WM Technology Inc (MAPS)

MAPS delisted from the Nasdaq to the OTC

https://otce.finra.org/otce/dailyList?viewType=Additions

WM Technology, Inc. Reports Preliminary First Quarter 2026 Financial ResultsApril 17, 2026 4:15 PM
Business Wire
WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading marketplace and technology solutions provider to the cannabis industry, today announced its preliminary financial results for the first quarter ended March 31, 2026. The Company plans to report its full financial results for the first quarter ended March 31, 2026 after market close on May 11, 2026.


“Our first quarter performance represents a solid start to the year, reflecting continued execution against our priorities and the enduring value of the Weedmaps marketplace,” said Doug Francis, CEO and Chairman of WM Technology. “While we feel good about our performance, industry conditions remain challenging, which we believe limits the potential for growth of our core business in the absence of major regulatory change. As we announced last week, we plan to delist from Nasdaq, which we believe is the best strategic decision for the Company and its shareholders. Our first quarter performance shows that our business remains strong; however, we believe the optionality to expand our strategic scope is essential to the future of the Company, and our Nasdaq listing limits that optionality. We invite our shareholders to continue with us during this next phase of our Company and the industry. We remain hopeful that one day federal policy will catch up to the will of the people and permit cannabis companies to operate in a more regular way while listing on the major U.S. exchanges. We believe we are well-positioned to engage the industry, on our terms, and execute against new opportunities. Thank you to everyone who has supported us along the way, and to those continuing this journey with us.”


“Following our planned delisting from Nasdaq, we intend to trade on the OTCQX exchange operated by OTC Markets Group Inc. We plan to continue providing quarterly financial updates as required under SEC rules through the end of the year and plan to evaluate our go-forward reporting cadence after that,” said Susan Echard, Chief Financial Officer of WM Technology.


First Quarter 2026 Preliminary Financial Highlights



Revenue is expected to be in the range of approximately $42 million to $44 million.



Adjusted EBITDA is expected to be in the range of approximately $5 million to $7 million.



Cash, Cash Equivalents, and Investments totaled approximately $57 million as of March 31, 2026.



The select preliminary results included above in this press release are based upon estimated preliminary financial results. The Company’s independent registered public accounting firm has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial results, nor has it expressed any opinion or any other form of assurance on such results. These preliminary financial results are based upon information available to management as of the date of this press release. The Company’s actual results may differ from these results due to final adjustments and developments that may arise or information that may become available between now and the time the Company’s financial results for the quarter ended March 31, 2026 are finalized and included in the first quarter 2026 Form 10-Q. The Company undertakes no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.


The select preliminary results included above in this press release include the non-GAAP financial measure, Adjusted EBITDA. The Company is not readily able to provide a reconciliation of its preliminary Adjusted EBITDA to projected net income without unreasonable effort. For further information about how the Company calculates Adjusted EBITDA as well as limitations of their use, see the section titled “Use of Non-GAAP Financial Measures” included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026.


About WM Technology


Founded in 2008, WM Technology operates Weedmaps, a leading cannabis marketplace for consumers, as well as a broad set of eCommerce and compliance software solutions for cannabis businesses and brands in U.S. state-legal markets. WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide.


Over the past 18 years, the Weedmaps marketplace has become a premier destination for cannabis consumers to discover and browse cannabis-related products, access daily dispensary deals, order ahead for pick-up and delivery by participating retailers (where applicable) and learn about the plant. The Company also offers eCommerce-enablement tools designed to help cannabis retailers and brands reach consumers, create business efficiency, and manage industry-specific compliance needs.


Headquartered in Irvine, California, the Company is committed to advocating for full U.S. legalization, industry-wide social equity, and continued education about the plant through key partnerships and cannabis subject matter experts. Visit us at www.weedmaps.com.


