0001779474-25-000018 | 10-Q | XBRL Viewer

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Fair Value Measurements - Quantitative Information (Details) $ in Thousands	Mar. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total warrant liability \| $	$ 585	$ 585	$ 1,435	$ 585
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total warrant liability \| $	$ 210	$ 210	$ 560	$ 210
Level 3 \| Private Placement Warrants \| Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	11.50	11.50
Level 3 \| Private Placement Warrants \| Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input \| $ / shares	1.13	1.38
Level 3 \| Private Placement Warrants \| Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.025	0.850
Level 3 \| Private Placement Warrants \| Term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, term	1 year 2 months 15 days	1 year 5 months 15 days
Level 3 \| Private Placement Warrants \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0400	0.0420

Earnings Per Share

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Earnings Per Share

Basic income (loss) per share of Class A Common Stock is computed by dividing net earnings (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share of Class A Common Stock adjusts basic net income (loss) per share of Class A Common Stock for the potentially dilutive impact of securities. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability, net of the portion attributable to non-controlling interests, and adjusts the denominator to include the dilutive shares calculated using the treasury stock method.

The computation of income per share attributable to WM Technology, Inc. and weighted-average shares of the Company’s Class A Common Stock outstanding are as follows for the three months ended March 31, 2025 and 2024 (amounts in thousands, except for share and per share amounts):


	Three Months Ended March 31,
	2025		2024
Numerator:
Net income	$	2,494	$	1,959

Less: net income attributable to noncontrolling interests after the Business Combination	847		719
Net income attributable to WM Technology, Inc. Class A Common Stock - basic and diluted	$	1,647	$	1,240



Denominator:
Weighted average of shares of Class A Common Stock outstanding - basic	104,041,260		94,704,164
Weighted average effect of dilutive securities:



Restricted stock units1	2,950,438		1,319,188
Weighted average of shares of Class A Common Stock outstanding - diluted	106,991,698		96,023,352

Net income per share of Class A Common Stock:
Net income per share of Class A Common Stock - basic	$	0.02	$	0.01
Net income per share of Class A Common Stock - diluted	$	0.02	$	0.01

¹ Calculated using the treasury stock method.

Shares of the Class V Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented. However, shares of the Class V Common Stock outstanding for the period are considered potentially dilutive shares of Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive.

The Company excluded the following securities from its computation of diluted shares outstanding for three months ended March 31, 2025 and 2024, as their effect would have been anti-dilutive:


	Three Months Ended March 31,
	2025	2024
Class V Shares	49,319,542	55,486,361
Class P Units	13,803,732	14,679,507
RSUs outstanding	4,020,267	6,495,170
PRSUs outstanding	4,342,391	—
Public Warrants	12,499,973	12,499,973
Private Placement Warrants	7,000,000	7,000,000

Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Accounts payable and other accrued liabilities	$	10,772	$	7,466
Accrued commissions and bonuses	2,627		5,986
Accrued salaries	1,370		2,865
Accrued vacation	2,957		2,766
Other accrued employee expenses	1,408		1,019
Total	$	19,134	$	20,102

