UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

WM Technology, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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WM Technology, Inc.

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION, DATED APRIL 17, 2026

Notice of Annual Meeting of Stockholders

To be Held on Wednesday, June 24, 2026

at 10:00 a.m. Pacific Time

WM Technology, Inc.

41 Discovery

Irvine, California 92618

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Notice of Annual

Meeting of

Stockholders

Date:

Wednesday, June 24, 2026

Time:

at 10:00 a.m. Pacific Time

Place:

www.

virtualshareholdermeeting.

com/MAPS2026

YOUR VOTE

IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Wednesday, June 24, 2026 at 10:00 a.m. Pacific Time online at www.

virtualshareholdermeeting.

com/MAPS2026.

The proxy statement and annual report to stockholders

are available at www.proxyvote.com

Dear Stockholders of

WM Technology, Inc.

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of WM Technology, Inc., a Delaware corporation (the “Company”). The meeting will be held on Wednesday, June 24, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/MAPS2026. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our stockholders, including our international employees, around the world to attend the Annual Meeting, and provides cost savings for our stockholders and the Company. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting beginning ten days prior to the Annual Meeting at our corporate headquarters during regular business hours.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement (“Proxy Statement”):


				To approve an amendment to our Certificate of Incorporation to declassify the Board of Directors and to provide for the immediate annual election of all directors.
				To approve, on a non-binding advisory basis, the compensation as disclosed in the Proxy Statement of our principal executive officer and our two most highly compensated executive officers (other than our principal executive officer) who were serving as our executive officers at the end of the last completed fiscal year for the year ended December 31, 2025;
				To ratify the selection by the audit committee of the Board of Directors of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the year ending December 31, 2026;
				(a) If Proposal No. 1 is approved, to elect the seven director nominees named in the accompanying Proxy Statement, each to serve until the 2027 annual meeting of stockholders, or until their successors are duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal; (b) If Proposal No. 1 is not approved, to elect the three nominees for Class II directors named in the accompanying Proxy Statement, each to serve until the 2029 annual meeting of stockholders, or until their successors are duly elected and qualified or until such director’s earlier death, disqualification, resignation or removal; and
				To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The record date for the Annual Meeting is Monday, April 27, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment or postponement thereof. A complete list of the stockholders entitled to vote at the Annual Meeting will be made available to stockholders during the meeting at www.virtualshareholdermeeting.com/MAPS2026.

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By Order of the Board of Directors,

/s/ Brian Camire

Brian Camire

General Counsel and Secretary

Irvine, California

April , 2026

You are cordially invited to attend the Annual Meeting, which will be held virtually via a live audio webcast. Whether or not you expect to attend the Annual Meeting, please vote your shares over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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Table of Contents

			Page
Questions and Answers About These Proxy Materials and Voting			2
Information Regarding the Board of Directors and Corporate Governance			14
Director Independence			14
Board Leadership Structure			15
Role of the Board in Risk Oversight			15
Meetings of the Board of Directors			16
Information Regarding Committees of the Board of Directors			16
Audit Committee			17
Report of the Audit Committee of the Board of Directors			17
Compensation Committee			18
Compensation Committee Processes and Procedures			18
Nominating and Corporate Governance Committee			19
Technology Committee			20
Stockholder Communications with the Board of Directors			21
Code of Conduct			21
Corporate Governance Guidelines			21
Insider Trading Policy			21
Hedging and Pledging Policy			21
Proposal No. 1 Amendment to Certificate of Incorporation to Declassify the Board of Directors and Provide for the Immediate Annual Election of All Directors			22
Proposal No. 2 Advisory Vote, on a Non-Binding Basis, to Approve the Compensation of Our Named Executive Officers for the Year Ended 2025			24
Proposal No. 3 Ratification of Selection of Independent Registered Public Accounting Firm			25
Proposal No. 4a Election of Directors if Proposal No. 1 is Approved			28
Proposal No. 4b Election of Directors if Proposal No. 1 is not Approved			29
Principal Accountant Fees and Services			26
Pre-Approval Policies and Procedures			27
Executive Officers			33
Security Ownership of Certain Beneficial Owners and Management			34
Executive Compensation			37
Summary Compensation Table			46
Outstanding Equity Awards at Fiscal Year-End			47
Potential Payments Upon Termination or Change in Control			48
Director Compensation			50
Pay Versus Performance			53
Certain Relationships and Related Person Transactions			57
Householding of Proxy Materials			63
Other Matters			64
Appendix A			A-1