Forward-Looking Statements


This press release includes “forward-looking statements” regarding the Company’s future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding preliminary estimates and forecasts of financial performance for the first quarter of 2026, the Company’s strategy, intentions to voluntarily delist its securities from Nasdaq and to deregister its Class A common stock and warrants under the Securities Exchange Act of 1934, as amended, and the anticipated timing and any anticipated results of such actions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including those related to the preliminary nature of the Company’s first quarter of 2026 financial information, which is subject to completion of normal quarter-ended accounting procedures and closing adjustments; market reactions or impacts resulting from the Company’s delisting and deregistration, including the impact on the Company’s liquidity and the price of its Class A common stock and warrants; the Company’s eligibility for and timing of quotation on the OTC markets; the possibility that trading in the Company’s securities on the OTC markets, if available, may be significantly less liquid and/or have greater price volatility; the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the impact of the material weaknesses in the Company’s internal controls and ability to remediate these material weaknesses in the timing the Company anticipates, or at all; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, tariffs, public health crises, uncertain credit and global financial markets, past and potential future disruptions in access to bank deposits or lending commitments due to bank failures, current and potential future geopolitical events, including the military conflicts between Russia and Ukraine and in the Middle East, and the occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis and hemp industries; the Company’s ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; the Company’s ability to continue to collect on outstanding receivables; the Company’s ability to realize the expected benefits of any strategic acquisitions; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260417034377/en/
Investor Relations:

investors@weedmaps.com
Media Contact:

press@weedmaps.com


Original: WM Technology, Inc. Reports Preliminary First Quarter 2026 Financial Results

WM Technology, Inc. Announces Voluntary Delisting From NasdaqApril 7, 2026 5:00 PM
Business Wire
WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading marketplace and technology solutions provider to the cannabis industry, today announced its decision to voluntarily delist its Class A common stock and warrants from The Nasdaq Global Select Market (“Nasdaq”).


The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist its Class A common stock and warrants from Nasdaq and to deregister its Class A common stock and warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or about April 17, 2026, and as a result, the Company expects that the last trading day of its Class A common stock and warrants on Nasdaq will be on or about April 24, 2026. Once permitted, the Company expects to file a Form 15 with the SEC to deregister its Class A common stock and warrants under the Exchange Act and suspend the Company’s duty to file any reports required under Section 13(a) and 15(d) of the Exchange Act.


Following a thorough review, the Company’s Board of Directors (the “Board”) concluded that delisting the Company’s securities from Nasdaq is in the best interests of the Company, its shareholders, and other stakeholders. The Board’s decision was the result of careful review and consideration of several factors, including, but not limited to, (1) the limitations a Nasdaq listing places on the Company’s operations and strategies for providing services to cannabis end markets, (2) the constraints on the Company's ability to achieve long-term, sustainable value creation in an evolving industry, (3) the lack of significant liquidity in the Company’s securities due to a lack of comparable companies and limited investor interest and analyst coverage, and (4) the required personnel resources and expenses relating to continued Exchange Act and Nasdaq disclosure and reporting requirements and other regulatory burdens, which have resulted and would continue to result in significant operating expense and attention of the Company’s management team.


“This decision is about positioning WM Technology to win over the long term. The cannabis industry has a unique regulatory reality, and operating outside the constraints of a national exchange gives us the agility and focus to build the best possible business for our clients and investors as this industry continues to evolve,” said Doug Francis, CEO and Chairman of WM Technology.


Following the delisting of the Company’s Class A common stock and warrants from Nasdaq, the Company expects that its Class A common stock and warrants will be quoted for trading on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make a market in the Company’s Class A common stock and warrants.


About WM Technology


Founded in 2008, WM Technology operates Weedmaps, a leading cannabis marketplace for consumers, as well as a broad set of eCommerce and compliance software solutions for cannabis businesses and brands in U.S. state-legal markets. WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide.


Over the past 18 years, the Weedmaps marketplace has become a premier destination for cannabis consumers to discover and browse cannabis-related products, access daily dispensary deals, order ahead for pick-up and delivery by participating retailers (where applicable) and learn about the plant. The Company also offers eCommerce-enablement tools designed to help cannabis retailers and brands reach consumers, create business efficiency, and manage industry-specific compliance needs.


Headquartered in Irvine, California, the Company is committed to advocating for full U.S. legalization, industry-wide social equity, and continued education about the plant through key partnerships and cannabis subject matter experts. Visit us at www.weedmaps.com.


