercised Performance Incentive Grant Option.

What derivative position does John B. Garner retain in WSHP after the option exercise?

After exercising part of his grant, John B. Garner continues to hold 2,303,080 Performance Incentive Grant Option derivative securities. The exercised tranche of 5,186 options had an exercise price of $9.64 and an expiration date of 2030-11-14.

What WSHP shares are reported as indirectly owned by John B. Garner through Max Capital Limited?

There are 773,822 Class A ordinary shares reported as held indirectly "By Max Capital Limited." Voting and dispositive power rests with a three-person committee including Garner, and he disclaims beneficial ownership of these indirectly held securities.

Was John B. Garner’s WSHP Form 4 transaction under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not marked as affirmative, and no footnote indicates a trading plan. The disclosure does not state that the reported option exercise was executed pursuant to a Rule 10b5-1 trading arrangement.

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

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Available on EDGAR 08/17/2026 - 04:30 PM Accepted by SEC EDGAR 08/17/2026 - 04:30 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 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)
08/13/2026

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	08/13/2026		M		5,186	A	$9.64	696,920	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	08/13/2026		M			5,186	03/18/2026	11/14/2030	Class A ordinary shares	5,186	$0	2,303,080	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	08/17/2026
	** 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)