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Explanatory Note

As previously disclosed, on April 7, 2026, we provided notice of our voluntary intention to delist our Class A Common Stock (the “Class A Common Stock”) and warrants to purchase Class A Common Stock (the “Warrants”) from the Nasdaq Global Select Market (“Nasdaq”) and eventual deregistration of the Common Stock and Warrants under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We notified Nasdaq that we intend to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about April 17, 2026 to effect the delisting of the Common Stock and Warrants from Nasdaq and to deregister the Common Stock and Warrants under Section 12(b) of the Exchange Act. The removal of the Common Stock and Warrants will be effective 10 days after the filing of the Form 25. Once permitted, we expect to file a Form 15 with the SEC to deregister the 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. Following delisting of the Common Stock and Warrants, we expect the Common Stock and Warrants will be quoted for trading on a market operated by OTC Markets Group, Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that trading of the Common Stock and Warrants on the OTC will commence or that a broker will continue to make a market in the Common Stock and Warrants. As a result of the foregoing, the price of the Company’s Common Stock and Warrants will likely be adversely affected and there will likely be a decrease in the liquidity of the Company’s Common Stock and Warrants.

As used in this Proxy Statement, references to “we,” “us,” “our,” “WM Technology” and the “Company” refer to WM Technology, Inc. and its subsidiaries.

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			WM Technology, Inc. Proxy Statement
For the 2026 Annual Meeting of Stockholders to be Held at 10:00 a.m. Pacific Time on Wednesday, June 24, 2026			We have sent you these proxy materials because the Board of Directors of WM Technology, Inc. (the “Board”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements thereof, to be held via a live audio webcast on Wednesday, June 24, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/MAPS2026 where you will be able to listen to the meeting live, submit questions and vote online. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement (the “Proxy Statement”). However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The proxy materials, including this Proxy Statement and our 2025 Annual Report, are being distributed and made available on or about Tuesday, April 28, 2026. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.


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			Questions and Answers About These Proxy Materials and Voting
Why did I receive a notice regarding the availability of proxy materials on the internet?			Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. We provided some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice. If you received paper copies of the proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials to stockholders by signing up to receive all of your future proxy materials electronically. We intend to mail the Notice on or about Tuesday, April 28, 2026 to all stockholders of record entitled to vote at the annual meeting.
Will I receive any other proxy materials by mail?			We may send you a proxy card, along with a second Notice, on or after Friday, May 22, 2026.
How do I attend the Annual Meeting?			The Annual Meeting will be held through a live audio webcast at www.virtualshareholdermeeting.com/MAPS2026. You are entitled to attend the Annual Meeting if you were a stockholder of record as of the close of business on Monday, April 27, 2026. If you attend the Annual Meeting online, you will be able to vote and submit questions at www.virtualshareholdermeeting.com/MAPS2026. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/MAPS2026 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice, proxy card or in the email sending you the Proxy Statement. If you are a beneficial owner, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your Control Number. Whether or not you participate in the Annual Meeting, it is important that you vote your shares. We encourage you to access the Annual Meeting prior to the designated start time. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow reasonable time for the check-in procedures. Participation in the Annual Meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis.


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What if I cannot find my Control Number?			Please note that if you do not have your Control Number and you are a registered stockholder, you will still be able to login as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/MAPS2026 and register as a guest. However, if you login as a guest, you will not be able to vote your shares or ask questions during the meeting. If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.
Where can I get technical assistance?			If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.
For the Annual Meeting, how do I ask questions of management and the Board?			We plan to have a Q&A session at the Annual Meeting. Questions may be submitted prior to the Annual Meeting through www.virtualshareholdermeeting.com/MAPS2026. During the live Q&A session of the Annual Meeting, we may answer questions as they come in to the extent relevant to the business of the Annual Meeting and as time permits. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to. We plan to address stockholder Q&A at the Annual Meeting and will include as many stockholder questions as the allotted time permits. Stockholders may submit questions relevant to the business of the Annual Meeting in advance of the Annual Meeting. If you are a stockholder, you may submit a question in advance of the Annual Meeting at www.proxyvote.com after logging in with your Control Number. Questions may be submitted prior to the Annual Meeting through www.virtualshareholdermeeting.com/MAPS2026.
If I miss the annual meeting, will there be a copy posted online?			Yes, a replay of the annual meeting webcast will be available at www.virtualshareholdermeeting.com/MAPS2026.
Who can vote at the Annual Meeting?			Only stockholders of record at the close of business on Monday, April 27, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were shares of Class A Common Stock and shares of Class V Common Stock (the “Class V Common Stock”, and together with the Class A Common Stock, the “Common Stock”) outstanding and entitled to vote. Stockholder of Record: Shares Registered in Your Name If on Monday, April 27, 2026, your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. If you are a stockholder of record, you may vote your shares at the Annual Meeting by following the instructions provided on the Notice to log in to www.proxyvote.com. You will be asked to provide the Control Number from your Notice. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend and vote at the Annual Meeting even if you have already voted by proxy.