Forward-Looking Statements


This press release includes “forward-looking statements” regarding the Company’s future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s strategy, intentions to voluntarily delist its securities from Nasdaq and to deregister its Class A common stock and warrants under the Exchange Act, and the anticipated timing and any anticipated results of such actions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including market reactions or impacts resulting from the Company’s delisting and deregistration, including the impact on the Company’s liquidity and the price of its Class A common stock and warrants; the Company’s eligibility for and timing of quotation on the OTC markets; the possibility that trading in the Company’s securities on the OTC markets, if available, may be significantly less liquid and/or have greater price volatility; the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the impact of the material weaknesses in the Company’s internal controls and ability to remediate these material weaknesses in the timing the Company anticipates, or at all; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, tariffs, public health crises, uncertain credit and global financial markets, past and potential future disruptions in access to bank deposits or lending commitments due to bank failures, current and potential future geopolitical events, including the military conflicts between Russia and Ukraine and in the Middle East, and the occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis and hemp industries; the Company’s ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; the Company’s ability to continue to collect on outstanding receivables; the Company’s ability to realize the expected benefits of any strategic acquisitions; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260407763560/en/
Investor Relations:

investors@weedmaps.com


Media Contract:

press@weedmaps.com


Original: WM Technology, Inc. Announces Voluntary Delisting From Nasdaq

WM Technology, Inc. Reports Fourth Quarter and Full Year 2025 Financial ResultsMarch 12, 2026 4:15 PM
Business Wire
Fourth Quarter 2025 Revenue of $43.1 million and Full Year Revenue of $174.7 million


Sustains Consecutive Quarters of Adjusted EBITDA Profitability and Achieves Full Year Net Income Profitability


Appoints Nick Rellas to the Company’s Board of Directors


WM Technology, Inc. (“WM Technology” or the “Company”) (Nasdaq: MAPS), a leading marketplace and technology solutions provider to the cannabis industry, today announced its financial results for the fourth quarter and year ended December 31, 2025.


“2025 was another demanding year for the cannabis industry, with pressure in mature markets and cautious spending across much of the ecosystem,” said Doug Francis, CEO and Chairman of WM Technology. “Against that backdrop, we remained focused on supporting our clients, improving the quality and utility of our platform, and managing the business with discipline. As we look ahead, we believe our marketplace position and strong balance sheet position us well to navigate near-term volatility while continuing to invest for long-term growth.”


“Our fourth quarter and full-year results reflect the continued macro and industry-specific pressures facing cannabis operators, as well as the resilience of our business model,” said Susan Echard, Chief Financial Officer of WM Technology. “We enter 2026 with a strong liquidity position, which provides us the flexibility to make targeted investments in the business while maintaining a disciplined approach to capital allocation.”


The Company also announced that Nick Rellas has been appointed to its Board of Directors, effective March 5, 2026. Mr. Rellas brings extensive experience building and scaling consumer marketplaces in regulated industries. He is the co-founder and former CEO of Drizly, which pioneered retail-to-consumer alcohol e-commerce prior to its sale to Uber. Mr. Rellas is the founder and CEO of Greater Industries Labs, Inc.


Fourth Quarter 2025 Financial Highlights



Revenue for the fourth quarter ended December 31, 2025 was $43.1 million, compared to $47.7 million in the prior year period. The decrease from the prior year period was driven by continued challenges across core markets, where ongoing pricing pressure continued to compress client operating margins and constrain marketing budgets.


Average monthly paying clients(1) were 5,120, compared to 5,225 in the prior year period. The decrease from the prior year period was largely due to churn in more established markets, partially offset by new client acquisitions across certain developing markets.



Average monthly revenues per paying client(2) of $2,804 decreased from $3,041 in the prior year period. The decrease from the prior year period was due to spend declines in established markets driven by continued industry challenges, such as price deflation and ongoing consolidation. In addition, new clients acquired across certain markets had lower levels of average spend.







Net loss was $5.0 million, compared to net income of $3.7 million in the prior year period.




Adjusted EBITDA(3) decreased to $10.4 million from $11.9 million in the prior year period.



Fiscal Year 2025 Financial Highlights



Revenue of $174.7 million decreased from $184.5 million in the prior year. The decrease from the prior year was driven by continued headwinds across core markets, where ongoing pricing pressure and price deflation continued to compress client operating margins and constrain marketing budgets.


