MAPS on OTC

WM TECHNOLOGY, INC.

WM TECHNOLOGY, INC. is a prepackaged software services company in the Cayman Islands.1 It is headquartered in Irvine, California.1 Its shares trade on OTC under the symbol MAPS.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$174.7MRevenue, fiscal 20252
$2.0MNet income, fiscal 20252

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  • TickerMAPS on OTC1
  • IndustryServices-Prepackaged Software1
  • HeadquartersIrvine, California1
  • Incorporated inCayman Islands3
  • Business address41 Discovery, Irvine, Ca 926183
  • Filer categoryAccelerated filer, Smaller reporting company3

Founded in 2008, and headquartered in Irvine, California, WM Technology, Inc. operates a leading online cannabis marketplace for consumers together with a comprehensive set of eCommerce and compliance software solutions for cannabis businesses, which are sold to both storefront locations and delivery operators (“retailers”) and brands in the legalized cannabis markets in states and territories of the United States. Our comprehensive business-to-consumer and business-to-business suite of products afford cannabis retailers and brands of all sizes integrated tools to compliantly run their businesses and to reach, convert, and retain consumers.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

0.4%Operating margin2
1.1%Net margin2
-5.3%Revenue growth, 20252
3.4%Return on equity2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Featured Listing brought in 61% of the revenue WM TECHNOLOGY, INC. broke down this way in fiscal 2025.

  1. Featured Listing$106.1M261%down 8% from 2024
  2. Weedmaps for Business and other SaaS solutions$53.3M231%down 2% from 2024
  3. Product and Service, Other$15.3M29%down 0% from 2024
Products and services by year
Products and services20242025
Featured Listing$115.0M$106.1M
Weedmaps for Business and other SaaS solutions$54.2M$53.3M
Product and Service, Other$15.3M$15.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue5¢$8.8M
  • Research and development16¢$28.1M
  • Other costs78¢$135.7M
  • Income tax0¢$93.0K
  • Profit1¢$2.0M

Out of $174.7M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$26.2M

Out of $26.2M of cash from operations.2

Financial statements

Revenue67892$174.7M in 2025+21% since 2019
0$100.0M$200.0M$300.0M2019: $144.2M$144.2M20192020: $161.8M$161.8M2020+12%2021: $193.1M$193.1M2021+19%2022: $215.5M$215.5M2022+12%2023: $188.0M$188.0M2023−13%2024: $184.5M$184.5M2024−2%2025: $174.7M$174.7M2025−5%
Operating income67892$766.0K in 2025−88% since 2019
-$100.0M-$50.0M0$50.0M2019: $6.3M$6.3M20192020: $41.2M$41.2M2020+555%2021: -$8.2M-$8.2M20212022: -$69.6M-$69.6M2022+751%2023: -$18.5M-$18.5M2023−73%2024: $14.8M$14.8M20242025: $766.0K$766.0K2025−95%
Net income67892$2.0M in 2025
-$150.0M-$100.0M-$50.0M0$50.0M$100.0M2019: -$375.0K-$375.0K20192020: $38.8M$38.8M20202021: $60.4M$60.4M2021+56%2022: -$116.0M-$116.0M20222023: -$9.9M-$9.9M2023−91%2024: $7.6M$7.6M20242025: $2.0M$2.0M2025−74%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Revenues$174.7M$184.5M
Cost of revenues (exclusive of depreciation and amortization shown separately below)$8.8M$9.0M
Sales and marketing$38.9M$40.4M
Product development$28.1M$36.4M
General and administrative$76.9M$70.6M
Depreciation and amortization$13.4M$13.3M
Asset impairment charges$7.8M$0
Total costs and expenses$173.9M$169.7M
Operating income$766.0K$14.8M
Change in fair value of warrant liability$390.0K$0
Change in tax receivable agreement liability$333.0K-$2.8M
Other income$1.9M$241.0K
Income before income taxes$3.4M$12.2M
Provision for income taxes$93.0K$46.0K
Net income$3.3M$12.2M
Net income attributable to non-controlling interests$1.3M$4.5M
Net income attributable to WM Technology, Inc.$2.0M$7.6M
Weighted average basic shares outstanding - Class A Common Stock (in shares)106.6M shares96.3M shares
Weighted average diluted shares outstanding - Class A Common Stock (in shares)108.2M shares97.1M shares

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Corporate structure

WM TECHNOLOGY, INC. sits at the top of its group. 22 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of WM TECHNOLOGY, INC.