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2025
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions During the second quarter of 2022, the Company entered into a sublease agreement with an affiliate of the Chief Executive Officer. The sublease commenced on June 1, 2022, and the term is for the remainder of the amended lease term which expired on October 31, 2024. The monthly base rent, after the rent abatement period for the first four months, is $69,000. As of March 31, 2025 and December 31, 2024, there was no outstanding rent receivable. For the three months ended March 31, 2025 and 2024, income on the sublease with related party were $0.0 million and $0.2 million, respectively. The income on sublease is netted with rent expense and included in general and administrative expenses on the consolidated statements of operations. In connection with the Business Combination, the Company paid $1.1 million in certain transaction costs reimbursable by Silver Spike’s sponsor (“Silver Spike Sponsor”), an affiliate to a member of the board of directors. On March 16, 2023, Silver Spike Holdings, an affiliate of Silver Spike Sponsor, entered into a promissory note with the Company and agreed to pay the principal amount of $1.1 million in 12 equal quarterly installments commencing on March 31, 2023. The promissory note bears interest at a rate of 5% per annum commencing on March 31, 2023 and maturing on December 31, 2025. In an event of default, the outstanding principal amount shall bear interest for the entire period during which the principal balance is unpaid at a rate which is equal to 10% per annum. As of March 31, 2025 and December 31, 2024, the remaining balance of the promissory note receivable was $0.4 million and included in prepaid expenses and other current assets on the consolidated balance sheets. For the three months ended March 31, 2025 and 2024, interest income on the promissory note was less than $0.1 million, which is included in other income (expense), net on the condensed consolidated statements of operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Stock-based Compensation - Schedule of Valuation Assumptions (Details) - Phantom Share Units (PSUs)	Nov. 07, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PRSUs Granted (in shares) \| shares	4,342,391
Grant Date Stock Price (in dollars per share) \| $ / shares	$ 0.77
Risk-Free Rate at Valuation Date	4.05%
Cost of Equity	18.00%
Estimated Volatility at Valuation Date	85.61%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2025 USD ($) segment shares	Mar. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jul. 16, 2021 $ / shares	Jun. 16, 2021 $ / shares shares
Accounting Policies [Line Items]
Allowance of bad debt	$ 1,103,000	$ 6,596,000	$ 1,243,000	$ 8,748,000
Equity securities without readily determinable fair value	0		0
Tangible asset impairment charges	0	0
Internal-use software development amortization	3,000,000	2,500,000
Capitalized computer software, net	23,500,000		23,100,000
Goodwill impairment loss	0	0
Lease costs, net	1,900,000	2,200,000
Contra rent expense	$ 200,000	500,000
Tax receivable agreement liabilities as percent of expected benefit	85.00%
Tax receivable agreement, percent recorded in additional paid-in capital	15.00%
Tax receivable agreement, liability	$ 5,000,000.0		$ 4,400,000
Change in tax receivable agreement liability	(545,000)	(543,000)
Sales discount	2,241,000	2,302,000
Advertising expense	$ 1,900,000	2,500,000
Requisite service period	2 years
Defined contribution cost	$ 700,000	500,000
Number of financial institutions with cash balance exceeding FDIC limit \| segment	5
Minimum \| PRSUs outstanding
Accounting Policies [Line Items]
Target award	0.00%
Maximum
Accounting Policies [Line Items]
Employer matching contribution, percent of match	3.50%
Maximum \| PRSUs outstanding
Accounting Policies [Line Items]
Target award	200.00%
Sales Discount
Accounting Policies [Line Items]
Sales discount	$ 1,800,000	$ 1,300,000
Class A Common Stock, $0.0001 par value per share
Accounting Policies [Line Items]
Right to purchase shares (in shares) \| shares						1
Exercise price of warrant (in dollars per share) \| $ / shares					$ 11.50	$ 11.50
Minimum requirement for cash settlement as percent of stockholders						50.00%
Payment to continuing members as percent of amount of tax benefit	85.00%
Public Warrants
Accounting Policies [Line Items]
Origination warrants (in shares) \| shares	12,499,993
Warrants outstanding (in shares) \| shares	12,499,973
Private Placement Warrants
Accounting Policies [Line Items]
Origination warrants (in shares) \| shares	7,000,000
Warrants outstanding (in shares) \| shares	7,000,000
Computer equipment
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Furniture and fixtures
Accounting Policies [Line Items]
Property and equipment, useful life	7 years
Software technology
Accounting Policies [Line Items]
Property and equipment, useful life	3 years
Enhancements
Accounting Policies [Line Items]
Property and equipment, useful life	3 years

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 68,368,000		$ 68,368,000
Goodwill impairment loss	0	$ 0
Amortization expense for intangible assets	$ 100,000	$ 100,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The table below provides the calculation of net income, which is the performance measure that is most consistent with GAAP, and the significant operating expenses included in this performance measure (in thousands):


	Three Months Ended March 31,
	2025		2024
Revenues	$	44,612	$	44,389
Less (add):
Cost of revenues	2,241		2,302
Sales and marketing	8,948		9,634
Product development	8,004		9,229
General and administrative	19,451		16,526
Depreciation and amortization	3,321		2,937

Other non-operating expense (income), net(1)	144		1,793
Provision for income taxes	9		9
Segment net income	$	2,494	$	1,959