Average monthly paying clients(1) of 5,190 was up from 5,077 in the prior year. The increase from the prior year period was largely due to new client acquisitions across certain developing markets, partially offset by a churn in more established markets.



Average monthly revenues per paying client(2) of $2,805 decreased from $3,029 in the prior year. The decrease from the prior year period was due to spend declines in established markets driven by continued industry challenges, such as price deflation and ongoing consolidation. In addition, new clients acquired across certain markets had lower levels of average spend.







Net income decreased to $3.3 million from $12.2 million in the prior year.




Adjusted EBITDA(3) decreased to $39.8 million from $42.9 million in the prior year.




Total shares outstanding across Class A and Class V Common Stock were 157.8 million as of December 31, 2025.




Cash increased to $62.4 million as of December 31, 2025, as compared to $52.0 million as of December 31, 2024.



Reconciliations of GAAP to non-GAAP financial measures have been provided in the tables included in this release.



____________________


(1)

Average monthly paying clients are defined as the average of the number of paying clients billed in a month across a particular period (and for which services were provided).







(2)

Average monthly revenues per paying client is defined as the average monthly revenues for any particular period divided by the average monthly paying clients in the same respective period.







(3)

For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of their use and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), see “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” below.







Business Outlook


Based on information available as of March 12, 2026, the Company expects first quarter 2026 revenue to decline by mid- to high-single digit percentages sequentially from the fourth quarter. Given the Company’s focus on investing opportunistically across the business, and the potential variability in the timing of these investments, the Company will not be providing Adjusted EBITDA guidance at this time. The Company remains committed to maintaining a strong balance sheet and financial discipline.


The guidance provided above is only an estimate of what we believe is realizable as of the date of this release. This guidance assumes that no business acquisitions, investments, restructurings, or legal settlements are concluded in the period. Our results are based on assumptions that we believe to be reasonable as of this date, but may be materially affected by many factors, as discussed below in “Forward-Looking Statements.” Actual results may vary from the guidance and the variations may be material. We undertake no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.


Investor Conference Call and Webcasts


We will host a conference call and webcast today, Thursday, March 12, 2026, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) at https://edge.media-server.com/mmc/p/voj36wk8. A webcast replay will also be archived at ir.weedmaps.com.


We have used, and intend to continue to use, the investor relations portion of our website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.


About WM Technology


Founded in 2008, WM Technology operates Weedmaps, a leading cannabis marketplace for consumers, as well as a broad set of eCommerce and compliance software solutions for cannabis businesses and brands in U.S. state-legal markets. WM Technology holds a strong belief in the power of cannabis and the importance of enabling safe, legal access to consumers worldwide.


Over the past 18 years, the Weedmaps marketplace has become a premier destination for cannabis consumers to discover and browse cannabis-related products, access daily dispensary deals, order ahead for pick-up and delivery by participating retailers (where applicable) and learn about the plant. The Company also offers eCommerce-enablement tools designed to help cannabis retailers and brands reach consumers, create business efficiency, and manage industry-specific compliance needs.


Headquartered in Irvine, California, the Company is committed to advocating for full U.S. legalization, industry-wide social equity, and continued education about the plant through key partnerships and cannabis subject matter experts. Visit us at www.weedmaps.com.


Forward-Looking Statements


This press release includes “forward-looking statements” regarding the Company’s future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the Company’s financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and the Company’s ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of the Company’s go-to-market strategy; the Company’s ability to scale its business and expand its offerings; the Company’s competitive advantages and growth strategies; the Company’s future capital requirements and sources and uses of cash; the impact of the material weaknesses in the Company’s internal controls and ability to remediate these material weaknesses in the timing the Company anticipates, or at all; the Company’s ability to maintain its listing on the Nasdaq Stock Market LLC; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, tariffs, public health crises, uncertain credit and global financial markets, past and potential future disruptions in access to bank deposits or lending commitments due to bank failures, current and potential future geopolitical events, including the military conflicts between Russia and Ukraine and in the Middle East, and the occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis and hemp industries; the Company’s ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; the Company’s ability to manage future growth; the Company’s ability to effectively anticipate and address changes in the end-user market in the cannabis industry; the Company’s ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; the Company’s ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; the Company’s ability to continue to collect on outstanding receivables; the Company’s ability to realize the expected benefits of any strategic acquisitions; the effects of competition on the Company’s future business; the Company’s success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that the Company may be adversely affected by other economic, business or competitive and those factors discussed in the Company’s Annual Report for the fiscal year ended December 31, 2025, on Form 10-K filed with the Securities and Exchange Commission on March 12, 2026. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.