  • Senvest Management, LLC Filed SCHEDULE 13G on WM TECHNOLOGY, INC., latest Jul 9, 2026 (4 filings since Feb 9, 2022)
  • Morgan Stanley Filed SCHEDULE 13G/A on WM TECHNOLOGY, INC., latest May 7, 2026 (3 filings since Feb 9, 2024)
  • BlackRock Filed SCHEDULE 13G/A on WM TECHNOLOGY, INC., latest Apr 27, 2026 (5 filings since Feb 10, 2023)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on WM TECHNOLOGY, INC., latest Mar 27, 2026 (8 filings since Feb 10, 2022)
  • Justin Hartfield Filed SCHEDULE 13D/A on WM TECHNOLOGY, INC., latest Jun 23, 2025 (2 filings since Dec 18, 2024)
  • James J. Pallotta Filed SC 13G/A on WM TECHNOLOGY, INC., latest Jul 15, 2024 (2 filings since Jan 16, 2024)
  • Douglas Francis Filed SC 13D/A on WM TECHNOLOGY, INC., latest May 31, 2024
  • Luxor Capital Group, LP Filed SC 13G/A on WM TECHNOLOGY, INC., latest Feb 14, 2023
  • Tony Aquila Filed SC 13D on WM TECHNOLOGY, INC., latest Apr 19, 2022
  • Silver Spike Holdings, LP Filed SC 13D/A on WM TECHNOLOGY, INC., latest Apr 11, 2022
  • ALGER ASSOCIATES INC Filed SC 13G/A on WM TECHNOLOGY, INC., latest Feb 14, 2022
  • PURA VIDA INVESTMENTS, LLC Filed SC 13G/A on WM TECHNOLOGY, INC., latest Feb 14, 2022
  • WM TECHNOLOGY, INC. Irvine, California
    • Canncurrent, LLC Subsidiary · Delaware, United States
    • Deliver Green, LLC Subsidiary · Delaware, United States
    • Discovery Opco, LLC Subsidiary · Delaware, United States
    • Ghost Management Group, LLC Subsidiary · Delaware, United States
    • GMG Holdco, Inc. Subsidiary · Delaware, United States
    • Grow One Software (Canada), Inc. Subsidiary · British Columbia, Canada
    • Livery Desk, LLC Subsidiary · Delaware, United States
    • Transport Logistics Holding Company, LLC Subsidiary · Delaware, United States
    • Weedmaps Germany GmbH Subsidiary · Germany
    • Weedmaps Media, LLC Subsidiary · Delaware, United States
    • Weedmaps Spain, S.L.U. Subsidiary · Spain
    • WM Canada Holdings, Inc. Subsidiary · British Columbia, Canada
    • WM Enterprise, LLC Subsidiary · Delaware, United States
    • WM Headie, LLC Subsidiary · Delaware, United States
    • WM Holding Company, LLC Subsidiary · Delaware, United States
    • WM In-Store Solutions, LLC Subsidiary · Delaware, United States
    • WM Loyalty, LLC Subsidiary · Delaware, United States
    • WM Marketplace, LLC Subsidiary · Delaware, United States
    • WM Museum, LLC Subsidiary · Delaware, United States
    • WM Retail, LLC Subsidiary · Delaware, United States
    • WM Teal, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What WM TECHNOLOGY, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$25.0M2 Dec 31, 2025$24.1M2 Dec 31, 2024+3.8%
Operating-lease assets (leased space)$12.2M2 Dec 31, 2025$14.7M2 Dec 31, 2024−16.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$62.4M2 Dec 31, 2025$52.0M2 Dec 31, 2024+20.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$61.3M2 Dec 31, 2025$68.4M2 Dec 31, 2024−10.4%
Intangible assets, net (excluding goodwill)$1.5M2 Dec 31, 2025$2.0M2 Dec 31, 2024−22.6%
Finite-lived intangibles, gross$7.8M2 Dec 31, 2025$7.7M2 Dec 31, 2024+1.5%
Accumulated amortization$6.3M2 Dec 31, 2025$5.7M2 Dec 31, 2024+9.8%
Finite-lived intangibles, net$1.5M2 Dec 31, 2025$2.0M2 Dec 31, 2024−22.6%

Properties, in its own words

We currently maintain our executive offices and headquarters at 41 Discovery, Irvine, California 92618, pursuant to an operating lease that expires in 2030. We also have office spaces in Los Angeles, California and Austin, Texas.

