MAPS 10-K & 10-Q changes, risk factors and insider trading

Our revenue remained relatively flathas in 2024the whenpast compareddeclined within 2023.comparison Ourto revenueprior periods and may decline in the future due to a number of factors including, but not limited to, slowdowns in the pace of issuance of new licenses to cannabis retailers and brands, and the decline in the number of new major geographic markets in which the sale of cannabis is permitted and to which we have not already expanded. Accordingly, we may not be able to generate sufficient revenue to offset potential cost increases and our ability to achieve and sustain profitability may be impacted. Additionally, we expect our costs to increase in future periods as we expend substantial financial and other resources on, among other things:

We compete in a dynamic, innovative market, which we expect will continue to evolve rapidly. We believe that our success is dependent on our ability to continue identifying and anticipating the needs of our clients and consumers and growing our two-sided marketplace by retaining our existing clients and consumers and adding new clients and consumers. This two-sided marketplace has grown more slowly than anticipated, and may continue to grow more slowly than we expect or than it has grown in the past. For example, beginning on January 1, 2023, California instituted a cannabis excise tax of 15%, which is scheduled to increase to 19% in July 2025, of the gross receipts on any retail sale of cannabis or cannabis products, this tax, or similar efforts, has contributed to and may further have a material adverse effect on our clients’ business, operating results and financial condition, thereby limiting their ability to spend with us. As we have become larger through organic growth, the number of paying clients and monthly revenue per client have at times slowed or declined and may similarly slow or decline in the future, even if we continue to add clients and consumers on an absolute basis. Although we expect that our growth rates will continue to slow during certain periods as our business increases in size, if we fail to retain either our existing clients or consumers, the value of our two-sided marketplace will be diminished.

California represents one of the largest state legal cannabis markets in the United States, and approximately 53%56% and 52%53% of our revenue for the years ended December 31, 20242025 and 2023,2024, were generated in California. As new markets develop and our current markets expand, we anticipate that there will be a further reduction in the percentage of our revenue generated in California, but we do not know with any certainty when and to what degree, if ever, this would occur. Moreover, the cannabis market in California is rapidly evolving, and we expect our growth in California to continue as the cannabis industry continues to develop, which could further concentrate our client base. For example, beginningCalifornia on January 1, 2023, Californiahas instituted a cannabis excise tax of 15%, which is scheduled tocould increase to 19% in July 2025,2028, ofon the gross receipts onfrom any retail sale of cannabis or cannabis products,products. thisThis tax, orand similar efforts, has contributed toto, and may further have a material adverse effect on our clients’ business, operating results and financial condition, thereby limiting their ability to spend with us. As a result, our business and results of operations are particularly susceptible to, and may be disproportionately impacted by, trends in the California cannabis market, as well as adverse economic, regulatory, political and other conditions in California.

From time to time, we may be party to various claims and legal proceedings. For example, in August 2022, our board of directors determined to voluntarily report an internal complaint and subsequent internal investigation to the SEC. Since that date, we have responded to subpoenas from the SEC’s Division of Enforcement and on July 22, 2024, we reached an agreement in principle with the SEC staff to resolve the SEC staff’s investigation with respect to us. The settlement was approved by the SEC, and the administrative cease-and-desist order was entered in September 2024. In addition, on October 17, 2024, a putative shareholder class action complaint, captioned Seret Ishak v. WM Technology, Inc. et al., Case No. 2:24-cv-08959, was filed in the U.S. District Court for the Central District of California, naming us and certain former and current officers and/or directors of the Company and Silver Spike as defendants. The lawsuit alleges that we made material misrepresentations and/or omissions of material fact relating to historical public reporting of our monthly active users (“MAUs”) metric. InOn addition,May on12, November2025, 8,the 2024,plaintiffs filed an amended class action complaint. On July 11, 2025, the defendants moved to dismiss the plaintiffs’ amended class action complaint. On February 12, 2026, the parties filed a shareholdernotice derivativeof action,settlement captionedstating DeGennarothat v.they Francis,had et.reached al,an Caseagreement No.in 8:24-cv-02454,principle wasto filedfully settle all pending claims in the U.S.action Districtand Courtrequesting the court to not rule on the pending motions to dismiss as they were now moot. On February 13, 2026, the court denied as moot the motions to dismiss and ordered lead plaintiff to file a motion for thepreliminary Central Districtapproval of California against certain members of our board of directors and certain former and current officers. The derivative complaint alleges that the individualsettlement defendantsby authorizedApril or13, permitted materially false statements and/or material omissions of fact relating to historical public reporting of MAUs.2026.

Further,In addition, on November 18,8, 2024, a shareholder derivative action, captioned PearsonDeGennaro v. Francis, et. al, Case No. 8:24-cv-02525,24-cv-02454, was filed in the U.S. District Court for the Central District of California against certain former and current members of our board of directors and certain former and current officers. The derivative complaint alleges, among other things,alleges that the individual defendants authorized or permitted materially false statements and/or material omissions of fact relating to historical public reporting of MAUs and corporate governance matters. On December 10, 2024, the U.S. District Court of the Central District of California issued an order consolidating the DeGennaro and Pearson shareholder derivative actions.MAUs.

Further, to the extent any law enforcement actions require us to respond to subpoenas, or undergo search warrants, for client records, cannabis businesses could elect to cease using our products. Until the U.S. federal government changes the laws with respect to cannabis, and particularly if the U.S. Congress does not extend the Omnibus Spending Bill’s protection of state medical cannabis programs, described below,programs to apply to all state cannabis programs, U.S. federal authorities could more strictly enforce current federal prohibitions and restrictions. An increase in federal enforcement against companies licensed under state cannabis laws could negatively impact the state cannabis industries and, in turn, our business, operating results, financial condition, brand and reputation.

Although cannabis is a restricted controlled substance under the federal CSA, U.S. states have legalized cannabis to varying degrees through state-specific regulatory frameworks. See “Business—Government Regulation” for additional information.

Expansion of our business is in part dependent upon continued legislative authorization, including by voter initiatives and referendums, of cannabis in various jurisdictions worldwide. Any number of factors could slow, halt, or even reverse progress in this area. For example, in 2023,2025, at least three ballot measuresinitiatives (Arizona, Massachusetts and Maine) were introduced to allowrepeal forall or some portion of each state’s laws permitting adult use succeeded in Ohio, but failed in Oklahoma,sales, and inFlorida’s 2024Attorney ballotGeneral measureshas tothus allowfar forsuccessfully medicalprecluded adult‑use succeededlegalization infrom Nebraska,being butplaced balloton measuresthe for2026 adult use failed in Florida, North Dakota and South Dakota.ballot. In addition, implementation of state laws is often a multi-year process following a ballot initiative or legislation. Further, progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action in a particular jurisdiction, numerous factors could impact the legislative process, including lobbying efforts by opposing stakeholders as well as legislators’ disagreements about how to legalize cannabis as well as the interpretation, implementation, and enforcement of applicable laws or regulations. Any one of these factors could slow or halt the legalization of cannabis, which would negatively impact our ability to expand our business.

Our paying clients face challenges including, among other factors, limited access to capital (relative to other industries) and the impact of Section 280E of the Code (which, as applied to certain cannabis businesses, disallows the deduction of “ordinary and necessary” business expenses, such as below-the-line deductions, essentially resulting in federal income tax liability calculated based on gross income), limiting cash flow and liquidity of many industry participants. Additionally, the cannabis industry faced price deflation inover 2024the andlast 2023three years, further pressuring many of our paying clients. This resulted in financial hardship for certain cannabis companies, including some of our paying clients which caused elevated churn and badimpacted debttheir expenseability into 2023spend andon 2022.our platform over the last three years. 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. We have customers with past due balances and our failure to collect a significant portion of such balances could adversely affect our cash and provision for credit losses. See “Accounts Receivable, Net” of Note 2, “Summary of Significant Accounting Policies” to the audited consolidated financial statements for additional information.