Use of Non-GAAP Financial Measures


Our financial statements, including net income (loss), are prepared in accordance with principles generally accepted in the United States of America (“GAAP”).


To provide investors with additional information regarding our financial results, we have disclosed EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures that we calculate as net income (loss) before interest, taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude stock-based compensation, change in fair value of warrant liability, legal settlements and other legal costs, loss contingency, asset impairment charges, reduction in force, change in the TRA liability and other non-cash, unusual and/or infrequent costs in the case of Adjusted EBITDA. Below we have provided a reconciliation of net income (loss) (the most directly comparable GAAP financial measure) to EBITDA; and from EBITDA to Adjusted EBITDA.


We present EBITDA and Adjusted EBITDA because these metrics are a key measure used by our management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.


Each of EBITDA and Adjusted EBITDA has limitations as an analytical tool, and you should not consider any of these non-GAAP financial measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:



Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;




EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and




EBITDA and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available to us.



Because of these limitations, you should consider EBITDA and Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results.





 



WM TECHNOLOGY, INC. AND SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS




(In thousands, except for share data)









 



 






 






December 31,








 






 






 






2025






 






 






 






2024






 








Assets






 






 






 






 








Current assets






 






 






 






 








Cash






 






$






62,401






 






 






$






51,966






 








Accounts receivable, net






 






 






14,619






 






 






 






10,060






 








Prepaid expenses and other current assets






 






 






7,900






 






 






 






7,486






 








Total current assets






 






 






84,920






 






 






 






69,512






 








Property and equipment, net






 






 






24,986






 






 






 






24,075






 








Goodwill






 






 






61,274






 






 






 






68,368






 








Intangible assets, net






 






 






1,510






 






 






 






1,952






 








Right-of-use assets






 






 






12,219






 






 






 






14,695






 








Other assets






 






 






5,758






 






 






 






3,264






 








Total assets






 






$






190,667






 






 






$






181,866






 








Liabilities and Equity






 






 






 






 








Current liabilities






 






 






 






 








Accounts payable and accrued expenses






 






$






23,962






 






 






$






20,102






 








Deferred revenue






 






 






5,499






 






 






 






5,433






 








Operating lease liabilities, current






 






 






3,922






 






 






 






3,492






 








Tax receivable agreement liability, current






 






 






2,658






 






 






 






1,406






 








Warrant liability, current






 






 






195






 






 






 






—






 








Total current liabilities






 






 






36,236






 






 






 






30,433






 








Operating lease liabilities, non-current






 






 






22,631






 






 






 






26,601






 








Tax receivable agreement liability, non-current






 






 






—






 






 






 






3,006






 








Warrant liability, non-current






 






 






—






 






 






 






585






 








Other long-term liabilities






 






 






—






 






 






 






1,174






 








Total liabilities






 






 






58,867






 






 






 






61,799






 








Stockholders’ equity






 






 






 






 








Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at December 31, 2025 and December 31, 2024






 






 






—






 






 






 






—






 








Class A Common Stock - $0.0001 par value; 1,500,000,000 shares authorized; 109,990,343 shares issued and outstanding at December 31, 2025 and 99,033,110 shares issued and outstanding at December 31, 2024






 






 






11






 






 






 






10






 








Class V Common Stock - $0.0001 par value; 500,000,000 shares authorized, 47,852,652 shares issued and outstanding at December 31, 2025 and 54,319,542 shares issued and outstanding at December 31, 2024






 






 






5






 






 






 






5






 








Additional paid-in capital






 






 






112,076






 






 






 






92,941






 








Accumulated deficit






 






 






(54,917






)






 






 






(56,879






)








Total WM Technology, Inc. stockholders’ equity






 






 






57,175






 






 






 






36,077






 








Noncontrolling interests






 






 






74,625






 






 






 






83,990






 








Total equity






 






 






131,800






 






 






 






120,067






 








Total liabilities and equity






 






$






190,667






 






 






$






181,866






 











 




WM TECHNOLOGY, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS




(In thousands, except for share data)










 



 






Three Months Ended

December 31,






 






Years Ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






2024






 








Revenues






$






43,069






 






 






$






47,670






 






 






$






174,704






?