We consider our current office space adequate to meet our ongoing needs. However, from time to time we may evaluate additional or substitute office spaces. We believe that we will be able to obtain additional facilities, as needed, on commercially reasonable terms.

Item 2 of the 10-K filed Mar 12, 2026.5

Leadership

Who has led WM TECHNOLOGY, INC., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Canncurrent, LLC Delaware4
  • Deliver Green, LLC Delaware4
  • Discovery Opco, LLC Delaware4
  • GMG Holdco, Inc. Delaware4
  • Ghost Management Group, LLC Delaware4
  • Grow One Software (Canada), Inc. British Columbia4
  • Livery Desk, LLC Delaware4
  • Transport Logistics Holding Company, LLC Delaware4
  • WM Canada Holdings, Inc. British Columbia4
  • WM Enterprise, LLC Delaware4
  • WM Headie, LLC Delaware4
  • WM Holding Company, LLC Delaware4
  • WM In-Store Solutions, LLC Delaware4
  • WM Loyalty, LLC Delaware4
  • WM Marketplace, LLC Delaware4
  • WM Museum, LLC Delaware4
  • WM Retail, LLC Delaware4
  • WM Teal, LLC Delaware4
  • Weedmaps Germany GmbH Germany4
  • Weedmaps Media, LLC Delaware4
  • Weedmaps Spain, S.L.U. Spain4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Silver Spike Acquisition Corp.Jun 21, 2019 to Jun 21, 20213

Timeline

  1. Oct 13, 20268-K Entered a material agreement; Ended a material agreement42
  2. Aug 6, 20268-K Results of operations43
  3. Jul 22, 20268-K Shareholder vote44
  4. Jun 24, 20268-K Other events45
  5. May 11, 20268-K Results of operations46
  6. Apr 17, 20268-K Results of operations47
  7. Apr 7, 20268-K Listing notice or transfer; Change of auditor; Executive or director change48
  8. Mar 12, 20268-K Results of operations49
  9. Mar 10, 20268-K Executive or director change50
  10. Feb 5, 20268-K Listing notice or transfer51
  11. Feb 3, 20268-K Ended a material agreement; Executive or director change; Regulation FD disclosure52
  12. Nov 6, 20258-K Results of operations53
  13. Nov 12, 2024New chief executive Douglas Francis becomes CEO15

Calendar

Coming up

  1. Around Nov 1, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results43
  2. May 11, 2026Reported quarterly or annual results46
  3. Apr 17, 2026Reported quarterly or annual results47
  4. Mar 12, 2026Reported quarterly or annual results49
  5. Nov 6, 2025Reported quarterly or annual results53
  6. Aug 7, 2025Reported quarterly or annual results54
  7. May 8, 2025Reported quarterly or annual results55
  8. Mar 13, 2025Reported quarterly or annual results56

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

346 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 60 major events, 147 insider forms, 30 large holders, 88 other. The latest 20:

  1. Oct 13, 20268-K EDGAR
  2. Aug 19, 20264 EDGAR
  3. Aug 19, 20264 EDGAR
  4. Aug 19, 20264 EDGAR
  5. Aug 6, 202610-Q EDGAR
  6. Aug 6, 20268-K EDGAR
  7. Jul 22, 20268-K EDGAR
  8. Jul 20, 20264 EDGAR
  9. Jul 9, 2026SCHEDULE 13G EDGAR
  10. Jun 24, 20268-K EDGAR
  11. May 19, 20264 EDGAR
  12. May 19, 20264 EDGAR
  13. May 19, 20264 EDGAR
  14. May 11, 202610-Q EDGAR
  15. May 11, 20268-K EDGAR
  16. May 7, 2026SCHEDULE 13G/A EDGAR
  17. Apr 28, 2026ARS EDGAR
  18. Apr 28, 2026DEFA14A EDGAR
  19. Apr 28, 2026DEF 14A EDGAR
  20. Apr 27, 2026SCHEDULE 13G/A EDGAR