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			Beneficial Owner: Shares Registered in the Name of Broker or Bank If on Monday, April 27, 2026 your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You must follow the instructions provided by your brokerage firm, bank, or other similar organization for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a 16-digit control number via email or on your Notice or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a 16-digit control number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain a valid legal proxy. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.
What matters am I voting on?			There are four matters scheduled for a vote: • To approve an amendment to our Certificate of Incorporation to declassify our Board of Directors and to provide for the immediate annual election of all directors (“Proposal No. 1” or the “Declassification Proposal”). • To approve, on a non-binding advisory basis, the compensation of our principal executive officer and our two most highly compensated executive officers (other than our principal executive officer) who were serving as our executive officers at the end of the year ended December 31, 2025 (the “Named Executive Officers”) (“Proposal No. 2”); • To ratify the selection by the audit committee of the Board (the “Audit Committee”) of Macias Gini & O’Connell LLP (“MGO”) as our independent registered public accounting firm for the year ending December 31, 2026 (“Proposal No. 3”); and • If Proposal 1 is: (a) If approved, to elect the seven director nominees named in the accompanying Proxy Statement, each to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified or until the director’s earlier death, disqualification, resignation or removal (the “Nominee Alternative A Proposal” or “Proposal No. 4a”). (b) If not approved, to elect the three nominees for Class II directors named in the accompanying Proxy Statement, each to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until the director’s earlier death, disqualification, resignation or removal (the “Nominee Alternative B Proposal” or “Proposal No. 4b”, and, together with the Nominee Alternative A Proposal, the “Alternative Nominee Proposals”);


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Why are there two proposals relating to the election of directors?			If the Declassification Proposal is approved at the Annual Meeting, promptly following such vote, we will file an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware that will declassify the Board and provide for the immediate annual election of directors. In this case, our stockholders will vote at the Annual Meeting with respect to the nominees named in the Nominee Alternative A Proposal (see “Proposal No. 4a – Election of Directors if Proposal No. 1 is Approved”). Conversely, if the Declassification Proposal is not approved, the Board will remain classified so that (a) only the three Class II director nominees named in the Nominee Alternative B Proposal will stand for election at the Annual Meeting and (b) directors currently serving in Class I and Class III will continue to serve as directors until their respective terms expire at the 2027 and 2028 annual meetings, respectively, or until their earlier death, disqualification, resignation or removal (see “Proposal No. 4b – Election of Directors if Proposal No 1 is Not Approved). When you submit your proxy in advance of the Annual Meeting, you should provide your voting instructions with respect to both Alternative Nominee Proposals and such Alternative Nominee Proposal is voted on at the Annual Meeting, your shares will be voted with respect to such Alternative Nominee Proposal in accordance with the recommendation of the Board.
What if another matter is properly brought before the meeting?			The Board does not know of any other matters to be brought before the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.


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How do I vote?			You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record on Monday, April 27, 2026, you may vote online at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time: • To vote online during the Annual Meeting, if you are a stockholder of record as of the record date, follow the instructions at www.virtualshareholdermeeting.com/MAPS2026. You will need to enter the 16-digit Control Number found on your Notice of Internet Availability, or notice you receive or in the email sending you the Proxy Statement. • To vote prior to the Annual Meeting (until 11:59 p.m. Eastern Time on Tuesday, June 23, 2026), you may vote via the Internet at www.proxyvote.com; by telephone; or by completing and returning their proxy card or voting instruction form, as described below.