$






184,514






 








 






 






 






 






 






 






 






 








Costs and expenses:






 






 






 






 






 






 






 








Cost of revenues (exclusive of depreciation and amortization shown separately below)






 






2,194






 






 






 






2,290






 






 






 






8,833






?






 






9,019






 








Sales and marketing






 






10,230






 






 






 






10,050






 






 






 






38,869






?






 






40,424






 








Product development






 






6,191






 






 






 






8,071






 






 






 






28,136






?






 






36,426






 








General and administrative






 






18,939






 






 






 






19,053






 






 






 






76,929






?






 






70,602






 








Depreciation and amortization






 






3,547






 






 






 






3,637






 






 






 






13,394






?






 






13,278






 








Asset impairment charges






 






7,777






 






 






 






—






 






 






 






7,777






 






 






—






 








Total costs and expenses






 






48,878






 






 






 






43,101






 






 






 






173,938






?






 






169,749






 








Operating income






 






(5,809






)






 






 






4,569






 






 






 






766






?






 






14,765






 








Other income (expense), net






 






 






 






 






 






 






 








Change in fair value of warrant liability






 






390






 






 






 






(195






)






 






 






390






 






 






—






 








Change in tax receivable agreement liability






 






(127






)






 






 






(1,287






)






 






 






333






 






 






(2,773






)








Other income






 






586






 






 






 






603






 






 






 






1,867






 






 






241






 








Income before income taxes






 






(4,960






)






 






 






3,690






 






 






 






3,356






 






 






12,233






 








Provision (benefit) for income taxes






 






71






 






 






 






(26






)






 






 






93






?






 






46






 








Net income (loss)






 






(5,031






)






 






 






3,716






 






 






 






3,263






?






 






12,187






 








Net income (loss) attributable to non-controlling interests






 






(1,459






)






 






 






1,365






 






 






 






1,301






 






 






4,548






 








Net income (loss) attributable to WM Technology, Inc.






$






(3,572






)






 






$






2,351






 






 






$






1,962






 






$






7,639






 








 






 






 






 






 






 






 






 








Class A Common Stock:






 






 






 






 






 






 






 








Basic income (loss) per share






$






(0.03






)






 






$






0.02






 






 






$






0.02






 






$






0.08






 








Diluted income (loss) per share






$






(0.03






)






 






$






0.02






 






 






$






0.02






 






$






0.08






 








 






 






 






 






 






 






 






 








Class A Common Stock:






 






 






 






 






 






 






 








Weighted average basic shares outstanding






 






108,870,824






 






 






 






97,778,402






 






 






 






106,572,365






 






 






96,254,679






 








Weighted average diluted shares outstanding






 






108,870,824






 






 






 






98,726,850






 






 






 






108,217,313






 






 






97,103,304






 














 




WM TECHNOLOGY, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF CASH FLOWS




(In thousands)








 



 






Years Ended

December 31,








 






 






2025






 






?






 






2024






 








Cash flows from operating activities






 






 






 








Net income






$






3,263






 






 






$






12,187






 








Adjustments to reconcile net income to net cash provided by operating activities:






 






 






 








Depreciation and amortization






 






13,394






 






 






 






13,278






 








Change in fair value of warrant liability






 






(390






)






 






 






—






 








Change in tax receivable agreement liability






 






(333






)






 






 






2,773






 








Amortization of right-of -use lease assets






 






2,477






 






 






 






3,769






 








Asset impairment charges






 






7,777






 






 






 






—






 








Stock-based compensation






 






7,776






 






 






 






9,221






 








Loss contingency






 






2,324






 






 






 






—






 








Gain on lease termination






 






—






 






 






 






(109






)








Provision for credit losses






 






4,377






 






 






 






38






 








Changes in operating assets and liabilities:






 






 






 








Accounts receivable






 






(8,936






)






 






 






1,060






 








Prepaid expenses and other current assets






 