The 346 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

72 open-market trades by officers, directors and large owners since October 2021: 0 buys and 72 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 17, 2026Freeman BrendaDirectorSale62,501$0.37$23.1KForm 4
Feb 18, 2026Griffis SarahChief Technology OfficerSale271,032$0.68$184.3KForm 4
Feb 18, 2026Camire BrianGENERAL COUNSELSale101,209$0.68$68.8KForm 4
Feb 18, 2026WM Founders Legacy I, LLC10% ownerSale103,019$0.68$70.1KForm 4
Nov 18, 2025Camire BrianGENERAL COUNSELSale90,979$0.84$76.4KForm 4
Nov 18, 2025Francis DouglasChief Executive OfficerSale158,733$0.83$131.7KForm 4
Aug 18, 2025Ghost Media Group, LLC10% ownerSale156,974$1.16$182.1KForm 4
Aug 18, 2025Camire BrianGENERAL COUNSELSale90,482$1.17$105.9KForm 4
Jun 24, 2025Ibbott William GlenDirectorSale50,505$0.91$46.0KForm 4
Jun 24, 2025Gordon ScottDirectorSale94,340$0.91$85.8KForm 4
Jun 24, 2025Gonzalez OlgaDirectorSale62,501$0.91$56.9KForm 4
Jun 24, 2025Freeman BrendaDirectorSale62,501$0.91$56.9KForm 4
Jun 24, 2025BAY ANTHONYDirectorSale36,775$0.91$33.5KForm 4
Jun 23, 2025BAY ANTHONYDirectorSale10,100$1.02$10.3KForm 4
May 16, 2025Camire BrianGENERAL COUNSELSale373,523$1.09$407.1KForm 4
May 16, 2025WM Founders Legacy I, LLC10% ownerSale155,897$1.11$173.0KForm 4
Mar 7, 2025BAY ANTHONYDirectorSale7,576$1.36$10.3KForm 4
Feb 18, 2025Camire BrianGENERAL COUNSELSale31,312$1.38$43.2KForm 4
Feb 18, 2025Ghost Media Group, LLC10% ownerSale92,328$1.38$127.4KForm 4
Nov 18, 2024Camire BrianGENERAL COUNSELSale27,848$1.02$28.4KForm 4

All 72 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Sarah GriffisChief Technology Officer36$397.8K$3.3M69
2025Brian CamireGeneral Counsel and Secretary47$445.3K$3.0M69
2025Douglas FrancisChief Executive Officer and Chairperson of the Board48$754.5K$1.4M69
2024Douglas FrancisChief Executive Officer and Chairperson of the Board48$987.3K$7.5M69
2024Brian CamireGeneral Counsel and Secretary47$413.2K$612.3K69

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Tidal Investments LLC1,464,019$574.6K0.0%−232,173
Shay Capital LLC410,041$160.9K0.0%+77,012
Baader Bank Aktiengesellschaft350,000$137.4K0.0%No change
Los Angeles Capital Management LLC286,723$112.5K0.0%−567,678
Corient Private Wealth LP195,000$76.5K0.0%+18,377
CreativeOne Wealth, LLC10,000$3.9K0.0%No change
IFP Advisors, Inc1,273$5000.0%−51
Advisors Asset Management, Inc.381$1500.0%−8,782
TD Waterhouse Canada Inc.100$390.0%No change
State of Alaska, Department of Revenue50,282$190.0%+25,000

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How WM TECHNOLOGY, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARWM TECHNOLOGY, INC.1
  • CIK0001779474
  • Employer ID (EIN)98-16056155
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address41 Discovery, Irvine, CA 926181
  • Phone646-699-37501
  • Shares outstanding111,187,614 Common Class A shares; 47,852,652 Common Class V shares as of Mar 5, 20265
  • Public float$84.9M as of Jun 30, 20255
  • AuditorP, Irvine, CaliforniaMarch 12, 2026We have served as the Company’s auditor since 2014. PCAOB ID 23; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceJun 21, 20191
  • Filings492 in all: 4 (145), 8-K (74), 3 (33), 424B3 (25), SC 13G/A (24), 10-Q (21), SC 13G (20), 425 (17)1
    All 42 form types

    POS AM (16), CORRESP (14), EFFECT (14), UPLOAD (10), 10-K (7), DEFA14A (7), DEF 14A (6), S-8 (5), SCHEDULE 13G/A (5), 144 (4), 4/A (4), ARS (4), S-4/A (4), S-1 (3), S-1/A (3), SC 13D (3), 10-K/A (2), 8-K/A (2), PRE 14A (2), SC 13D/A (2), SCHEDULE 13D/A (2), SCHEDULE 13G (2), 25 (1), 25-NSE (1), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DEFM14A (1), DRS (1), NT 10-K (1), NT 10-Q (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Oct 13, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.0001 par value per shareMAPSThe Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per shareMAPSWThe Nasdaq Global Select Market

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks WM TECHNOLOGY, INC. names in Item 1A of its 10-K filed Mar 12, 2026: 77 risks under these headings, as written.5

