WeShop Holdings Limited

Good day and thank you for standing by. Welcome to WeShop's full year 2025 financial results conference call. At this time, all participants are in a listener-only mode. Please be advised that today's conference is being recorded. I will now hand over the company to begin.

Thank you, operator, and welcome everyone to the WeShop fourth quarter and full year 2025 earnings call. With me today are WeShop's founder, John Garner, CEO, Paul Ellerbeck, and CFO Johnny Hickling. Certain statements in this call are forward-looking statements. You should not place undue reliance on forward-looking statements as actual results may differ. We do not undertake any obligation to update any forward-looking statements we make today except as required by law. For more information about the factors that may cause actual results to differ materially from forward-looking statements, please refer to the press release we issued today, as well as the risks and uncertainties described in our most recent filings with the SEC, including our registration statement on our Form F-1 and in other filings we make with the SEC. We have published our earnings press release and corporate presentation to our Investor Relations website earlier this morning. The company's annual report on Form 20F for the year ended December 31st, 2025 remains subject to final auditor sign-off and will be filed with the SEC shortly. With that, let me hand it over to founder John Garner.

Thank you, operator, and thank you everyone for joining us. This is our first earnings call as a public company. But more importantly, it's the first time we're formally introducing a new model for commerce at scale. I would like to start with the core idea behind WeShop. Ownership drives loyalty. We believe that when consumers own part of the platform they shop through, they behave fundamentally differently. They're not just customers. They're participants, advocates, and long-term stakeholders. WeShop is built around that premise. At a structural level, WeShop is an asset-light marketplace. We do not hold inventory, we do not process payments, and we do not manage fulfilment or customer services. Instead, we sit on top of existing retail affiliate infrastructure, connecting consumers to retailers and generating revenue through retail affiliates commissions and advertising placements. What's important here is the separation between cash revenue and equity rewards that are non-cash items. Our revenue is cash-based, but our user incentives are equity-based. That allows us to rethink one of the biggest challenges in consumer technology today, customer acquisition cost. Instead of spending heavily on paid marketing, we are reallocating value back to the users in the form of ownership In fact, 50% of the business is being given back to the users over time. And that 50%, the shares are already outstanding and sat in the WeShop Community Trust based in Delaware. This model has already been tested in the UK. During our pilot program in the UK, we processed over £100 million in GMV through an invitation-only platform. And what this validated for us and for shareholders was critical. Number one, share back works as an acquisition hook. Number two, referrals drive organic growth. Number three, incentive structures can be tuned through share back rates. And number four, community behavior compounds over time. This wasn't just usage. It's behavioral proof that ownership changes how people engage with commerce. To bring this model to the United States, we were required to complete a direct listing on NASDAQ. We did so without raising primary capital, preserving our ownership structure and enabling Shareback to function as designed. This was a foundational moment for the company and potentially for the broader market. Since November 2025, WeShop has been actively testing and refining its platform in the US, an important milestone that wasn't possible prior to us becoming a publicly traded company. During this period, we focused on onboarding a strong roster of retail partners. Even in this early phase, we've seen validation of the concept. We're excited to share more soon, including the announcement of key partnerships across both the US and the UK. We are now actively building in the United States, which we prioritised due to its deep culture of retail investing, high familiarity with equity ownership, large-scale adoption of brokerage platforms, and significant retail and advertising market depth. Our approach here is very, very deliberate. From a retailer perspective, the value proposition is clear. Performance-based customer acquisition, incremental revenue generation, and alignment with customer incentives. WeShop is not just another channel. It's a different economic model for demand generation. Another important layer of our model is data. Because we aggregate transactions across multiple retail categories, travel, apparel, electronics, and more, we are building a cross-retailer view of consumer behavior that typically exists in silos. Over time, this creates cross-category behavioral insights and new value for both retailers and users. And this becomes a hugely strategic asset as we scale. I'm now going to turn over to Paul Ellerbeck, our CEO, to discuss how we are laying the groundwork for the next phase of our scale.