By Mail	By Telephone	By Internet
To vote using the proxy card that may have been delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.	To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the Control Number from the Notice. Your vote must be received by 11:59 p.m. Eastern Time on Tuesday, June 23, 2026 to be counted.	To vote through the internet, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and Control Number from your Notice. Your vote must be received by 11:59 p.m. Eastern Time on Tuesday, June 23, 2026 to be counted.


			Beneficial Owner: Shares Registered in the Name of Broker or Bank If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares held in street name should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a beneficial owner of shares held in street name, you may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.


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			Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
How many votes do I have?			On each matter to be voted upon, you have one vote for each share of Class A Common Stock and each share of Class V Common Stock you own as of Monday, April 27, 2026. Holders of Class A Common Stock and Class V Common Stock will vote together as one class on all proposals.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?			If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the Declassification Proposal, “For” the advisory approval of executive compensation, “For” the ratification of the selection by the Audit Committee of MGO as our independent registered public accounting firm for the year ending December 31, 2026, and “For” each of the nominees for director set forth in the Alternative Nominee Proposals. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?			If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine”, but not with respect to “non-routine” matters. In this regard, Proposals No. 1, 2, 4a and 4b are considered to be “non-routine” meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal No. 3 is considered to be a “routine” matter meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal No. 3. If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
What are “broker non-votes”?			A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to the “non-routine” matters are counted as “broker non-votes.” Proposals No. 1, 2, 4a and 4b are considered to be “non-routine”, and are proposals for which brokers do not have discretionary voting authority. We therefore expect broker non-votes to exist in connection with those proposals. Proposal No. 3 is a “routine” matter and therefore broker non-votes are not expected to exist in connection with this proposal. As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.


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Who is paying for this proxy solicitation?			We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?			If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?			Stockholder of Record: Shares Registered in Your Name Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways: • You may submit another properly completed proxy card with a later date. • You may grant a subsequent proxy by telephone or through the internet. • You may send a timely written notice that you are revoking your proxy to WM Technology, Inc., Attn: Corporate Secretary at 41 Discovery, Irvine, California 92618. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day one week preceding the date of the Annual Meeting. • You may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or internet proxy is the one that is counted. Beneficial Owner: Shares Registered in the Name of Broker or Bank If your shares are held by your broker, bank as a nominee or other agent, you should follow the instructions provided by your broker, bank or other agent.
How are votes counted?			Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; and, with respect to the other proposals, votes “For” and “Against,” abstentions and, if applicable, broker non-votes. Abstentions will be counted towards the vote total for each of Proposals No. 1, 2 and 3, and will have the same effect as “Against” votes. Broker non-votes on Proposal No. 2 and 4a and 4b will have no effect and will not be counted towards the vote total for any of those proposals. Broker non-votes will be counted towards the vote total for Proposal No. 1, and will have the same effect as “Against” votes. Proposal 3 is considered a “routine” matter, accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, your broker, bank, or other agent has discretionary authority to vote your shares on Proposal 3.


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How many votes are needed to approve each proposal?

Proposal

Number

Proposal

Description

Vote Required for Approval

Voting

Options

Effect of

Abstentions

or Withhold

votes, as

applicable

Effect of

Broker

Non-Votes

Board

Recommendation

No. 1

Approval of an amendment to our Certificate of Incorporation to declassify our Board of Directors and to provide for the immediate annual election of all directors

The affirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of Common Stock entitled to vote generally in the election of directors

FOR, AGAINST, or ABSTAIN

Abstentions are treated as votes Against

Broker non-votes are treated as votes Against

FOR

No. 2

Advisory approval of the compensation of our Named Executive Officers

The affirmative vote of a majority in voting power of shares of Common Stock present by remote communication or represented by proxy and entitled to vote thereon

FOR, AGAINST, or ABSTAIN

Abstentions are treated as votes Against

Broker non-votes will have no effect.

FOR

No. 3

Ratification of the appointment of MGO as the Company’s independent registered public accounting firm for the fiscal year ending 2026

The affirmative vote of a majority in voting power of shares of Common Stock present by remote communication or represented by proxy and entitled to vote thereon

FOR, AGAINST or ABSTAIN

Abstentions are treated as votes Against

Not applicable⁽¹⁾

FOR

No. 4a

If Proposal No. 1 is not approved, the election of the seven director nominees named in this Proxy Statement, each to serve until the 2027 annual meeting annual meeting of stockholders or until their successors are duly elected and qualified or until the director’s earlier death, disqualification, resignation or removal

Plurality of the votes cast. In other words, for the election of directors, the nominees receiving the most “For” votes will be elected.