On MayDecember 16,18, 2024,2025, President BidenTrump announcedissued an Executive Order directing that thecannabis U.S.be Attorney General initiated proceedings to transfer cannabisrescheduled from Schedule I to Schedule III,III. throughThe anOrder NPRMdirects publishedthe onAttorney MayGeneral 21,to 2024.“take all necessary steps to complete the rulemaking process related to rescheduling marijuana to Schedule III of the Controlled Substances Act in the most expeditious manner.” If cannabis is ultimately rescheduled to schedule III, this decision is expected to have far reaching implications that are not yet fully understood. For example, rescheduling may increase competitors in this space if non-cannabis technology companies who have previously avoided the space now decide to enter the market.

Our future success depends on our continued ability to recruit, train, retain and motivate key personnel, including Douglas Francis, our Chief Executive Officer and Chairman;Chairman, Brian Camire, our General Counsel andCounsel, Sarah Griffis, our Chief Technology Officer, and Susan Echard, our Chief Financial Officer.

In addition, our Chief Financial Officer, Susan Echard, isprior to January 30, 2026 was a consultant and not a full time employee. Ms. Echard iswas a partner at SeatonHill Partners, LP a CFO services firm. Ms. Echard served as our interim Chief Financial Officer from February 2024 through November 2024, which, as noted in our Notification of Late Filing on Form 12b-25 with the SEC, had an impact on our ability to complete our financial statements. Effectively January 30, 2026, we entered into an employment agreement with Ms. Echard. If Ms. Echard departs, and we are unable to recruit and retain a qualified replacement in a timely manner it could result in management, operating and financial reporting difficulties, which could have an adverse effect on our business.

Visits to our website could also decline if our social media accounts, such as those on Facebook, Instagram, X formerly known as Twitter or LinkedIn are shut down or restricted. We work across these social networks to increase brand awareness of our company by consumers and clients, and to promote client acquisition. Our engagement on these social media platforms is subject to their respective terms of service and community guidelines, which generally restrict the promotion, sale and, often, depiction of cannabis. While we do not directly promote the sale of cannabis or cannabis-related products by our clients on these social media platforms, the perception that we may be engaging in such promotion or our inadvertent violation of other aspects of these platforms’ terms of service or community guidelines may result in our accounts being shut down or restricted. For example, our Instagram account was suspended for short periods in each of September 2024,2024 and was suspended from October 2024,2024 andthrough hasJune been suspended since November 2024.2025. Once our account is restated, it may, and our other accounts might also, be suspended or restricted due to changes in the rules and regulations of such social media platforms. Any such suspension or restriction could result in reduced traffic to our website and diminished demand for our products, which could adversely affect our business and operating results.

It is critical to our success that clients and consumers within our geographic markets be able to access our platform at all times. We have previously experienced service disruptions, and in the future, we may experience service disruptions, outages or other performance problems due to a variety of factors, including infrastructure changes, human or software errors, defects, software bugs, capacity constraints and distributed denial of service, or DDoS, fraud or other security incidents.incidents or vulnerabilities. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. Additionally, even if we are able to develop a patch or other fix to address such issues, such fix may be difficult to push out to our customers or otherwise be delayed. It may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times and as our products become more complex and our traffic increases. If our platform is wholly or partially unavailable when consumers attempt to access it or it does not load as quickly as they expect, consumers may seek other solutions and may not return to our platform as often in the future, or at all. This would harm our ability to attract clients and decrease the frequency with which they subscribe for our advertising placements. We have and expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, respond adequately to service disruptions, upgrade our systems as needed or continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results would be harmed.

We and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, attacks enhanced or facilitated by AI, and other similar threats. In particular, severe ransomware attacks are becoming increasingly prevalent – particularly for companies like ours that are engaged in critical infrastructure or manufacturing – and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

Any actual or perceived security incident could damage our reputation and brand, result in decreased utilization of our platform or prevent users from using our platform, expose us to fines and penalties, government investigations and a risk of litigation and possible liability, require us to expend significant capital and other resources (including management’s attention) to alleviate any resulting problems and otherwise to remediate the incident, and require us to expend increased cybersecurity protection costs. We have in the past and may in the future incur significant costs in an effort to detect and prevent security incidents. Numerous state, federal and foreign laws and regulations require companies to notify individuals, regulatory authorities, or other stakeholders of certain security involving incidents, including those that involve certain types of personal data. Any disclosures of security incidents, pursuant to these laws or regulations or otherwise, could lead to regulatory investigations and enforcement and negative publicity, and may cause our clients and consumers to lose confidence in the effectiveness of our data security measures.

Any of these impacts or circumstances arising from an actual or perceived security incident could materially and adversely affect our business, financial condition, reputation and relationships with clients and consumers. Furthermore, while our errors and omissions insurance policies include liability coverage for certain of these matters, if we experienced a significant security incident, we could be subject to claims or damages that exceed our insurance coverage. We also cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or insurance requirements, could have a material and adverse effect on our business, including our financial condition, operating results, and reputation.

Macroeconomic conditions, including but not limited to inflation, tariffs, uncertain credit and global financial markets, government shutdowns, 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 the state of war between Israel and Hamas and the related risk of a larger regional conflict; and the occurrence of a catastrophic event, including but not limited to severe weather, wildfire, war, or terrorist attack, could adversely impact our business, financial condition and operating results. For example, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. We also face risks related to public health crises ,crises, like the COVID-19 pandemic and other adverse health developments. For example, in connection with the COVID-19 pandemic, governments implemented significant measures intended to control the spread of the virus, including closures, quarantines, travel restrictions and other social distancing directives.

Many foreign countries and governmental bodies, including Canada, the United Kingdom (“UK”), and the European Union (“E.U.”) have lawslaws, regulations, and regulationsindustry standards concerning the processing of personal information, including for example, in Canada, the federal Personal Information Protection and Electronic Documents Act, or PIPEDA and various related laws. Further, Canada has robust anti-spam legislation, the Anti-Spam Legislation, or CASL. The penalties for non-compliance under CASL are significant. In addition, the E.U.’s General Data Protection Regulation, or the EU GDPR, and the United Kingdom’s GDPR, or UK GDPR (collectively, “GDPR”) regulate the processing of personal data and provide for substantial penalties for noncompliance. For example, under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case, up to 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

There are also laws governing the privacy of consumer health data. For example, Washington’s My Health My Data Act broadly defines consumer health data, places restrictions on processing consumer health data (including imposing stringent requirements for consents), provides consumers certain rights with respect to their health data, and creates a private right of action to allow individuals to sue for violations of the law. Other states arehave consideringadopted and may in the future adopt similar laws.

We are bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the CCPA, require our customers to impose specific contractual restrictions on their service providers. We are also subject to the PCI-DSS, which requires companies to adopt certain measures to ensure the security of cardholder information, including using and maintaining firewalls, adopting proper password protections for certain devices and software, and restricting data access. Noncompliance with the PCI-DSS can result in penalties ranging from $5,000 to $100,000 per month by credit card companies, litigation, damage to our reputation, and revenue losses.

We are subject to general business regulations and laws as well as federal, state, provincial and foreign laws specifically governing the internet. Existing and future laws and regulations, narrowing of any existing legal safe harbors, or previous or future court decisions may impede the growth of the internet or online products and solutions, and increase the cost of providing online products and solutions. These laws may govern, among other issues, taxation, tariffs, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential internet access and the characteristics and quality of offerings. It is notoften clearunclear how existing laws governing issues such as property ownership, sales, use and other taxes, and libel apply to the internet or online services. There is also a risk that these laws may be interpreted and applied in conflicting ways across jurisdictions, and in a manner that is not consistent with our current practices. Unfavorable resolution of these issues may limit our business activities, expose us to potential legal claims or cause us to spend significant resources on ensuring compliance, any of which could harm our business and operating results.