1 Includes change in fair value of warrant liability, change in the TRA liability and other non-operating income and expense.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flow. 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 the Company and certain former and current officers and/or directors of the Company and Silver Spike as defendants. The lawsuit alleges that the Company made material misrepresentations and/or omissions of material fact relating to historical public reporting of MAUs in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The putative class action is brought on behalf of persons or entities who purchased or otherwise acquired the Company’s securities between May 25, 2021, and September 24, 2024, inclusive, and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorneys’ fees. At this early stage of the proceedings, the Company is unable to make any prediction regarding the outcome of the litigation. On November 8, 2024, a shareholder derivative action, captioned DeGennaro v. Francis, et. al, Case No. 8:24-cv-02454 (the “DeGennaro Action”), was filed in the U.S. District Court for the Central District of California against certain members of the Company’s board of directors and certain former and current officers. The plaintiff purports to bring the action derivatively on behalf of the Company, and the Company is a nominal defendant in the action. The derivative complaint alleges, among other things, that the individual defendants authorized or permitted materially false statements and/or material omissions of fact relating to historical public reporting of MAUs. The derivative complaint asserts claims for violations of Section 10(b) of the Exchange Act as well as claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The derivative complaint seeks unspecified damages on behalf of the Company, disgorgement or restitution, corporate governance reforms, declaratory relief, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees. Further, on November 18, 2024, a shareholder derivative action, captioned Pearson v. Francis, et. al, Case No. 8:24-cv-02525 (the “Pearson Action”), was filed in the U.S. District Court for the Central District of California against certain former and current members of the Company’s board of directors and certain former and current officers. The derivative complaint alleges, among other things, 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. The derivative complaint asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, as well as claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under Sections 10(b) and 21D of the Exchange Act. The derivative complaint seeks unspecified damages on behalf of the Company, restitution, corporate governance reforms, declaratory relief, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees. 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. At this early stage of the proceedings, the Company is unable to make any prediction regarding the outcome of the litigation. SEC Matter As previously disclosed, in the second quarter of 2022, the Company’s board of directors received an internal complaint regarding the calculation, definition and reporting of the Company’s monthly active users (“MAUs”) metric. In response, the Company’s board of directors formed a special committee of independent directors to conduct an internal investigation with the assistance of outside counsel. As a result of the findings of that internal investigation, the Company provided certain additional information regarding the growth and nature of the Company’s previously-reported MAUs in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 9, 2022. This investigation found no impact on the Company’s financial results under GAAP or the reporting or disclosure of any currently disclosed non-GAAP financial metric. As also previously reported, in the third quarter of 2022, the Company determined not to report MAUs going forward. In August 2022, the Company’s board of directors determined to voluntarily report the internal complaint and subsequent internal investigation to the SEC, following which the SEC’s Division of Enforcement commenced an investigation. As also previously reported in the Current Report on Form 8-K filed on July 25, 2024, on July 22, 2024, the Company reached an agreement in principle with the SEC staff to resolve the SEC’s investigation with respect to the Company. Under the terms of the settlement, the Company consented, without admitting or denying the SEC’s findings, to the entry of an administrative cease-and-desist order finding violations of Sections 17(a)(2) and (3) of the Securities Act of 1933, as amended, Sections 13(a) and 14(a) of the Securities Exchange Act of 1934, as amended, and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 thereunder, and pay a civil money penalty of $1.5 million. The settlement was approved by the SEC, and the administrative cease-and-desist order was entered in September 2024. The Company issued payment to the SEC, and it was received by the SEC, in October 2024. Accordingly, the SEC enforcement matter is concluded with respect to the Company. Purchase Obligations The Company has minimum outstanding purchase obligations of $5.6 million for the remaining nine months in 2025 and $7.5 million in 2026, due under software license agreements, of which the majority relates to the Company’s remaining period of a three-year AWS Enterprise agreement.

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	14 years 6 months	14 years 6 months
Gross Intangible Assets	$ 7,675	$ 7,675
Accumulated Amortization	(5,861)	(5,723)
Net Intangible Assets	$ 1,814	$ 1,952
Trade and domain names
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	15 years	15 years
Gross Intangible Assets	$ 7,256	$ 7,256
Accumulated Amortization	(5,612)	(5,492)
Net Intangible Assets	$ 1,644	$ 1,764
Software technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	5 years	5 years
Gross Intangible Assets	$ 249	$ 249
Accumulated Amortization	(174)	(162)
Net Intangible Assets	$ 75	$ 87
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	8 years	8 years
Gross Intangible Assets	$ 170	$ 170
Accumulated Amortization	(75)	(69)
Net Intangible Assets	$ 95	$ 101