However, under our Director Resignation Policy adopted in October 2025, any incumbent director nominee in an uncontested election, including a stockholder election conducted on an advisory basis, who does not receive a majority of the votes cast (i.e., receives a greater number of “Withhold” votes from his or her election than “For” votes in such election) will promptly submit his or her resignation for consideration by the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other actions should be taken.

FOR or WITHHOLD

Withhold votes will have no effect.

Broker non-votes will have no effect

FOR each of the director nominees


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Proposal

Number

Proposal

Description

Vote Required for Approval

Voting

Options

Effect of

Abstentions

or Withhold

votes, as

applicable

Effect of

Broker

Non-Votes

Board

Recommendation

The Board will act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

No. 4b

If Proposal No. 1 is not approved, the election of the three nominees for Class II directors named in the accompanying Proxy Statement, each to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until the director’s earlier death, disqualification, resignation or removal

Plurality of the votes cast. In other words, for the election of directors, the nominees receiving the most “For” votes will be elected.

FOR or WITHHOLD

Withhold votes will have no effect.

Broker non-votes will have no effect

FOR each of the director nominees


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Proposal

Number

Proposal

Description

Vote Required for Approval

Voting

Options

Effect of

Abstentions

or Withhold

votes, as

applicable

Effect of

Broker

Non-Votes

Board

Recommendation

disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

(1)

This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other agent who holds your shares, your bank, broker or other agent has discretionary authority to vote your shares on this proposal.


What is the quorum requirement?			A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the voting power of all outstanding shares of Common Stock entitled to vote are present by remote communication at the Annual Meeting or represented by proxy. On the record date, there were shares of Common Stock outstanding and entitled to vote. Thus, the holders of shares of Common Stock must be present by remote communication at the meeting or represented by proxy at the Annual Meeting to have a quorum. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority in voting power of the shares of Common Stock present by remote communication at the meeting or represented by proxy may adjourn the meeting to another date.
How can I find out the results of the voting at the annual meeting?			Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.


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When are stockholder proposals and director nominations due for next year’s annual meeting?			As previously disclosed, we intend to file a Form 25 with the SEC on or about April 17, 2026 to effect the delisting of our Common Stock and Warrants and to deregister our Common Stock and Warrants under Section 12(b) of the Exchange Act. The removal of the Common Stock and Warrants from Nasdaq will be effective 10 days after filing of the Form 25. 90 days after filing the Form 25, our Section 12(b) deregistration will become effective and we will no longer be required to comply with Schedule 14A under the Exchange Act. In the event we do not file a Form 25 with the SEC as intended and remain subject to Schedule 14A, to be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by Tuesday, December 29, 2026, to WM Technology, Inc., Attn: Corporate Secretary, 41 Discovery, Irvine, California 92618. If you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year’s proxy materials, you must do so by submitting your proposal in writing which must be received by the Corporate Secretary not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive notice of such a proposal or nomination for the 2027 Annual Meeting no earlier than the close of business on Wednesday, February 24, 2027 and no later than the close of business on Friday, March 26, 2027. The notice must contain the information required by the Amended and Restated Bylaws of the Company (the “Bylaws”). In the event that the date of the 2027 Annual Meeting is not within 30 days before or delayed by more than 60 days from the first anniversary of the preceding year’s annual meeting of stockholders, or no annual meeting was held during the preceding year, then the Corporate Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the 2027 Annual Meeting and not later than the close of business on the later of the 90th day prior to 2027 Annual Meeting or the closing of business on the tenth day following the day on which public announcement of the date of such meeting is first made. In addition, stockholders who intend to solicit proxies in support of director nominees other than WM Technology, Inc.’s nominees must also comply with the additional requirements of Rule 14a-19(b) promulgated under the “Exchange Act, no later than Sunday, April 25, 2027.