We are subject to the income tax laws of the United States, Canada and several other foreign jurisdictions. New income, sales, use or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time, which could affect the tax treatment of our U.S. and foreign earnings. Any new taxes could adversely affect our domestic and foreign business operations and our business and financial performance. For example, in 2023, California implementedhas instituted a 15%cannabis excise tax onof cannabis sales to be paid by consumers and remitted by retailers,15% which is scheduled tocould increase to 19% in July 2025,2028, whichon hasthe gross receipts from any retail sale of cannabis or cannabis products. This tax, and similar efforts, has, and may continue to have a material adverse effect on the number of consumers purchasing cannabis, as well as negatively impact the operating results of cannabis retail, both of which has and may continue to adversely affect to our business, cash flow, financial condition and operating results. In addition, existing tax laws, statutes, rules, regulations, or ordinances, such as Section 280E of the Code, discussed in this Annual Report on Form 10-K, could be interpreted, changed, modified or applied adversely to us. Furthermore, changes to the taxation of undistributed foreign earnings could change our future intentions regarding reinvestment of such earnings. The foregoing items could have a material adverse effect on our business, cash flow, financial condition or operating results.

WMH LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, WMH LLC’s taxable income will be allocated to holders of WMH Units, including us. Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of WMH LLC. Under the terms of the amended operating agreement, WMH LLC is obligated to make tax distributions to holders of WMH Units (including us) calculated at certain assumed tax rates. In addition to tax expenses, we will also incur expenses related to our operations, including payment obligations under the TRA agreement (and the cost of administering such payment obligations), which could be significant. We intend to cause WMH LLC to make distributions to holders of WMH Units in amounts sufficient to cover all applicable taxes (calculated at assumed tax rates), relevant operating expenses, payments under the TRA and dividends, if any, declared by us. However, as discussed below, WMH LLC’s ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which WMH LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering WMH LLC insolvent. If our cash resources are insufficient to meet our obligations under the TRA and to fund our obligations, we may be required to incur additional indebtedness to provide the liquidity needed to make such payments, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the TRA for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA.

The payments we will be required to make under the TRA may be substantial. Potential payments will depend on the future tax savings that we will be realize (or, in certain circumstances, are deemed to realize), and the TRA payments made by us will be calculated based in part on the market value of the Class A Common Stock at the time of each redemption or exchange under the exchange agreement and the prevailing applicable tax rates applicable to us over the life of the TRA and will depend on us generating sufficient taxable income to realize the tax benefits that are subject to the TRA. Payments under the TRA are not conditioned on the WMH LLC Class A equity holders’ continued ownership of us. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments” and See Note 15, “Income Taxes,” to our audited consolidated financial statements included herein.

Cannabis, other than hemp (defined by the U.S. government as Cannabis sativa L. with a THC concentration of not more than 0.3% on a dry weight basis), is a prohibited controlled substance under the CSA. Even in states or territories that have legalized cannabis to some extent, the cultivation, possession and sale of cannabis all violate the CSA and are punishable by imprisonment, substantial fines and forfeiture. Moreover, individuals and entities may violate federal law if they aid and abet another in violating the CSA, or conspire with another to violate the law, and violating the CSA is a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. The U.S. Supreme Court has ruled that the federal government has the authority to regulate and criminalize the sale, possession and use of cannabis, even for individual medical purposes, regardless of whether it is legal under state law. Since 2014, however, the U.S. government has not prioritized the enforcement of those laws against cannabis companies complying with state law and their vendors. It is unclear whether that policy of prosecutorial discretion will continue under the new administration under President Trump; while President Trump has been generally supportive of cannabis during the campaign, his Attorney General and acting DEA Administrator picks have not supported cannabis in the past. Therefore, federal prosecutions against state-legal entities cannot be ruled out entirely at this time.

On January 4, 2018, then U.S. Attorney General Jeff Sessions issued a memorandum for all U.S. Attorneys (the “Sessions Memo”) rescinding certain past DOJ memoranda on cannabis law enforcement, including the Memorandum by former Deputy Attorney General James Michael Cole (the “Cole Memo”) issued on August 29, 2013, under the Obama administration. Describing the criminal enforcement of federal cannabis prohibitions against those complying with state cannabis regulatory systems as an inefficient use of federal investigative and prosecutorial resources, the Cole Memo gave federal prosecutors discretion not to prosecute state law compliant cannabis companies in states that were regulating cannabis, unless one or more of eight federal priorities were implicated, including use of cannabis by minors, violence, or the use of federal lands for cultivation. The Sessions Memo, which remains in effect, states that each U.S. Attorney’s Office should follow established principles that govern all federal prosecutions when deciding which cannabis activities to prosecute. As a result, federal prosecutors could and still can use their prosecutorial discretion to decide to prosecute even state legal cannabis activities. Since the Sessions Memo was issued over seveneight years ago, however, U.S. Attorneys have generally not prioritized the targeting of state law compliant entities.

We cannot assure that each U.S. Attorney’s Office in each judicial district where we operate will not choose to enforce federal laws governing cannabis sales against state-legal companies like our business clients. The basis for the federal government’s lack of recent enforcement with respect to the cannabis industry extends beyond the strong public sentiment and ongoing prosecutorial discretion. Since 2014, versions of the U.S. omnibus spending bill have included a provision prohibiting the DOJ, which includes the DEA, from using appropriated funds to prevent states from implementing their medical-use cannabis laws (formerly known as the Rohrabacher-Bluemnauer Amendment, and now known as the Joyce Amendment). In 2021, President Joe Biden became the first president to propose a budget with the Joyce amendmentAmendment included. The amendmentJoyce Amendment most recently was renewed through the signing of the stopgap spending bill. While the Joyce Amendment has continuously been renewed since its inception with little fanfare, there is no assurance that Congress will approve inclusion of a similar prohibition on DOJ spending in future appropriations bills.

In the prior administration, President Biden signed into law the “Medical Marijuana and Cannabidiol Research Expansion Act,” a bill aimed at easing restrictions on cannabis research -- bipartisan legislation which is the first standalone cannabis reform bill to pass both the House and Senate. Additionally, on October 6, 2022, President Biden issued a presidential proclamation pardoning federal convictions for simple marijuana possession offenses, encouraging state governors to do the same on the state level where permissible, and requesting that the Secretary of Health and Human Services (“HHS”) and the Attorney General initiate an administrative process to review cannabis’s Schedule I classification under the CSA. On August 29, 2023, HHS issued a letter to the DEA recommending that cannabis be reclassified as a Schedule III controlled substance under the CSA. On May 16, 2024, President Biden announced that the U.S. Attorney General initiated proceedings to transfer cannabis from Schedule I to Schedule III, through an NPRM published on May 21, 2024. Following the NPRM, DEA issued a notice for a hearing which commenced in November 2023, but the hearing is currently stayed pending an administrative interlocutory appeal. ItOn isDecember unclear18, when2025, President Trump issued an Executive Order directing that cannabis be rescheduled from Schedule I to Schedule III. The Order directs the hearingAttorney willGeneral recommence,to and“take whetherall necessary steps to complete the newrulemaking administrationprocess willrelated supportto rescheduling.rescheduling marijuana to Schedule III of the Controlled Substances Act in the most expeditious manner.” If rescheduling does occur, this would be a momentous change whose full implications are currently unknown. The DEA’s decision to reclassify cannabis would neither legalize nor likely eliminate current state cannabis programs. If placed under Schedule III, cannabis will remain a controlled substance and state-legal programs will continue to operate outside of federally legal channels in their distribution of the substance particularly because no state operator holds a DEA registration to possess or distribute cannabis. However, some fear that, if cannabis is successfully rescheduled, the DEA or FDA may impose additional requirements or begin to target enforcement of state cannabis programs. If our clients are ultimately negatively impacted by rescheduling, we would likely be unable to execute our business plan, and our business and financial results would be adversely affected.

U.S. Attorney General Pam Bondi has repeatedly declined to specify her stance on cannabis policy issues, responding to allseveral related questions from senators that she will give “careful consideration after consulting with appropriate Department officials.” She has also avoided specifying her stance on the federal enforcement of cannabis laws. Therefore, key questions remain about how Attorney General Bondi would handle both the rescheduling process and federal enforcement priorities. Despite President Trump's recent support for cannabis rescheduling and ending arrests for personal use, Attorney General Bondi's past record as Florida Attorney General shows opposition to medical cannabis legalization, including defending a ban on smoking medical cannabis in 2018, which has raised concerns among advocates about her approach at the federal level. It is unclear whether the status quo of federal non-enforcement will continue for the foreseeable future; however, increased enforcement would be a marked departure from the prior ten years and inconsistent with President Trump’s purported views on cannabis.