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance, beginning of period	$ 1,243	$ 8,748
Provision (recovery) for credit losses	314	(658)
Write-off, net of recoveries	(454)	(1,494)
Allowance, end of period	$ 1,103	$ 6,596

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Class P Unit Activities

A summary of the Class P Unit activity for the three months ended March 31, 2025 is as follows:


						Number of Units
Outstanding Class P Units, December 31, 2024						14,403,732
Cancellations						—
Exchanged for Class A Common Stock						(600,000)
Outstanding, Class P Units, March 31, 2025						13,803,732
Vested, March 31, 2024						13,803,732

Schedule of Restricted Stock Units Activity

A summary of the restricted stock unit (“RSU”) activity for the three months ended March 31, 2025 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2024	7,946,908	$	1.46
Granted	3,600,000	$	1.42
Vested	(712,165)	$	2.77
Forfeited	(217,955)	$	2.74
Non-vested at March 31, 2025	10,616,788	$	1.33

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The following table summarizes the key assumptions used in estimating the value of the PRSUs granted in 2024.


Grant Date						November 07, 2024
Performance period						November 07, 2024 - December 31, 2027
PRSUs Granted						4,342,391
Grant Date Stock Price						$0.77
Risk-Free Rate at Valuation Date						4.05%
Cost of Equity						18.00%
Estimated Volatility at Valuation Date						85.61%

Schedule of Performance Shares Activity

A summary of the PRSU activity for the three months ended March 31, 2025 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2024	4,342,391	$	0.38
Granted	—	$	—
Vested	—	$	—
Forfeited	—	$	—
Non-vested at March 31, 2025	4,342,391	$	0.38

Schedule of Stock-based Payment Arrangement

The Company recorded stock-based compensation cost related to the RSUs, PRSUs, and Class P Units in the following expense categories on the accompanying condensed consolidated statements of operations (in thousands):


	Three Months Ended March 31,
	2025		2024
Sales and marketing	$	281	$	380
Product development	662		855
General and administrative	1,251		1,584
Total stock-based compensation expense	2,194		2,819
Amount capitalized to software development	263		356
Total stock-based compensation cost	$	2,457	$	3,175

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2025	May 01, 2025
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	001-39021
Entity Registrant Name	WM TECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1605615
Entity Address, Address Line One	41 Discovery
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	844
Local Phone Number	933-3627
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001779474
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock, $0.0001 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	MAPS
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		105,053,766
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	MAPSW
Security Exchange Name	NASDAQ
Class V Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		49,319,542

Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 5,029		$ 5,433
California \| Revenue Benchmark \| Geographic Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	55.00%	52.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Revenue from Contracts with Customers

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

The Company sells a monthly subscription offering to retailer and brand clients as well as upsell and add-on offerings to licensed clients. The Company’s current Weedmaps for Business monthly subscription package includes:

•WM Listings: A listing page with product menu for a retailer or brand on the Weedmaps marketplace, enabling the Company’s clients to be discovered by the marketplace’s users. This also allows clients to disclose their license information, hours of operation, contact information, discount policies and other information that may be required under applicable state law.

•WM Orders: Software for retailers to receive pickup and delivery orders directly from a Weedmaps listing and connect orders directly with a client’s POS system (for certain POS systems). The marketplace also enables brands to route customer purchase interest to a retailer that carries the brand’s product. After a dispensary receives the order request from the consumer, the dispensary and the consumer can continue to communicate, adjust items in the request, and handle any stock issues, prior to and while the dispensary processes and fulfills the order.

•WM Store: Customizable order and menus embed which allows retailers and brands to import their Weedmaps listing menu or product reservation functionality to their own white-labeled WM Store website or separately owned website. WM Store facilitates customer pickup or delivery orders and enables retailers to reach more customers by bringing the breadth of the Weedmaps marketplace to a client’s own website.

•WM Connectors: A centralized integration platform, including API tools, for easier menu management, automatic inventory updates and streamlined order fulfillment to enable clients to save time and more easily integrate into the WM Technology ecosystem and integrate with disparate software systems. This creates business efficiencies and improves the accuracy and timeliness of information across Weedmaps, creating a more positive experience for consumers and businesses.

•WM Insights: An insights and analytics platform for clients leveraging data across the Weedmaps marketplace and software solutions. WM Insights provides data and analytics on user engagement and traffic trends to a client’s listing page. For Brand clients, WM Insights allows them to monitor their brand and product rankings, identify retailers not carrying products and keep track of top brands and products by category and state.