FORWARD-LOOKING STATEMENTS

This Proxy Statement includes “forward-looking statements” regarding our future business expectations which involve risks and uncertainties. Forward looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our strategy, intentions to voluntarily delist the Common Stock and the Warrants from Nasdaq and to deregister the Common Stock and Warrants under the Exchange Act, and the anticipated timing and any anticipated results of such actions. These statements are based on various assumptions, whether or not identified in this Proxy Statement, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including market reactions or impacts resulting from our delisting and deregistration, including the impact on our liquidity and the price of the Common Stock and Warrants; our eligibility for and timing of quotation on the OTC markets; the possibility that trading in the Common Stock and Warrants on the OTC markets, if available, may be significantly less liquid and/or have greater price volatility; our financial and business performance, including key business metrics and any underlying assumptions thereunder; market opportunity and our ability to acquire new clients and retain existing clients; expectations and timing related to commercial product launches; success of our go-to-market strategy; our ability to scale its business and expand its offerings; our competitive advantages and growth strategies; our future


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capital requirements and sources and uses of cash; the impact of the material weaknesses in our internal controls and ability to remediate these material weaknesses in the timing we anticipate, or at all; the outcome of any known and unknown litigation and regulatory proceedings; changes in domestic and foreign business, market, financial, political and legal conditions; the effect of macroeconomic conditions, including but not limited to inflation, tariffs, public health crises, uncertain credit and global financial markets, past and potential future disruptions in access to bank deposits or lending commitments due to bank failures, current and potential future geopolitical events, including the military conflicts between Russia and Ukraine and in the Middle East, and the occurrence of a catastrophic event, including but not limited to severe weather, war, or terrorist attack; future global, regional or local economic and market conditions affecting the cannabis industry; the development, effects and enforcement of and changes to laws and regulations, including with respect to the cannabis and hemp industries; our ability to successfully capitalize on new and existing cannabis markets, including its ability to successfully monetize its solutions in those markets; our ability to manage future growth; our ability to effectively anticipate and address changes in the end-user market in the cannabis industry; our ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to its platform; our ability to maintain and grow its two-sided marketplace, including its ability to acquire and retain paying clients; our ability to continue to collect on outstanding receivables; our ability to realize the expected benefits of any strategic acquisitions; the effects of competition on our future business; our success in retaining or recruiting, or changes required in, officers, key employees or directors; cyber-attacks and security vulnerabilities; the possibility that we may be adversely affected by other economic, business or competitive and those factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. If any of these risks materialize or these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this Proxy Statement. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this Proxy Statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.


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Information Regarding the Board of Directors and Corporate Governance

Director Independence

As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of the Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Compensation Committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member. Additionally, Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee of the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following six directors are independent directors within the meaning of the applicable Nasdaq listing standards: Anthony Bay, Brent Cox, Harry DeMott, Brenda Freeman, Glenn Ibbott and Nick Rellas. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

As discussed above, we intend to file a Form 25 with the SEC to delist our Common Stock and Warrants and to deregister our Common Stock and Warrants under Section 12(b) of the Exchange Act. Following delisting of the Common Stock and Warrants, we intend to trade on the OTCQX Best Market operated by the OTC. The OTCQX Best Market requires listed companies to have a board of directors that includes at least two independent directors. In addition, the OTCQX Best Market requires listed companies to have an audit committee comprised of at least two members, with a majority of independent directors. Under the rules of the OTCQX Best Market, a director will qualify as an “independent director” if, in the opinion of the company's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. Consistent with this and the considerations taken into account by the Board when determining independence under the Nasdaq listing standards, the Board has affirmatively determined that, in the event we file a Form 25 to effect the intended delisting and we subsequently trade on the OTCQX Best Market, the following six directors are independent directors within the meaning of the rules of the OTCQX Best Market: Anthony Bay, Brent Cox, Harry DeMott, Brenda Freeman, Glenn Ibbott and Nick Rellas.

In making those independence determinations, the Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions” that occurred during any 12-month period within the last three fiscal years.


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Board Leadership Structure

The Board is currently chaired by the Chief Executive Officer of the Company, Douglas Francis, who has an active role in leading the Company as our principal executive officer and member of the Board. Ms. Freeman continues to serve as our lead independent director.

The Company believes that during this turbulent period in the cannabis sector, it is valuable to have Mr. Francis in the combined positions of principal executive officer and Chairperson of the Board because of his extensive history with and knowledge of the Company, and this arrangement provides a single, clear chain of command to rapidly execute the Company’s strategic initiatives and business plans. In addition, the Company believes that this combined role better positions Mr. Francis to act as a bridge between management and the Board, facilitating the regular flow of information.