Furthermore, while industry observers are hopeful that there will continue to be incremental federal cannabis policy reform, we cannot provide assurances about the content, timing or chances of passage of a bill legalizing cannabis. In recent years, members of the U.S. Congress from both parties have introduced bills to end the federal cannabis prohibition, by de-scheduling cannabis completely and regulating it, as well as incremental reform bills, including the “Medical Marijuana and Cannabidiol Research Expansion Act” described above. Since the recent election, however, there has also been proposed anti-cannabis legislation, for example, a bill aiming to ensure Section 280E of the Code continues to apply to state cannabis businesses even if cannabis is ultimately rescheduled to schedule III. Nevertheless, the timing of federal reform remains unknown, it is expected that federal policy on cannabis will continue becoming more, rather than less, permissive, andincluding legislativepotentially effortsthrough to legalize cannabis banking at the national level are likely to continuerescheduling, in 2025.2026. We cannot predict the timing of any change in federal law or possible changes in federal enforcement. In the unlikely event that the federal government were to reverse its long-standing hands-off approach to the state legal cannabis markets and start more broadly enforcing federal law regarding cannabis, we would likely be unable to execute our business plan, and our business and financial results would be adversely affected.

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.

Should the federal government legalize cannabis for adult-use and/or medical-use, it is possible that the U.S. Food and Drug Administration (the “FDA”) would seek to regulate it under the Food, Drug and Cosmetics Act of 1938, asand itContinuing hasAppropriations withand federallyExtensions legalAct hemp.of Additionally,2026 (H.R. 5371) (the “2026 Appropriations Act”) ,directed FDA to create regulations relating to hemp products. The FDA may issue rules and regulations including certified good manufacturing practices related to the growth, cultivation, harvesting and processing of hemp, cannabinoids broadly, or following a rescheduling, even adult-use and medical-use cannabis.cannabis specifically. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where adult-use and medical-use cannabis is grown register with the FDA and comply with certain federally prescribed regulations.

The hemp and pharmaceutical industry may attempt to compete with or dominate the cannabis industry, and in particular, legal cannabis, through the development and distribution of hemp-derived containing intoxicating doses of THC or other cannabinoids (e.g., delta-8-THC) or derivative/synthetic products (e.g., THC-O) which emulate or even magnify the psychoactive effects of cannabis. Since the passage of the Farm Bill over six years ago, the hemp product market, and beverage market, in particular, has exploded – with 2024 sales for all hemp THC products projected to reach $3.5 billion and a path toward $4.4 billion by 2029. However, in November 2025, Congress passed 2026 Appropriations Act, which included a provision (section 781) to amend the definition of hemp in the 2018 Farm Bill to effectively prohibit the currently commercialized hemp-derived THC and full spectrum products, although the change does not become effective for 365 days from the date of enactment. Efforts are underway to repeal, replace, or delay this amendment, but whether any change will occur is uncertain. The December Executive Order directs White House staff to work with Congress to “update the statutory definition” of hemp to allow Americans to access CBD products while permitting Congress to “restrict the sale of products posing serious health risks,” and to consult with relevant executive branch departments to “develop a regulatory framework for hemp-derived cannabinoid products, including development of guidance on an upper limit on milligrams of THC per serving with considerations on per container limits and CBD to THC ratio requirements.” It is unclear how this will be achieved, and whether Congress—which just revised the definition of hemp in the 2026 Appropriations Act—will agree to further changes. All of this regulatory volatility creates significant uncertainty for our hemp and cannabis clients. If such products continue to be successful, the widespread popularity of such products could continue to negatively impact the demand, volume and profitability of the cannabis industry. This could adversely affect the ability of our cannabis clients to secure long-term profitability and success.

Products made with intoxicating cannabinoids from industrial hemp currently have several competitive advantages over similar cannabis derived products. Utilizing the legality of industrial hemp under U.S. federal law, many such products are available for sale through unlicensed channels and are shipped in interstate commerce. Such products are increasingly available direct-to-consumer or at brick and mortar stores such as gas stations and convenience stores (often without age verification or other safeguards). While some states have attempted to prohibit or regulate such products, the requirements are much less onerous than for cannabis-licensees, and enforcement against manufacturers of such products have been limited. Furthermore, because testing standards are less rigorous or sometimes non-existent, hemp-derived products could have negative health consequences which consumers then generalize to cannabis 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.not, which would subject us to legal, business and operational risks.

Until and unless cannabis is rescheduled to Schedule III, Section 280E of the Code may continue to apply to cannabis and does not allow any deduction or credit for any amount paid or incurred during the taxable year in carrying on business, other than costs of goods sold, if the business (or the activities which comprise the trade or business) consists of trafficking in controlled substances (within the meaning of Schedules I and II of the CSA). The IRS has applied this provision to cannabis operations, prohibiting them from deducting expenses associated with cannabis businesses beyond costs of goods sold and asserting assessments and penalties for additional taxes owed. Section 280E of the Code may have a lesser impact on cannabis cultivation and manufacturing operations than on sales operations, which directly affects our clients, who are cannabis retailers. However, Section 280E of the Code and related IRS enforcement activity have had a significant impact on the operations of all cannabis companies. While the Section does not directly affect our Company, it lowers our clients’ profitability, and could result in decreased demand for our listing and marketing services. An otherwise profitable cannabis business may operate at a loss after taking into account its U.S. income tax expenses. This affects us because our sales and operating results could be adversely affected if our clients decrease their marketing budgets and are operating on lower profit margins as a result of unfavorable treatment by the Code.

As discussed above, under Section 280E of the Code, no deduction or credit is allowed for any amount paid or incurred during the taxable year in carrying on business, other than costs of goods sold, if the business (or the activities which comprise the trade or business) consists of trafficking in controlled substances (within the meaning of Schedules I and II of the CSA). The IRS has applied this provision to cannabis operations, prohibiting them from deducting expenses associated with cannabis businesses and asserting assessments and penalties for additional taxes owed. While we do believe that Section 280E of the Code does not apply to our business, or ancillary service providers that work with state-licensed cannabis businesses, if the IRS interprets the section to apply, it would significantly and materially affect our profitability and financial condition.

•could cause a change in control if a substantial number of shares of our Class A Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, and other tax attributes, if any, and could result in the resignation or removal of our present officers and directors; and

Our Class A Common Stock is currently listed on the Nasdaq Global Select Market, which has minimum requirements that a company must meet in order to remain listed. These requirements include maintaining a minimum closing bid price of $1.00 per share, which closing bid price cannot fall below $1.00 per share for a period of more than 30 consecutive business days. For example, on OctoberFebruary 9,4, 2024,2026, we received a letter from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive trading days, the closing bid price for our Class A Common Stock was below $1.00 per share, (the “Notice”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a compliance period of 180 calendar days from the date of the Notice, or until AprilAugust 7,3, 2025,2026, to regain compliance with the minimum closing bid price requirement, which we did, and Nasdaq provided us written confirmation of compliance on December 3, 2024. We received such letters and achieved compliance twicethrice prior to OctoberFebruary 9,4, 2024,2026, and may again in the future.

•Net income was $12.2$3.3 million as compared to net loss of $15.7$12.2 million in the prior year.

•Cash and cash equivalents totaled $52.0$62.4 million as of December 31, 2024,2025, with no long-term debt.

For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of its use and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss),income, see “Net Income (Loss) to EBITDA and Adjusted EBITDA” in Non-GAAP Financial Measurements below.

Our business primarily consists of our commerce-driven marketplace (“Weedmaps”), and our fully integrated suite of end-to-end Software-as-a-Service (“SaaS”) solutions software offering (“Weedmaps for Business”). The Weedmaps marketplace is a premier destination for cannabis consumers to discover and browse information regarding cannabis and cannabis products with 5,0775,190 average monthly paying clients during the year ended December 31, 2024,2025, on the supply-side of our marketplace. These paying clients include retailers, brands and other client types (such as doctors). Further, these clients, who can choose to purchase multiple listings solutions for each business, had purchased approximately 8,7008,100 active listing pages as of December 31, 2024.2025.