The Company also offers other add-on products for additional fees, including:

•WM Ads: Ad solutions on the Weedmaps marketplace designed for clients to amplify their businesses and reach more highly engaged cannabis consumers throughout their buying journey including:

◦Featured Listings: Premium placement ad solutions on high visibility locations on the Weedmaps marketplace (desktop and mobile) to amplify the Company’s clients’ businesses and maximize clients’ listings and deal presence.

◦WM Deals: Discount and promotion pricing tools that let clients strategically reach prospective price-conscious cannabis customers with deals or discounts to drive conversion. In some jurisdictions, it is required by applicable law to showcase discounts.

◦Other ads solutions: Includes banner ads and promotion tiles on the Company’s marketplace as well as banner ads that can be tied to keyword searches. These products provide clients with targeted ad solutions in highly visible slots across the Company’s digital surfaces.

•WM Dispatch: Compliant, automated and optimized logistics and fulfillment last-mile delivery software (including driver apps) that helps clients manage their delivery fleets. This product streamlines the delivery experience from in-store to front-door.

Disaggregation of revenue

The following table summarizes the Company’s disaggregated revenues information (in thousands):


	Three Months Ended March 31,
	2025		2024
Revenues:
Weedmaps for Business and other SaaS solutions	$	13,642	$	13,282
Featured and deal listings	27,206		28,166
Subtotal	40,848		41,448
Other ad solutions	3,764		2,941
Total revenues1	$	44,612	$	44,389

___________________________

1 Revenues include transaction price adjustments of $1.8 million and $1.3 million, respectively, for three months ended March 31, 2025 and 2024.

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription offerings, as described above, and is recognized as the revenue recognition criteria are met. Deferred revenue balance as of March 31, 2025 and December 31, 2024 was $5.0 million and $5.4 million, respectively, and the balance is expected to be fully recognized within the next twelve months. The Company generally invoices customers and receives payment on an upfront basis and payments do not include significant financing components or variable consideration and there are generally no rights of return or refunds after the subscription period has passed.

Substantially all of the Company’s revenue has been generated in the United States for the three months ended March 31, 2025 and 2024. For three months ended March 31, 2025, approximately 55% of the Company’s revenue originated in California compared with 52% of the for the three months ended March 31, 2024.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining period in 2025 (nine months)	$ 417
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Year ended December 31, 2028	222
Year ended December 31, 2029	127
Thereafter	0
Net Intangible Assets	$ 1,814	$ 1,952

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Prepaid insurance	$	538	$	1,146
Prepaid marketing	292		343
Prepaid software	3,182		2,836
Other prepaid expenses and other current assets	4,056		3,161
Total	$	8,068	$	7,486

Revenue from Contracts with Customers - Schedule of Disaggregated Net Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Disaggregation of Revenue [Line Items]
Revenues	$ 44,612	$ 44,389
Sales discount	2,241	2,302
Weedmaps for Business and other SaaS solutions
Disaggregation of Revenue [Line Items]
Revenues	13,642	13,282
Featured and deal listings
Disaggregation of Revenue [Line Items]
Revenues	27,206	28,166
Subtotal
Disaggregation of Revenue [Line Items]
Revenues	40,848	41,448
Other ad solutions
Disaggregation of Revenue [Line Items]
Revenues	3,764	2,941
Sales Discount
Disaggregation of Revenue [Line Items]
Sales discount	$ 1,800	$ 1,300

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Commitment and Contingencies - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2025 USD ($)
Indefinite-Lived Intangible Assets [Line Items]
Loss contingency, damages awarded, value	$ 1.5
Software License Agreements
Indefinite-Lived Intangible Assets [Line Items]
2025	5.6
2026	$ 7.5
Agreement period	3 years

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Accounts payable and other accrued liabilities	$	10,772	$	7,466
Accrued commissions and bonuses	2,627		5,986
Accrued salaries	1,370		2,865
Accrued vacation	2,957		2,766
Other accrued employee expenses	1,408		1,019
Total	$	19,134	$	20,102

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2025	Dec. 31, 2024
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	75,000,000	75,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,500,000,000	1,500,000,000
Common stock, shares issued (in shares)	105,053,766	99,033,110
Common stock, shares outstanding (in shares)	105,053,766	99,033,110
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	49,319,542	54,319,542
Common stock, shares outstanding (in shares)	49,319,542	54,319,542