Thank you, John. So following our listing, we've begun our next phase, launching in the United States. This is the largest and most dynamic consumer market in the world. and we see a significant opportunity to build what we believe can become a new category leader in social commerce. We've now begun actively testing and refining the WeShop app in the United States, focusing on delivering a high-quality, intuitive experience for both our consumers and our retailers alike. Our growth today is deliberate. We are prioritizing getting the product right, ensuring strong engagement, and building the right marketplace dynamics before accelerating further. Retailers are looking for more efficient, performance-driven customer acquisition. And WeShop offers a model that aligns incentives across the ecosystem. We are driving incremental revenue while building deeper, more authentic consumer relationships. Since becoming a public company, We've continued to execute against our roadmap by expanding our network of retail partners and beginning to build out a dedicated U.S. presence, including leadership and operational infrastructure. This is about laying the groundwork for scalable long-term growth. Next, I'm going to turn over the call to our CFO, Johnny Hickling, who will review our financials. Johnny.

Thanks, Paul. During 2025, management's primary focus was on completing the listing process, establishing public company reporting and governance infrastructure, and preparing the business for its next phase of development, including expansion into the US market. As part of that transition, we placed less emphasis on short-term commercial activity in the UK, which contributed to lower revenue in the period. For the full year 2025, revenue was £423,000. This was a decrease from a year prior due to the lower level of short-term commercial activity during the listing process and our focus on public company readiness and US launch preparation. From a profitability perspective, It is important to highlight that our reported operating loss and net loss for 2025 were significantly affected by non-cash share-based compensation expenses. In particular, we recognised approximately £35.9 million of performance incentive share-based compensation associated with market condition awards that vested following achievement of specified valuation milestones after listings. In addition, G&A expenses included approximately £17.8 million of non-cash share-based compensation associated with option awards granted under our equity incentive arrangements. As a result, while we reported an operating loss of £62.5 million and a net loss of £62.7 million for the year, a significant portion of that loss reflects non-cash equity-based charges rather than underlying cash operating expenditure. Excluding non-cash share-based compensation, our underlying operating cost base in 2025 primarily reflected public company readiness activity, continued platform development, and initial investment in our US expansion infrastructure. These costs were aligned with our transition to a NASDAQ-listed company and positioning the business for its next phase of growth rather than short-term commercial scaling. On liquidity, our year-end cash position reflected the transitional nature of the period as we completed the listing process and moved into early-stage execution following our admission to NASDAQ. Since year end, however, exercises under the Performance Incentive Grant Programme have provided additional working capital support. As of the date of this call, approximately £2 million of proceeds have been received from exercises under that programme. Additional vested grants remain outstanding, which, if exercised by holders, could provide further capital to support operations and growth initiatives. Importantly, these proceeds reflect exercises following achievement evaluation milestones associated with our listing and represent a pre-structured source of working capital as we move into the next phase of execution. Looking ahead, our focus remains on disciplined investment in platform capability, U.S. market execution, and building the organizational infrastructure required to support long-term growth as a listed company. We will continue to balance that investment with prudent financial management as we move through this phase. With that, I'll turn it back to John.

Thanks, Johnny. To close, I want to come back to the bigger picture. We believe that WeShop represents a fundamental shift in how commerce works. A shift from platforms capturing value to communities actually sharing it. We're still very early, but the foundations are in place. A proven model, a differentiated approach, a simple idea and a large addressable market ahead of us. As we build in the US and continue to scale globally, our focus remains very, very clear to create a platform that consumers trust, retailers value and shareholders, which include our community, obviously, believe in. We're excited about what lies ahead and we appreciate you joining us at the start of this journey towards the retail revolution. Thank you. We're now going to answer some of the questions that we were sent in via email. Some of the questions that were written in were answered in our script, but we're going to answer some of them now.

Great. Thanks, everybody. First question. Do you need to do a fundraiser to hit your internal growth targets? John, I'll have you take this one.