We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. The following table summarizes our financial performance for the year ended December 31, 20242025 compared to our financial performance for the yearsyear ended December 31, 2023.2024. For a detailed discussion of our results of operations, see “Results of Operations” below.

___________________________ (1)For further information about how we calculate EBITDA and Adjusted EBITDA as well as limitations of its use and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss),income, see “Net Income (Loss) to EBITDA and Adjusted EBITDA” in Non-GAAP Financial Measurements below.

Average monthly revenues per paying client measures how much clients, for the period of measurement, are willing to pay us for our subscription and additional offerings and the efficiency of the bid-auction process for our featured listings placements (“Featured Listings”). We calculate this metric by dividing the average monthly revenues for any particular period by the average monthly number of paying clients in the same respective period. The increasedecrease in our average monthly revenues per paying client for the year ended December 31, 20242025 compared 2023 to 2024 was primarily due to sunsetspend ofdeclines in established markets driven by continued industry challenges, such as price deflation and ongoing consolidation. In addition, new clients acquired across certain products in December 2023, whichmarkets had lower levels of average monthly spending clients.spend.

Average monthly paying clients for the year ended December 31, 20242025 decreasedincreased by approximately 6%2% to 5,0775,190 average monthly paying clients from 5,4195,077 average monthly paying clients in the same period in 2023.2024. The decreaseincrease in average monthly paying clients in 20242025 as compared to the same period in 20232024 was primarily due to thenew decreaseclient acquisitions across certain developing markets, partially offset by a churn in clientmore countestablished related to the sunset of certain products in December 2023 as well as the removal of paying clients from our platform who have become delinquent, and client churn due to continued industry challenges, such as price deflation and ongoing consolidation.markets.

Net Income (Loss) to EBITDA and Adjusted EBITDA

Our financial statements, including net income (loss),income, are prepared in accordance with GAAP. For more information regarding the components within our net incomeincome, (loss), refer tosee “Components of Our Results of Operations” below.

Net income for the year ended December 31, 20242025 was $12.2$3.3 million compared with a net lossincome of $15.7$12.2 million for the year ended December 31, 2023.2024. The increasedecrease in net income of $27.9$8.9 million was primarily due to a decrease in revenues of $9.8 million and an increase in total costs and expenses of $36.7$4.2 million, partially offset by a decrease in revenues of $3.5 million, change in TRA liability of $1.5$3.1 million resulting from the remeasurement of the TRA liability, change in fair value of warrant liability of $1.5$0.4 million and aan decreaseincrease in other income of $2.3$1.6 million.

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, transaction related bonus, legal settlements and other legal costs, dischargeloss ofcontingency, holdbackasset obligationimpairment related to prior acquisition,charges, reduction in force, asset impairment charges, 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.

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.

A reconciliation of net income (loss) to non-GAAP EBITDA and Adjusted EBITDA is as follows:

1 Represents legalloss and advisory feescontingency related to ongoingthe litigationshortfall related to shareholder derivative actions,under the SECAWS enforcementminimum mattercommitment and the SEC settlement for the years ended December 31, 2024 and 2023.obligation. See Note 6, “Commitments and Contingencies” to our audited consolidated financial statements included herein.

Prices of certain commodity products, including gas prices, are historically volatile and subject to fluctuations arising from changes in domestic and international supply and demand, labor costs, competition, market speculation, government regulations, trade restrictions and tariffs, inflation, the military conflict between Russia and Ukraineglobal and the current state of war between Israel and Hamas and the related risk of a larger regional conflict.conflicts. Increasing prices in the component materials for the goods or services of our clients have and may impact their ability to maintain or increase their spend with us and their ability to pay their invoices on time. Rapid and significant changes in commodity prices may negatively affect our revenue if our clients are unable to mitigate inflationary increases through various customer pricing actions and cost reduction initiatives. This could also negatively impact our net dollar retention and our collections on accounts receivable. In addition, price deflation across our core markets has and may continue to compress our clients’ operating margins and marketing budgets, which directly impacts our revenue.

We believe that maintaining and enhancing our brand identity and our reputation is critical to maintaining and growing our relationships with clients and consumers and to our ability to attract new clients and consumers. Historically, a substantial majority of our marketing spending was on out-of-home advertising on billboards, buses and other non-digital outlets. Starting in 2019, consistent with the overall shift in perceptions regarding cannabis, a number of demand-side digital advertising platforms allowed us to advertise online. We also invested in growing our internal digital performance advertising team. We believe there is an opportunity to improve market efficiency through digital channels and expect to shift our marketing spending accordingly. Over the longer term, we have and expect to continue to shift and accelerate our marketing spend to additional online and traditional channels, such as broadcast television or radio, as they become available to us. Further, we have begunare reinvesting in our own on-the-ground and field marketing presence and are increasing the types and cadence of client events. These events and in-store activations allow Weedmaps to engage with consumers at the point of purchase and also afford Weedmaps with the opportunity to engage directly with our clients, understand their needs and challenges and foster goodwill.

Our revenues are derived primarily from monthly subscriptions to Weedmaps for Business, featuredFeatured Listing and dealWM listings,Deal products and other ad solutions and WM Dispatch.solutions. Our Weedmaps for Business subscriptions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. Featured and deal listingsListing and otherWM adDeal solutionsproducts are offered as add-on products to the Weedmaps for Business subscriptions. Featured Listing and dealWM listingsDeal products provide customers with premium placement ad solutions and discount and promotion pricing tools. Other ad solutions include banner ads and promotion tiles on our marketplace ad as well as other advertising products on and off the Weedmaps marketplace. We have a fixed inventory of featured listing and display advertising in each market, and price is generally determined through a competitive auction process that reflects local market demand. Revenues for these arrangements are recognized over-time, generally during a month-to-month subscription period as the products are provided. We rarely need to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, we recognize revenue in proportion to the standalone selling prices of the underlying services at contract inception.

General and administrative expenses consist primarily of payroll, benefit costs and stock-based compensation expense for our employees involved in general corporate functions including our senior leadership team as well as costs associated with the use by these functions of software and facilities and equipment, such as rent, insurance and other occupancy expenses. General and administrative expenses also include provision (recovery) for credit losseslosses, loss contingency, legal settlements and professional and outside services related to legal and other consulting services. General and administrative expenses are primarily driven by headcount required to support our business and meet our obligations as a public company. We expect general and administrative expenses to decline as percentage of revenue as we scale our business and leverage investments in these areas.

Other income (expense), net consists primarily of gain resulting from the discharge of a holdback obligation related to a prior acquisition, change in fair value of warrant liability, TRA liability remeasurement, political contributions, interest income, interest expense, financing feesincome and other tax related expenses.

A discussion regarding our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below. A discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below. A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found under Item.7 in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on MayMarch 24,13, 2024, as amended by Amendment No. 1, filed with the SEC on August 30, 2024,2025, which are available free of charge on the SEC’s website at https://www.sec.gov and at our investor relations website, https://ir.weedmaps.com.

Revenues decreased by $3.5$9.8 million, or 2%,5%, for the year ended December 31, 20242025 compared to the same period in 2023.2024. The decrease was primarily due to a decrease in revenuerevenues from our Featured ListingsListing and WM Deal products of $11.5$8.9 million driven by our clients continuing to face constrained marketing budgets, the ongoing consolidation of our industry, specifically amongst our client base and a loss in revenue from products that were sunset in December 2023, partially offset by an increase in revenues from our Weedmaps for Business and other SaaS solutions of $7.4$0.9 millionmillion. The overall decrease in revenues was driven by favorablecontinued headwinds across core markets, where ongoing pricing changes.pressure and price deflation continues to compress client operating margins and constrain marketing budgets.

For the year ended December 31, 2024,2025, Featured Listings,Listing and WM Deal products, Weedmaps for Business and other SaaS solutions, and other ad solutions represented approximately 63%,61%, 29%31% and 8% of our total revenues, respectively.

The decrease in cost of revenues was primarily related to a decrease of $2.5$0.2 million in costcredit ofcard revenuesprocessing associated with multi-channel marketing and cloud communication platforms,costs primarily duedriven to the sunset in December 2023 of certain products andby a decrease of $1.0 million in server costs.revenues.