Stock-based Compensation - Stock-Based Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,194	$ 2,819
Amount capitalized to software development	263	356
Total stock-based compensation cost	2,457	3,175
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	281	380
Product development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	662	855
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,251	$ 1,584

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company follows the guidance in ASC 820 - Fair Value Measurements for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

•Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

•Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

•Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):


	Level	March 31, 2025		December 31, 2024
Liabilities:
Warrant liability – Public Warrants	1	$	375	$	375
Warrant liability – Private Placement Warrants	3	210		210
Total warrant liability		$	585	$	585

The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):


	Three Months Ended March 31, 2025
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	375	$	210	$	585

Change in valuation inputs or other assumptions	—		—		—
Fair value, end of period	$	375	$	210	$	585


	Three Months Ended March 31, 2024
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	375	$	210	$	585
Change in valuation inputs or other assumptions	500		350		850
Fair value, end of period	$	875	$	560	$	1,435

Public Warrants

The Company determined the fair value of the Public Warrants, based on the publicly listed trading price of such warrants as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. The fair value of the Public Warrants was $0.4 million as of March 31, 2025 and December 31, 2024.

Private Placement Warrants

The estimated fair value of the Private Placement Warrants is determined with Level 3 inputs using the Black-Scholes model. The significant inputs and assumptions in this method are the stock price, exercise price, volatility, risk-free rate, and term or maturity. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies which operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the Private Placement Warrants as of each valuation date. The term/maturity is the duration between each valuation date and the maturity date, which is five years following the date the Business Combination closed, or June 16, 2026.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	March 31, 2025			December 31, 2024
Exercise price	$	11.50		$	11.50
Stock price	$	1.13		$	1.38
Volatility	102.5		%	85.0		%
Term (years)	1.21			1.46
Risk-free interest rate	4.00		%	4.20		%

Significant changes in the volatility would result in a significant lower or higher fair value measurement, respectively. The fair value of the Private Placement Warrants was $0.2 million as of March 31, 2025 and December 31, 2024. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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+ Details

Prepaid Expenses and Other Current Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 538,000		$ 1,146,000
Prepaid marketing	292,000		343,000
Prepaid software	3,182,000		2,836,000
Other prepaid expenses and other current assets	4,056,000		3,161,000
Total	8,068,000		$ 7,486,000
Abandoned Cloud Computing Arrangement
Property, Plant and Equipment [Line Items]
Asset impairment charges	$ 0	$ 0

Stock-based Compensation - Stock Units Activity (Details) - $ / shares	1 Months Ended	3 Months Ended
	Nov. 30, 2024	Mar. 31, 2025
RSUs outstanding
Number of RSUs and PSUs
Beginning balance (in shares)		7,946,908
Granted (in shares)		3,600,000
Vested (in shares)		(712,165)
Forfeited (in shares)		(217,955)
Ending balance (in shares)		10,616,788
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share)		$ 1.46
Granted (in dollars per share)		1.42
Vested (in dollars per share)		2.77
Forfeited (in dollars per share)		2.74
Ending balance (in dollars per share)		$ 1.33
PRSUs outstanding
Number of RSUs and PSUs
Beginning balance (in shares)		4,342,391
Granted (in shares)	4,342,391	0
Vested (in shares)		0
Forfeited (in shares)		0
Ending balance (in shares)		4,342,391
Weighted-average Grant Date Fair Value
Beginning balance (in dollars per share)		$ 0.38
Granted (in dollars per share)		0
Vested (in dollars per share)		0
Forfeited (in dollars per share)		0
Ending balance (in dollars per share)		$ 0.38