(1,097






)






 






 






(1,516






)








Other assets






 






(1,552






)






 






 






1,032






 








Accounts payable and accrued expenses






 






582






 






 






 






996






 








Deferred revenue






 






66






 






 






 






(485






)








Operating lease liabilities






 






(3,540






)






 






 






(5,568






)








Net cash provided by operating activities






 






26,188






 






 






 






36,676






 








 






 






 






 








Cash flows from investing activities






 






 






 








Capitalized software and expenditures






 






(12,685






)






 






 






(11,637






)








Net cash used in investing activities






 






(12,685






)






 






 






(11,637






)








 






 






 






 








Cash flows from financing activities






 






 






 








Distributions to non-controlling interests






 






(1,916






)






 






 






(7,682






)








Taxes paid related to net share settlement of equity awards






 






(3






)






 






 






(4






)








Proceeds from repayment of related party note






 






273






 






 






 






379






 








Tax receivable agreement payment






 






(1,422






)






 






 






(116






)








Net cash used in financing activities






 






(3,068






)






 






 






(7,423






)








 






 






 






 








Net increase in cash






 






10,435






 






 






 






17,616






 








Cash – beginning of year






 






51,966






 






 






 






34,350






 








Cash – end of year






$






62,401






 






 






$






51,966






 










 




WM TECHNOLOGY, INC. AND SUBSIDIARIES




RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA




(Unaudited)




(In thousands)










 



 






Three Months Ended

December 31,






 






Years Ended

December 31,








 






 






2025






 






?






 






2024






 






 






 






2025






 






?






 






2024






 








Net income (loss)






$






(5,031






)






 






$






3,716






 






 






$






3,263






 






 






$






12,187






 








Provision (benefit) for income taxes






 






71






 






 






 






(26






)






 






 






93






 






 






 






46






 








Depreciation and amortization expenses






 






3,547






 






 






 






3,637






 






 






 






13,394






 






 






 






13,278






 








Interest income






 






(487






)






 






 






(91






)






 






 






(1,799






)






 






 






(422






)








EBITDA






 






(1,900






)






 






 






7,236






 






 






 






14,951






 






 






 






25,089






 








Stock-based compensation






 






1,407






 






 






 






2,049






 






 






 






7,776






 






 






 






9,221






 








Change in fair value of warrant liability






 






(390






)






 






 






195






 






 






 






(390






)






 






 






—






 








Loss Contingency(1)






 






—






 






 






 






—






 






 






 






2,324






 






 






 






—






 








Asset impairment charges(2)






 






7,777






 






 






 






—






 






 






 






7,777






 






 






 






—






 








Legal settlements and other legal costs(3)






 






3,405






 






 






 






1,151






 






 






 






6,863






 






 






 






5,836






 








Reduction in force(4)






 






—






 






 






 






—






 






 






 






879






 






 






 






—






 








Change in tax receivable agreement liability






 






127






 






 






 






1,287






 






 






 






(333






)






 






 






2,773






 








Adjusted EBITDA






$






10,426






 






 






$






11,918






 






 






$






39,847






 






 






$






42,919






 














 



(1) Represents loss contingency related to the shortfall under the AWS minimum commitment obligation. See Note 6, “Commitments and Contingencies” to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year December 31, 2025 filed with the SEC for additional information.








 








(2) Represents $7.1 million in goodwill impairment and $0.7 million in impairment charges related to capitalized implementation costs. See Note 8, “Goodwill and Intangible Assets,” and Note 9, “Prepaid Expenses and Other Current Assets,” to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year December 31, 2025 filed with the SEC for additional information.








 








(3) As of December 31, 2025, includes legal and advisory fees related to among other things, ongoing litigation related to shareholder class action and derivative actions, and as of December 31, 2024, includes legal and advisory fees related to the SEC enforcement matter and SEC settlement. See Note 6, “Commitments and Contingencies” to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year December 31, 2025 filed with the SEC for additional information.








 








(4) Represents severance charges included in general and administrative expense in the audited consolidated statement of operations, related to certain reduction in force actions taken by our management. These reduction in force actions are designed to enhance operational efficiency and align resources with strategic priorities in its corporate technology and marketing divisions.







 

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Original: WM Technology, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results