The decrease in sales and marketing expenses was primarily related to a decrease in personnel-related costs of $5.5$1.8 million and a decrease in advertising expense of $1.1$0.3 million, partially offset by an increase in outside service expense of $0.5 million and other expense of $0.1 million. The decrease in personnel-related costs of $5.5$1.8 million were primarily due to decreases in salaries and wages of $3.0$0.3 million, bonus expense of $1.4$0.7 million, stock-based compensation expense of $1.3$0.6 million and payroll tax expense of $0.2$0.3 million, partially offset by an increase in vacation expense of $0.4$0.1 million.

The increasedecrease in product development expenses was primarily due to increases in outside and professional service costs of $2.3 million partially offset by decreases in personnel-related costs of $1.9$7.5 million, outside service expense of $0.6 million and other expense of $0.1 million. The decrease in personnel-related costs was primarily due to decreases in salaries and wages of $0.4$5.0 million, bonus expense of $0.5$0.8 million, stock-based compensation expense of $0.7$1.4 million and vacationpayroll tax expense of 0.4$0.5 million, partially offset by an increase in payroll taxvacation expense of $0.10.2 million.

Depreciation and Amortization Expenses

The increase in depreciation and amortization expense was primarily due to an increase of $2.4 million in depreciation of $0.1 million primarily fromrelated to capitalized software amortization, partially offset by a decrease of $1.2 million in amortization of intangible assets.development.

The decreaseincrease in asset impairment charges was primarily due to $24.4$7.8 million in asset impairment charges from 2023.2025. In 2023,2025, we recorded $10.9$7.1 million in goodwill impairment and $0.7 million in impairment of operating lease ROU asset, $1.3 million in impairment of leasehold improvement associated with our office space in Los Angeles, California, $8.7 million in impairment of intangible assets, capitalized software and property and equipment associated with the sunset of certain product offerings in December 2023 and $3.5 millioncharges related to thecapitalized impairmentimplementation costs as of anDecember equity31, investment.2025. See Note 2,8, “SummaryGoodwill ofand SignificantIntangible Accounting PoliciesAssets,” and Note 5,9, “Leases,Prepaid Expenses and Other Current Assets,” to our consolidated financial statements for further discussion.

For the years ended December 31, 20242025 and 2023,2024, we recorded less than $0.1 million in provision for income tax provisionstaxes due to the impact of the full valuation allowance on our net deferred assets. See Note 15, “Income Taxes,” to our consolidated financial statements included herein.

The cannabis industry has certain industry holidays that in recent years have resulted in increased purchases by cannabis consumers. Such “holidays” include, but are not limited to 420,April July20th 10th(420) and the day before Thanksgiving (Green Wednesday.Wednesday). Likewise, our clients will typically increase spend heading into these events. We also typically invest in marketing spend around these holidays which can create some seasonality in our sales and market expenses from quarter to quarter. While seasonality has not had a significant impact on our results in the past, our clients may experience seasonality in their businesses which in turn can impact the revenue generated from them. Our business may become more seasonal in the future and historical patterns in our business may not be a reliable indicator of future performance.

As of December 31, 20242025 and December 31, 2023,2024, we had cash and cash equivalents of $52.0$62.4 million and $34.4$52.0 million, respectively. Our funds are being used for funding our current operations and potential strategic acquisitions in the future. We also intend to increase our capital expenditures to support the organic growth in our business and operations. We expect to fund our short-term and long-term liquidity requirements from cash and cash equivalents and working capital on hand at December 31, 2024,2025, as well as from cash provided by operating activities. We believe that our existing cash and cash equivalents and cash generated from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Our future capital requirements and the adequacy of available funds will depend on many factors. We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all.

Cash from operating activities consists primarily of net income (loss) adjusted for certain non-cash items, including depreciation and amortization, change in fair value of warrant liability, change in TRA liability, amortization of right-of-use lease assets, stock-based compensation, asset impairment charges, gain on lease termination, provision (recovery) for credit losses and the effect of changes in working capital.

Net cash provided by operating activities is also impactedaffected by the effects of changes in operating assets and liabilitiesassets, such as: accounts receivable whichwhich, is impacted by the timing of customer billings and related collections from our customers;customers. In 2024, operating cash flow increased due to a focused effort on collecting significant outstanding accounts receivable. At the end of 2023, we had significant past due accounts, and we were successful with collecting the majority of them in 2024. This resulted in a higher-than-normal cash influx that did not recur in 2025. Net cash provided by operating activities is also impacted by effects of changes in operating liabilities such as accounts payable and accrued expenses due to timing of payments; accrued personnel costs which are impacted by employee performance targets and the timing of payments related to employee bonus incentives.

Net cash provided by operating activities for the year ended December 31, 20242025 was $36.7$26.2 million, which resulted from net income of $12.2$3.3 million, together with net cash outflows of $4.5$14.5 million from changes in operating assets and liabilities, and non-cash items of $29.0$37.4 million, consisting of fair value of warrant liability of $0.4 million and TRA remeasurement of $0.3 million, partially offset by stock-based compensation expense of $9.2$7.8 million, depreciation and amortization of $13.3$13.4 million, amortization of right of use lease assets of $3.8$2.5 million, TRAimpairment remeasurementloss of $2.8 million, partially offset by gain on lease termination of $0.1 million. Net cash outflows from changes in operating assets and liabilities were primarily due to a decrease in operating lease liabilities of $5.6 million, an increase in prepaid expenses and other assets of $0.5$7.8 million and aloss decrease in deferred revenuecontingency of $0.5 million, partially offset by a decrease in accounts receivable of $1.1 million and an increase in accounts payable and accrued expenses of $1.0$2.3 million. The changes in operating assets and liabilities are mostly due to fluctuations in timing of cash receipts and payments.

Net cash used in operating activities for the year ended December 31, 20232024 was $22.9$36.7 million, which resulted from net lossincome of $15.7$12.2 million, together with net cash outflows of $14.2$4.5 million from changes in operating assets and liabilities, and non-cash items of $52.8$29.0 million, consisting of asset impairment charges of $24.4 million, stock-based compensation expense of $13.5$9.2 million, depreciation and amortization of $12.1$13.3 million, amortization of right of use lease assets of $4.9 million, provision for credit losses of $1.8$3.8 million, TRA remeasurement of $1.3$2.8 million, partially offset by a gain fromon thelease dischargetermination of a holdback obligation related to a prior acquisition of $3.7 million, and the change in fair value of warrant liability of $1.5$0.1 million. Net cash outflows from changes in operating assets and liabilities were primarily due to a decrease in accounts payable and accrued expenses of $15.3 million, a decrease in operating lease liabilities of $6.3$5.6 million, an increase in prepaid expenses and other current and non-current assets of $0.5 million and a decrease in deferred revenue of $0.3$0.5 million, partially offset by a decrease in accounts receivable of $4.5$1.1 million and aan decreaseincrease in prepaidaccounts payable and accrued expenses and other assets of $3.3$1.0 million. Themillion.The changes in operating assets and liabilities arewere mostly due to fluctuations in timing of cash receipts and payments.

Net cash used in investing activities for the year ended December 31, 20242025 was $11.6$12.7 million, which resulted from $11.6$12.7 million cash paid for capital expenditures which includes purchases of property and equipment, including certain capitalized software development cost.costs..

Net cash used in investing activities for the year ended December 31, 20232024 was $11.9$11.6 million, which resulted from $11.9$11.6 million cash paid for capital expenditures which includes purchases of property and equipment, including certain capitalized software development cost.costs..

Net Cash Provided by (Used in) Financing Activities

Net cash from financing activities for the year ended December 31, 20232024 was $5.3$7.4 million, which resulted from $4.2$7.7 million distribution payments to members of WMH LLC, $1.5$0.1 million forin repaymentTRA of insurance premium financingpayments and $0.4 million in proceeds from collection of related party note receivable.