  • Risks Related to our Business and Industry
  • As our costs increase, we may not be able to generate sufficient revenue to achieve profitability in the future.
  • If we fail to retain our existing clients and consumers or to acquire new clients and consumers in a cost-effective manner, our revenue may decrease and our business may be harmed.
  • We may fail to offer the optimal pricing of our products and solutions.
  • If we fail to expand effectively into new markets, our revenue and business will be adversely affected.
  • Competition from the illicit cannabis market could impact our ability to succeed.
  • Our business is concentrated in California, and, as a result, our performance may be affected by factors unique to the California market.
  • Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
  • Federal law enforcement may deem our clients to be in violation of U.S. federal law, and, in particular the Controlled Substances Act (“CSA”). A change in U.S. federal policy on cannabis enforcement and strict enforcement of federal cannabis laws against our clients would undermine our business model and materially affect our business and operations.
  • Our business is dependent on U.S. state laws and regulations.
  • The rapid changes in the cannabis industry and applicable laws and regulations make predicting and evaluating our future prospects difficult, and may increase the risk that we will not be successful.
  • Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could adversely affect our business operations.
The other 66 risks
  • Expansion of our business is dependent on the continued legalization of cannabis.
  • Our clients face challenges unique to the cannabis industry that can impact their financial health and long-term viability. If our clients struggle financially or do not remain viable, it can negatively impact our ability to generate new revenue, maintain existing revenue or collect on outstanding receivables.
  • If clients and consumers using our platform fail to provide high-quality content that attracts consumers, we may not be able to generate sufficient consumer traffic to remain competitive.
  • Our business is highly dependent upon our brand recognition and reputation, and the erosion or degradation of our brand recognition or reputation would likely adversely affect our business and operating results.
  • We currently face intense competition in the cannabis information market, and we expect competition to further intensify as the cannabis industry continues to evolve.
  • If we fail to manage our employee operations and organization effectively, our brand, business and operating results could be harmed.
  • If we are unable to recruit, train, retain and motivate key personnel, we may not achieve our business objectives.
  • We rely on search engine placement, syndicated content, paid digital advertising and social media marketing to attract a meaningful portion of our clients and consumers. If we are not able to generate traffic to our website through search engines and paid digital advertising, or increase the profile of our company brand through social media engagement, our ability to attract new clients may be impaired.
  • If our current marketing model is not effective in attracting new clients, we may need to employ higher-cost sales and marketing methods to attract and retain clients, which could adversely affect our profitability.
  • If the Apple App Store or Google Play limit the functionality or availability of our mobile application platform, including as a result of changes or violations of terms and conditions, access to and utilization of our platform may suffer.
  • We may be unable to scale and adapt our existing technology and network infrastructure in a timely or effective manner to ensure that our platform is accessible, which would harm our reputation, business and operating results.
  • Our payment system and the payment systems of our clients depend on third-party providers and are subject to evolving laws and regulations.
  • We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
  • Our ability to successfully drive engagement on our platform, as well as changes to our user engagement and advertising strategy and practices, pose risks to our business.
  • We may be unable to prevent others from aggregating or misappropriating data from our websites.
  • If our information technology systems or those third parties with whom we work, or our data, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.
  • Our operations and employees face risks related to macroeconomic conditions and catastrophic events, that have adversely impacted and could in the future adversely impact our business, financial condition and operating results.
  • Fluctuations in our quarterly and annual operating results may adversely affect our business and prospects.
  • We may improve our products and solutions in ways that forego short-term gains.
  • We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, and anti-corruption laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets. We can face criminal liability and other serious consequences for violations which can harm our business.
  • We are subject to risks inherent in foreign operations, including social, political and economic flux and compliance with additional U.S. and foreign laws, including those related to anti-bribery and anti-corruption, and may not be able to successfully maintain or expand our foreign operations.
  • We are subject to industry standards, governmental laws and regulations, contractual obligations, policies, and other obligations governing privacy, data protection and information security, and any actual or perceived failure to comply with such obligations could harm our business.
  • Governmental regulation of the internet continues to develop, and unfavorable changes could substantially harm our business and operating results.
  • We may be subject to claims brought against us as a result of content we provide.
  • We may be subject to legal claims based on the content published to our platform.
  • Future investments in alternative revenue streams or acquisitions could disrupt our business and adversely affect our operating results, financial condition and cash flows.
  • We may need to raise additional capital, which may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability to operate our business.