The Board appointed Ms. Freeman as the lead independent director to help reinforce the independence of the Board as a whole. The position of lead independent director has been structured to serve as an effective balance to a combined principal executive officer and Chairperson of the Board: the lead independent director is empowered to, among other duties and responsibilities, approve agendas and meeting schedules for regular Board meetings, preside over Board meetings in the absence of the Chief Executive Officer, preside over and establish the agendas for meetings of the independent directors, act as liaison between the Board chair and the independent directors, approve information sent to the Board, preside over any portions of Board meetings at which the evaluation or compensation of the principal executive officer is presented or discussed and, as appropriate upon request, act as a liaison to our stockholders. In addition, it is the responsibility of the lead independent director to coordinate between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues. As a result, the Company believes that the lead independent director can help ensure the effective independent functioning of the Board in its oversight responsibilities. In addition, the Company believes that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and the Board chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors.

Role of the Board in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, cybersecurity, legal and compliance, and reputational. We have designed and implemented processes to manage these risks. Management is responsible for the day-to-day implementation, oversight and management of risks and risk processes our company faces, while the Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

The Board administers this oversight function directly through the Board as a whole, as well as through various Board committees that address risks inherent in their respective areas of oversight. The Board believes that open communication between management and the Board is essential for effective risk management and oversight. Consistent with this approach, the Board, with the assistance of its committees, regularly reviews our strategic and operational risks in the context of discussions with management, question and answer sessions, and reports from the management team at each of its regular meetings. Directors also have access to management outside of its regular meetings and are free to ask questions and receive information necessary to perform their duties as a director.

In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company, and for coordinating with management on decisions relating to any matters that carry potential enterprise-level risks. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including management’s guidelines and policies around quarterly reporting. The Audit Committee is also responsible for monitoring compliance with legal and regulatory requirements, including our Related Person Transaction Policy, in addition to oversight of the performance of our internal audit function. The Audit Committee’s responsibilities also include primary responsibility to help the Board oversee the Company’s


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enterprise risk assessment and management policies, procedures and practices (including, together with assistance from the Technology Committee, those risks related to information security, cybersecurity and data protection), as well as review and determination of material commercial relationships and mergers, acquisitions or similar transactions that may have a material impact on the Company. The Nominating and Corporate Governance Committee is responsible for monitoring the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Compensation Committee is responsible for assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Technology Committee is responsible for oversight of the management of risks related to the Company’s technology, data, information security and tracking, and related matters, including disclosure of the Company’s key metrics and other operational data, together with assisting the Audit Committee with oversight of those risks related to information security, cybersecurity and data protection.

Meetings of the Board of Directors

The Board met five times during 2025. All directors then serving attended 75% or more of the aggregate number of meetings of the Board and, other than Tony Aquila, of the committees on which they served during the portion of the last fiscal year for which they were a director or member.

As required under applicable Nasdaq listing standards, in 2025, the Company’s independent directors met four times in regularly scheduled executive sessions at which only independent directors were present.

Information Regarding Committees of the Board of Directors

The Board established the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Technology Committee. The Board adopted a charter for each of the committees, which complies with the applicable requirements of current Nasdaq rules and can be found at our website at ir.weedmaps.com. We intend to comply with future requirements to the extent they will be applicable to us. Copies of the charters for each committee are available on the investor relations portion of our website. The following table provides membership and meeting information for the year ended December 31, 2025 for each of the standing Board committees:

Director

Audit

Compensation

Nominating and

Corporate

Governance

Technology

Tony Aquila¹

Anthony Bay

X**

Douglas Francis*

Brenda Freeman

X**

Olga Gonzalez²

X**

Scott Gordon³

Glen Ibbott²

X**

Total meetings in the year ended December 31, 2025

*	Chairperson of the Board

**	Committee Chairperson

1.	Mr. Aquila served as a member of the Compensation Committee until his resignation from the Board on September 2, 2025.

2.	Ms. Gonzalez served as Chairperson of the Audit Committee until March 6, 2025 and a member of the Audit Committee until her resignation from the Board on September 2, 2025. Mr. Ibbott was appointed as Chairperson of the Audit Committee on March 6, 2025

3.	Mr. Gordon served as a member of the Compensation Committee and Nominating and Corporate Governance Committee until March 5, 2026.


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Below is a description of each standing committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us, with the exception of Mr. Francis.

Audit Committee

The Audit Committee cons

SEC Form PRE 14A filed by WM Technology Inc.