We have non-cancellable contractual agreements primarily related to leases and other purchase obligations. As of December 31, 2024,2025, future payments on our operating leases were $40.5$34.1 million. See Note 5, “Leases,” to our consolidated financial statements included herein. We also have minimum outstanding purchase obligations of $7.3 million in 2025 and $7.5 million in 2026, due under software license agreements, of which the majority relates to the remaining two yearsperiod of our three-year AWS Enterprise agreement. During the year ended December 31, 2025, prompted by a downward revision in forecasted server cost spend for the full fiscal year 2025 and 2026, we performed a review of our cloud infrastructure strategy prompted by a downward revision in forecasted server cost spend for the full fiscal year 2025 and 2026. The lower spend identified was attributable to server management optimization and efficiencies implemented during 2024 and 2025 and discounts received on prepayments under the AWS agreement. Due to the revised forecast, we identified a probable shortfall in the minimum purchase obligation and recorded a loss contingency of $2.3 million in the year ended December 31, 2025.

As of December 31, 20242025 and December 31, 2023,2024, our TRA liability was $4.4$2.7 million and $1.8$4.4 million, respectively. We expect that the payments we will be required to make under the TRA will not be substantial, and therefore, in conjunction with the recording of a full valuation allowance on the related TRA deferred tax assets for the year ended December 31, 2022, we have also adjusted the TRA liabilities as of December 31, 20242025 and December 31, 2023.2024 .

Investment in our securities involves risk. An investor or potential investor should consider the risks summarized below and under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (our “2025 Form 10-K”) and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K when making investment decisions regarding our securities. Except for the risk factors discussed below, we do not believe there have been any material changes to the risk factors that were disclosed in our 2025 Form 10-K.

On April 17, 2026, we filed a Form 25 with the SEC to effect the delisting of our Class A common stock and public warrants from Nasdaq and to deregister our Class A common stock and public warrants under Section 12(b) of the Exchange Act. The removal of our Class A common stock and public warrants from Nasdaq became effective on April 24, 2026. On April 27, 2026, the Class A common stock commenced trading on the OTCQX Best Market and the public warrants commenced trading on the OTCID Basic Market, both operated by the OTC, under the tickers “MAPS” and “MAPSW”. The public warrants ceased trading on the OTCID Basic Market on June 17, 2026, following their expiration on June 16, 2026.

There is a limited trading volume for our Class A common stock and public warrants on the OTC. As a result, relatively small trades of our Class A common stock and public warrants may have a significant impact on the price of our Class A common stock and public warrants and, therefore, may contribute to the price volatility of our Class A common stock and public warrants.stock. Because of limited trading volume in our Class A common stock and public warrants and the price volatility of our Class A common stock and public warrants,stock, our existing investors may be unable to sell their Class A common stock and public warrants when they desire or at the price they desire. The inability to sell their Class A common stock and public warrants in a declining market because of such illiquidity or at a price they desire may substantially increase our investors’ risk of loss.

Additionally, the delisting of our Class A common stock and public warrants from Nasdaq may have an adverse effect on institutional investor interest in holding or acquiring our Class A common stock or public warrants and otherwise reduce the number of investors willing to hold or acquire our Class A common stock or public warrants.stock. This could negatively affect our ability to raise capital necessary to maintain operationsoperations.

The following discussion and analysis of the financial condition and results of operations of WM Technology, Inc. should be read in conjunction with ourthe condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q as well as the discussion under “Item 1A. Risk Factors.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and included herein and in our Annual Report on Form 10-K for the year ended December 31, 2025.

For further discussion of our products and services, growth strategy, challenges in our end-markets and competitive strengths, see “Item 1. Business.” Unless stated otherwise, the comparisons presented in this discussion and analysis refer to the year-over-year comparison of changes in our financial condition and results of operations as of and for the three and six months ended MarchJune 31,30, 2026 and 2025.

FirstSecond Quarter 2026 Financial Highlights

•Adjusted EBITDA was $5.9$5.0 million as compared to Adjusted EBITDA of $10.1$11.7 million in the prior year.

•Cash,Cash and cash equivalents and marketable securities totaled $57.0$60.5 million as of MarchJune 30, 2026 as compared to $62.4 million as of December 31, 2026.2025.

Our business primarily consists of our commerce-driven marketplace (“Weedmaps”), and our fully integrated suite of end-to-end Software-as-a-Service (“SaaS”) solutions software offering (“Weedmaps for Business”). The Weedmaps marketplace is a premier destination for cannabis consumers to discover and browse information regarding cannabis and cannabis products with 4,9835,040 average monthly paying clients during the three months ended MarchJune 31,30, 2026, on the supply-side of our marketplace. These paying clients include retailers, brands and other client types (such as doctors). Further, these clients, who can choose to purchase multiple listings solutions for each business, had purchased approximately 8,3008,100 active listing pages as of MarchJune 31,30, 2026.

We sell our Weedmaps for Business suite in the United States and have a limited number of non-monetized listings in several other countries including Austria, Canada, Germany, the Netherlands, Spain, Switzerland, and Uruguay. We operate in the United States, Canada and other foreign jurisdictions where medical and/or adult cannabis use is legal under state or national law. As of MarchJune 31,30, 2026, we actively operated in over 35 U.S. states and territories that have adult-use and/or medical-use regulations in place. Substantially all of our revenue was generated in the United States during the periods presented. We define actively operated markets as those U.S. states or territories with greater than $1,000 monthly revenue.

On April 7, 2026, we provided notice of our voluntary intention to delist our Class A common stock and warrants from the Nasdaq Global Select Market (“Nasdaq”) and eventual deregistration of the Class A common stock and warrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On April 17, 2026, we filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of the Class A common stock and warrants from Nasdaq and to deregister the Class A common stock and public warrants under Section 12(b) of the Exchange Act. The removal of the Class A common stock and public warrants from Nasdaq became effective on April 24, 2026. On April 27, 2026 the Class A common stock commenced trading on the OTCQX Best Market and the warrants commenced trading on the OTCID Basic Market, both operated by the OTC, under the tickers “MAPS” and “MAPSW”. The warrants ceased trading on the OTCID Basic Market on June 17, 2026, following their expiration on June 16, 2026. Once permitted, we expect to file a Form 15 with the SEC to deregister the Class A common stock and warrants under the Exchange Act and suspend our duty to file any reports required under Section 13(a) and 15(d) of the Exchange Act.

We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. The following table summarizes our financial performance for the three and six months ended MarchJune 31,30, 2026 compared to our financial performance for the threesame monthsperiods ended March 31,in 2025. For a detailed discussion of our results of operations, see “Results of Operations” below.

Average monthly revenues per paying client measures how much clients, for the period of measurement, are willing to pay us for our subscription and additional offerings and the efficiency of the bid-auction process for our featured listings placements (“Featured Listings”). We calculate this metric by dividing the average monthly revenues for any particular period by the average monthly number of paying clients in the same respective period. The increasedecrease in our average monthly revenues per paying client for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 waswere primarily due to spend declines in established markets driven by continued industry challenges, such as price deflation and ongoing consolidation, partially offset by a positive mixmixed impact from churn among clients with below-average spend levels.

Average monthly paying clients for the three months ended MarchJune 31,30, 2026 decreased 4% to 4,9835,040 average monthly paying clients from 5,1795,241 average monthly paying clients in the same period in 2025. Average monthly paying clients for the six months ended June 30, 2026 decreased 4% to 5,012 average monthly paying clients from 5,210 average monthly paying clients in the same period in 2025. The decrease in average monthly paying clients in the three months ended March 31, 2026 as compared to the same periodperiods in 2025 waswere primarily due to a churn in more established markets, partially offset by new client acquisitions across certain developing markets.

Net income for the three months ended MarchJune 31,30, 2026 and 2025 was $1.7$2.9 million comparedand to$2.2 $2.5million, million for the three months ended March 31, 2025.respectively. The decreaseincrease in net income was primarily due to a decrease in revenuetotal ofcosts $1.1 million, an increase in operatingand expenses of $1.4$2.9 million and change in tax receivable agreement (“TRA”) liability of $0.5 million, partially offset by ana increasedecrease in other incomerevenue of $1.0$2.4 million,million and change in fair value of warrant liability of $0.1 million and change in tax receivable agreement liability of $0.5$0.3 million.

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 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, reduction in force (recovery) expense, loss contingency, one-time assetsale sales,of reduction in force expense,domain, 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 (the most directly comparable GAAP financial measure) to EBITDA; and from EBITDA to Adjusted EBITDA.