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Class A Units	Class P Units	Class A	Class V	Total WM Technology, Inc. Stockholders’ Equity	Total WM Technology, Inc. Stockholders’ Equity Class A Units	Total WM Technology, Inc. Stockholders’ Equity Class P Units	Common Stock Class A	Common Stock Class A Class A Units	Common Stock Class A Class P Units	Common Stock Class V	Common Stock Class V Class A Units	Additional Paid-in Capital	Additional Paid-in Capital Class A Units	Additional Paid-in Capital Class P Units	(Accumulated Deficit)/ Retained Earnings	Non-controlling Interests	Non-controlling Interests Class A Units	Non-controlling Interests Class P Units
Beginning balance (in shares) at Dec. 31, 2023									94,383,053			55,486,361
Beginning balance at Dec. 31, 2023	$ 103,151					$ 16,380			$ 9			$ 5		$ 80,884			$ (64,518)	$ 86,771
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	3,175					3,115								3,115				60
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									628,941
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	(2)					(2)								(2)
Distributions	(1,455)																	(1,455)
Issuance of common stock - Unit exchange (in shares)											39,741
Issuance of common stock - Unit exchange			$ 0					$ 59								$ 59				$ (59)
Net income	1,959					1,240											1,240	719
Ending balance (in shares) at Mar. 31, 2024									95,051,735			55,486,361
Ending balance at Mar. 31, 2024	106,828					20,792			$ 9			$ 5		84,056			(63,278)	86,036
Beginning balance (in shares) at Dec. 31, 2024				99,033,110	54,319,542				99,033,110			54,319,542
Beginning balance at Dec. 31, 2024	120,067					36,077			$ 10			$ 5		92,941			(56,879)	83,990
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	2,457					2,457								2,457
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes (in shares)									711,646
Issuance of common stock - vesting of restricted stock units, net of shares withheld for taxes	(1)					(1)								(1)
Distributions	(1,301)																	(1,301)
Issuance of common stock - Unit exchange (in shares)										5,000,000	309,010		(5,000,000)
Issuance of common stock - Unit exchange		$ 0	$ 0				$ 7,825	$ 460							$ 7,825	$ 460			$ (7,825)	$ (460)
Net income	2,494					1,647											1,647	847
Ending balance (in shares) at Mar. 31, 2025				105,053,766	49,319,542				105,053,766			49,319,542
Ending balance at Mar. 31, 2025	$ 123,716					$ 48,465			$ 10			$ 5		$ 103,682			$ (55,232)	$ 75,251

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 16, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total warrant liability	$ 585	$ 585	$ 1,435	$ 585
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Remaining maturity					5 years
Public Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total warrant liability	375	375	$ 875	$ 375
Private Placement Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total warrant liability	$ 200	$ 200

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2025

Accounting Policies [Abstract]

Schedule of Restatement of Previously Issued Financial Statements

The following table summarizes the changes in the allowance for credit losses:


	Three Months Ended March 31,
	2025		2024
Allowance, beginning of period	$	1,243	$	8,748
Provision (recovery) for credit losses	314		(658)
Write-off, net of recoveries	(454)		(1,494)
Allowance, end of period	$	1,103	$	6,596

Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Numerator:
Net income	$ 2,494	$ 1,959
Less: net income attributable to noncontrolling interests after the Business Combination	847	719
Net income attributable to WM Technology, Inc. Class A Common Stock - basic	1,647	1,240
Net income attributable to WM Technology, Inc. Class A Common Stock - diluted	$ 1,647	$ 1,240
Denominator:
Weighted average of shares of Class A common stock outstanding - basic (in shares)	104,041,260	94,704,164
Weighted average of shares of Class A common stock outstanding - diluted (in shares)	106,991,698	96,023,352
Net income (loss) per share of Class A Common Stock:
Net income per share of Class A common stock - basic (in dollars per share)	$ 0.02	$ 0.01
Net income per share of Class A common stock - diluted (in dollars per share)	$ 0.02	$ 0.01
RSUs outstanding
Denominator:
Restricted stock units (in shares)	2,950,438	1,319,188

Segment Reporting

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

The Company considers its product offerings as similar, in close proximity, and have aggregated them into one reportable segment, which constitutes consolidated results. Revenue from customers is derived principally from monthly subscription packages and other add-on products. The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The Company’s CODM reviews financial information on a consolidated basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. The accounting policies for the segment are the same as those described in Note 2, “Summary of Significant Accounting Policies.”

The measure of segment assets is reported on the balance sheet as total consolidated assets. The majority of the Company’s revenue and total assets are within the United States. The CODM evaluates company-wide performance based on multiple performance measures (both GAAP and Non-GAAP measures), including, but not limited net income.


	Three Months Ended March 31,
	2025		2024
Revenues	$	44,612	$	44,389
Less (add):
Cost of revenues	2,241		2,302
Sales and marketing	8,948		9,634
Product development	8,004		9,229
General and administrative	19,451		16,526
Depreciation and amortization	3,321		2,937

Other non-operating expense (income), net(1)	144		1,793
Provision for income taxes	9		9
Segment net income	$	2,494	$	1,959

1 Includes change in fair value of warrant liability, change in the TRA liability and other non-operating income and expense.