Brilliant, thank you. So certain directors and officers have performance incentive grants, which are all disclosed in the filings, and they are at various strike prices in terms of valuations of the business. So they were at 500 million, a billion, 2 billion, 5 billion, 10 billion, and there's one warrant at a trillion dollar valuation. So those outstanding performance incentive grants would actually generate over $35 million for the company. So we have been exercising those, as Johnny mentioned before. And that's great. And we're willing to keep doing that. However, having said that, the company is very, very conscious that it would at some point like to have some American capital on the table. We have been approached by a number of different parties with regards to this. And those conversations are ongoing at the moment, but we are looking for value add partners. to build on the retail revolution. So those conversations are ongoing, which is great. And to be honest, we get approached quite a lot, especially after the last couple of weeks in terms of liquidity on the stock.

Awesome. Thank you. The next question we received is about your strategy to grow WeShop's reach. Is it influencers mainly or is it wider than that? John, do you want to take this one as well?

Yeah, thank you. So it is much wider than that, obviously. Influencers, we believe everyone is an influencer. Everyone is an influencer. Everyone has an opinion. The bracket of influencers for the sake of the market is something that has been a phenomenal growth curve for the last five years. And they definitely create amplification of noise. However, it is very important, as I said right at the beginning to answer this question, that everyone is an influencer. And actually, during the pilot, we saw a number of different cohorts of people who were influencers, although not by the traditional phraseology. And their conversion rates and spend and referral rates were absolutely phenomenal. So we are dealing with Influences in the historic term, but we're also dealing with influences in our term, which is everyone. We deal with different groups, as I said, different cohorts of people across sectors, across geolocations. And we have multiple strategies which will run as one to create the volume, the conversion and most importantly, the retention of on the platform, therefore creating value for the whole community.

Great. Next question. Do you have the majority of retailers you want on the platform? Paul, I'll hand this one to you.

Thank you, Mallory. So simply put, no, we have great retailers and we are happy with the current coverage. but we're always looking to achieve more. We want to work with top-tier retailers, so we're always continuously progressing through our commercial activities to enhance the overall portfolio of retailers that we have live, both in the United States and the United Kingdom.

Okay, and are you planning to enter the European market, Paul?

Thanks, Mallory, again. Look, simply, we would love to, but... it's as simple again as this our priority for now is the united states and growing our existing audience in the united kingdom we would always look to diversify and grow internationally but only once we've accomplished our goals in the united states and the uk all right and our last question

What are the main metrics you look at and what metrics would you like investors to measure you against on a one to three year basis? John, I'll hand it to you.

Thanks, Mallory. This is very, very simple to answer. We look to report the metrics that any analyst and some of the analysts on this call would expect to see from an e-commerce, social media or indeed social commerce business, including GMV, revenue, take rates. MAUs, DAOs, MAUs to DAOs, active buyers, buy frequency, AOV, CAC to LTV, retention and cohort curves. So everything that everyone would imagine they'd want to see, we want to give it to them so they can make an informed view on the company and the stock.

All right. That was our final question that was sent in via email. Operator, I'll hand the call back to you.

Thank you. To ask a question, please press star followed by one on your telephone keypad now. If you change your mind, please press star followed by two. When preparing to ask your question, please ensure your device is unmuted locally. We will now pause for questions to be registered. We have a question from Daniel Harrison. Your line is now open, Daniel. Please go ahead.

Hi there. Yeah, I'm interested in the Trustpilot reviews for the company. Some positive, but some quite negative. How should we think about that and some of the things that have been said on Trustpilot?

Hi, Daniel. John Garner here. I'm happy to take that question. First of all, thank you for dialing into the call. So Trustpilot is actually a very interesting platform. It allows people to express their views. I think when you look at a lot of those views, a number of them are inaccurate factually. So if you look at them, WeShop has never, ever been a cashback platform. There were delays in the listing on the basis that this has never been done before at the scale that we've done it, which is an amazing thing for the company and for the shareholders to have got it listed in the way we have. So it's something we monitor. It's something we absolutely monitor. But at the same time, I would point people to look at the Trust Partner reviews of Uber. look at the Trustpilot reviews of Meta. So if you look at those, you will see the ratings they have got and how they deal with their Trustpilot strategy. But we are aware of it. Everyone's allowed an opinion. But, you know, we monitor it constantly.

Thank you.

Thank you. We currently have no further questions and therefore concludes today's call. I'd like to thank everyone for joining and you may now disconnect your lines.