2 Represents severance charges (recovery) 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 our corporate technology and marketing divisions.

A discussion regarding our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 compared towith threethe monthssame endedperiods March 31,in 2025 is presented below.

The following tables setsset forth our results of operations for the periods presented and express the relationship of certain line items as a percentage of revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

Revenues decreased by $1.1$2.4 million or 2%5% for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. The decrease was primarily due to a decreasedecreases in revenues from our Weedmaps for Business of $0.2 million and a decrease in revenues from other WM AdSaaS solutions of $1.5$0.3 million, partially offset by an increase in revenues from our Featured Listing and WM Deal products of $0.6$0.2 million.million and our other ad solutions of $1.9 million, reflecting a challenging operating environment for certain of our customers who have faced margin compression and cash flow constraints affecting their spending.

For the three months ended MarchJune 31,30, 2026, Featured Listing and WM Deal products, Weedmaps for Business and other SaaS solution, and other ad solutions represented approximately 64%,63%, 31% and 5%6% of our total revenues, respectively.

The increase in cost of revenues for the three months ended MarchJune 31,30, 2026 was flat compared to the same period in 2025.2025 was primarily related to an increase in server expense of $0.3 million partially offset by a decrease in merchant expense of $0.1 million.

The increase in sales and marketing expenses for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily related to increases in advertising expense of $1.3$2.1 million andmillion, outside service expense of $0.2$0.1 million and software expense of $0.1 million, partially offset by a decrease in personnel-related costs of $1.2$2.2 million. The decrease in personnel-related costs was primarily related to decreases in salarysalaries and wages of $0.6$1.3 million, bonus expense of $0.3$0.7 million, vacation expense of $0.2$0.1 million, payroll tax expense of $0.1 million and stock-based compensation expense of $0.2 million, partially offset by an increase in severance expense of $0.1$0.2 million.

The decrease in product development expenses for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to decreases in personnel-relatedoutside costsservice expense of $1.0$0.3 million, software expense of $0.2 million and outsidestock-based servicecompensation expense of $0.4 million, partially offset by an increase in softwareAI related expense of $0.4$0.7 million. The decrease in personnel-related costs was primarily related to decreases in salaries and wages of $0.3 million, bonus expense of $0.2 million, stock-based compensation expense of $0.4 million and severance expense of $0.1 million.

The decrease in depreciation and amortization expense for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to a decrease in depreciation of $0.3 million related to capitalized software development.

The increase in othercost incomeof (expense), netrevenues for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily duerelated to comparatively favorable changes in fair value of warrant liability of $0.1 million, changes in tax receivable agreement liability of $0.5 million, an increase in interestserver incomeexpense of $0.1$0.5 million andpartially anoffset increaseby a decrease in othermerchant incomeexpense of $1.0$0.3 million from sale of a domain name.million.

For the threesix months ended MarchJune 31,30, 2026 and March 31, 2025, we recorded lessde thanminimis $0.1 millionamounts in income tax provisions due to the impact of the full valuation allowance on our net deferred assets. See Note 2, “Summary of Significant Accounting Policies—Income Taxes,” to the condensed consolidated financial statements included in this Quarterly Report for further information.

As of MarchJune 31,30, 2026 and December 31, 2025, we had cash,cash and cash equivalents and marketable securities of $57.0$60.5 million and $62.4 million, respectively. Our funds are being used for funding our current operations and potential strategic acquisitions in the future. We also intend to increase our capital expenditures to support the organic growth in our business and operations. We expect to fund our short-term and long-term liquidity requirements from cash, cash equivalents, marketable securities and working capital on hand at MarchJune 31,30, 2026, as well as from cash provided by operating activities. We believe that our existing cash, cash equivalents, marketable securities and cash generated from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Our future capital requirements and the adequacy of available funds will depend on many factors. We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all.

We primarily finance our operations and capital expenditures through cash flows generated by operations. To the extent existing cash, cash equivalents and marketable securities and cash from operations are not sufficient to fund future activities, we may need to raise additional funds. We may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our equity securities and could contain covenants that restrict operations. Any additional equity financing may be dilutive to stockholders. We may enter into investment or acquisition transactions in the future, which could require us to seek additional equity financing, incur indebtedness, or use cash resources.

Net Cash Provided by (used in) Operating Activities

Net cash usedprovided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $1.3$6.9 million, which resulted from a net income of $1.7$4.6 million, together with net cash outflows of $10.6$12.1 million from changes in operating assets and liabilities, and non-cash items of $7.6$14.5 million, consisting of depreciation and amortization of $3.1 million, stock-based compensation of $1.3$6.3 million, amortization of right-of-use lease assets of $0.6$1.2 million, stock-based compensation of $2.5 million, and changeprovision infor thecredit losses, net of recoveries of $8.0 million, partially offset by fair value of warrant liability of $0.1$0.2 million, gain on sale of domain name of $1.0 million, recovery of contract loss contingency of $0.2$2.2 million and provisionother forreconciling credit lossesitems of $3.9$0.1 million. Net cash outflows from changes in operating assets and liabilities for the three months ended March 31, 2026 was primarily due to an increase in accounts receivable of $6.2$12.2 million, aan decreaseincrease in accountsother payable and accrued expensesassets of $4.8$0.4 million,million and a decrease in operating lease liabilities of $0.9 million and an increase in other assets of $0.4$1.9 million, partially offset by a decrease in prepaid expenses and other current assets of $1.2$2.0 million, an increase in accounts payable and accrued expenses of $0.1 million and an increase in deferred revenue of $0.5$0.3 million. TheAside from the impacts related to the accounts receivable, net and provision for credit loss described above, the changes in our operating assets and liabilities were mostly due to fluctuations in timing of cash receipts and payments.

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2025 was $5.7$16.7 million, which resulted from net income of $2.5$4.7 million, together with net cash outflows of $3.8$4.9 million from changes in operating assets and liabilities, and non-cash items of $7.0$17.0 million, consisting of depreciation and amortization of $3.3$6.8 million, stock-basedchange compensationin TRA liability of $2.2$1.1 million, amortization of right-of-use lease assets of $0.6$1.3 million and changestock-based in the TRA liabilitycompensation of $0.5$4.8 million, loss contingency of $2.3 million and provision for credit losseslosses, net of $0.3recoveries of $1.1 million, partially offset by fair value of warrant liability of $0.4 million. Net cash outflows from changes in operating assets and liabilities for the three months ended March 31, 2025 were primarily due to an increase in accounts receivables of $2.6 million, a decrease in accounts payablepayables and accrued expenses of $1.1$1.4 million, a decrease in deferred revenue of $0.2 million and a decrease in operating lease liabilities of $0.9$1.8 million, anpartially increaseoffset by a decrease in prepaid expenses and other current assets of $0.6 million,million and a decrease in deferredother revenueassets of $0.4 million and an increase in accounts receivables of $0.9$0.5 million. The changes in operating assets and liabilities arewere mostly due to fluctuations in timing of cash receipts and payments.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $13.0$6.2 million, which resulted from $2.5$7.3 million cash paid for capital expenditures which includeincluded purchases of property and equipmentequipment, andincluding certain capitalized software development costs, $11.5$13.5 million in cash paid to purchase securities, $13.6 million in proceeds from sale of marketable securities and $1.0 million in proceeds from sale of domain name.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025 was $3.7$6.5 million, which resulted from $3.7$6.5 million cash paid for capital expenditures which includeincluded purchases of property and equipmentequipment, andincluding certain capitalized software development costs.

Net cash outflows from financing activities for the threesix months ended MarchJune 31,30, 2026 was $2.6$2.7 million, which primarily consistsconsisted of $2.7 million in TRA paymentspayments, $0.1 million in tax paid related to settlement of equity awards and $0.1 million in proceeds from collection of related party note receivable.

Net cash outflows from financing activities for threesix months ended MarchJune 31,30, 2025 was $0.7$3.2 million, which primarily consistsconsisted of $0.7$1.9 million in distributions payments to members of WMH LLC.LLC, $1.4 million in TRA payments and $0.1 million in proceeds from collection of related party note receivable.