  • Our business and operating results may be harmed if we are deemed responsible for the collection and remittance of state sales taxes or other indirect taxes.
  • We may be subject to potential adverse tax consequences both domestically and in foreign jurisdictions.
  • Changes in accounting standards or other factors could negatively impact our future effective tax rate.
  • Changes in tax laws or regulations and compliance in multiple jurisdictions may have a material adverse effect on our business, cash flow, financial condition or operating results.
  • We have ongoing material weaknesses in our internal control over financial reporting as of December 31, 2025. If we are unable to remediate these material weaknesses or to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
  • Unremediated material weaknesses identified in the years ended December 31, 2025, 2024 and 2023
  • We previously restated our financial statements for several quarters, which resulted in unanticipated costs and may adversely affect investor confidence, our stock price, our ability to raise capital, raise reputational issues and may subject us to additional risks and uncertainties, including the increased possibility of legal proceedings and regulatory inquiries
  • Risks Related to Our Organizational Structure
  • In this discussion of risks related to our organizational structure, references to “we,” “us” and “our” generally refer to WM Technology Inc.
  • We are a holding company and our only material asset is our interest in WMH LLC, and we are accordingly dependent upon distributions made by WMH LLC and its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
  • In certain circumstances, WMH LLC will be required to make distributions to us and the other holders of WMH Units, and the distributions that WMH LLC will be required to make may be substantial.
  • We will be required to pay the WMH LLC Class A equity holders and any other persons that become parties to the Tax Receivable Agreement for certain tax benefits we may receive and the amounts payable may be substantial.
  • In certain cases, payments under the TRA may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the TRA.
  • Additional Risks Related to the Cannabis Industry
  • Cannabis remains prohibited under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan.
  • Our business and our clients are subject to a variety of U.S. and foreign laws regarding financial transactions related to cannabis, which could subject our clients to legal claims or otherwise adversely affect our business.
  • We are dependent on our banking relations, and we may have difficulty accessing or consistently maintaining banking or other financial services due to our connection with the cannabis industry.
  • Participating in transactions involving proceeds derived from cannabis may constitute criminal money laundering.
  • We may have difficulty using bankruptcy courts due to our involvement in the regulated cannabis industry.
  • The conduct of third parties may jeopardize our business.
  • The conduct of third parties may jeopardize our regulatory compliance.
  • FDA regulation of adult-use and medical-use cannabis, as well as hemp products, e-cigarettes and other vaping products, could negatively affect the cannabis industry, which would directly affect our financial condition.
  • Synthetic or hemp-derived products may compete with cannabis use and products.
  • We believe that Section 230(c)(1) of the Communications Decency Act (“CDA”) provides immunity from civil and state criminal liability, but it is possible that it does not, which would subject us to legal, business and operational risks.
  • We may continue to be subject to constraints on marketing our products.
  • Cannabis businesses are subject to unfavorable U.S. tax treatment.
  • Service providers to cannabis businesses may also be subject to unfavorable U.S. tax treatment.
  • Cannabis businesses may be subject to civil asset forfeiture.
  • Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability.
  • There may be difficulty enforcing certain of our commercial agreements and contracts.
  • Certain of our directors, officers, employees and investors who are not U.S. citizens may face constraints on cross-border travel into the United States.
  • Risks Related to Ownership of Our Securities
  • Concentration of ownership among our existing executive officers, directors and their respective affiliates may prevent new investors from influencing significant corporate decisions.
  • Public statements from investors, including expressions of interest or proposals to purchase our company, may increase the volatility of, or otherwise have an adverse impact on, the market price of our Class A common stock.
  • We are a “smaller reporting company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies could make our common stock less attractive to investors.
  • We do not expect to declare any dividends in the foreseeable future.
  • Our Certificate of Incorporation designates specific courts as the exclusive forum for certain stockholder litigation matters, which could limit the ability of our stockholders to obtain a favorable forum for disputes with us or our directors, officers or employees.
  • Sale of a substantial number of our shares in the public market could cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.
  • We may issue additional shares of Class A Common Stock or preferred stock, including under our equity incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks.
  • The trading price of our Class A Common Stock and the Public Warrants have been, and may continue to be, volatile, and the value of our Class A Common Stock and Warrants may decline.
  • In the past we have not met, and may in the future not comply with, the listing standards of Nasdaq, and as a result our Class A Common Stock may be delisted. Delisting could adversely affect the liquidity of our Class A Common Stock and the market price of our Class A Common Stock could decrease.

Legal proceedings

The information set forth under "Commitment and Contingencies—Litigation" in Note 6 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated by reference into this Item 3.

The opening of Item 3, Legal Proceedings.5

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