There are no reconciling items or adjustments between segment revenues, net income, total assets and consolidated revenues, net income, and total assets.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value Liabilities Measured on Recurring Basis


	Level	March 31, 2025		December 31, 2024
Liabilities:
Warrant liability – Public Warrants	1	$	375	$	375
Warrant liability – Private Placement Warrants	3	210		210
Total warrant liability		$	585	$	585

Schedule of Derivative Liabilities at Fair Value

The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):


	Three Months Ended March 31, 2025
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	375	$	210	$	585

Change in valuation inputs or other assumptions	—		—		—
Fair value, end of period	$	375	$	210	$	585


	Three Months Ended March 31, 2024
	Public Warrants		Private Placement Warrants		Warrant Liabilities
Fair value, beginning of period	$	375	$	210	$	585
Change in valuation inputs or other assumptions	500		350		850
Fair value, end of period	$	875	$	560	$	1,435

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:


	March 31, 2025			December 31, 2024
Exercise price	$	11.50		$	11.50
Stock price	$	1.13		$	1.38
Volatility	102.5		%	85.0		%
Term (years)	1.21			1.46
Risk-free interest rate	4.00		%	4.20		%

Revenue from Contracts with Customers (Tables)

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Net Revenues

The following table summarizes the Company’s disaggregated revenues information (in thousands):


	Three Months Ended March 31,
	2025		2024
Revenues:
Weedmaps for Business and other SaaS solutions	$	13,642	$	13,282
Featured and deal listings	27,206		28,166
Subtotal	40,848		41,448
Other ad solutions	3,764		2,941
Total revenues1	$	44,612	$	44,389

___________________________

1 Revenues include transaction price adjustments of $1.8 million and $1.3 million, respectively, for three months ended March 31, 2025 and 2024.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

Goodwill totaled $68.4 million as of March 31, 2025 and December 31, 2024, respectively. No goodwill impairment charges were recorded for the three months ended March 31, 2025 and 2024.

Intangible Assets

Intangible assets consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15.0	$	7,256	$	(5,612)	$	1,644
Software technology	5.0	249		(174)		75
Customer relationships	8.0	170		(75)		95

Total intangible assets	14.5	$	7,675	$	(5,861)	$	1,814


	December 31, 2024
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15.0	$	7,256	$	(5,492)	$	1,764
Software technology	5.0	249		(162)		87
Customer relationships	8.0	170		(69)		101

Total intangible assets	14.5	$	7,675	$	(5,723)	$	1,952

Amortization expense for intangible assets was $0.1 million and $0.1 million, respectively, for the three months ended March 31, 2025 and 2024. The estimated future amortization expense of intangible assets as of March 31, 2025 is as follows (in thousands):


Remaining period in 2025 (nine months)	$	417
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Year ended December 31, 2028	222
Year ended December 31, 2029	127
Thereafter	—
Total	$	1,814

Fair Value Measurements - Warrants (Details) - USD ($)	3 Months Ended
Fair Value Measurements - Warrants (Details) - USD ($)	Mar. 31, 2025	Mar. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability	$ 585,000	$ 1,435,000
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	585,000	585,000
Change in valuation inputs or other assumptions	0	850,000
Fair value, end of period	585,000	1,435,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability	375,000	875,000
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	375,000	375,000
Change in valuation inputs or other assumptions	0	500,000
Fair value, end of period	375,000	875,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability	210,000	560,000
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	210,000	210,000
Change in valuation inputs or other assumptions	0	350,000
Fair value, end of period	210,000	$ 560,000
Recurring Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability	585,000
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	585,000
Fair value, end of period	585,000
Recurring Basis \| Level 1 \| Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability	375,000
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	375,000
Fair value, end of period	375,000
Recurring Basis \| Level 3 \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liability	210,000
Changes In Fair Value Of Warrant Liabilities [Roll Forward]
Fair value, beginning of period	210,000
Fair value, end of period	$ 210,000

Stock-based Compensation - Class P Units Activity (Details) - Class P Units	3 Months Ended
	Mar. 31, 2025 shares
Number of Units
Outstanding beginning balance (in shares)	14,403,732
Cancellations (in shares)	0
Exchanged for Class A common stock (in shares)	(600,000)
Outstanding ending balance (in shares)	13,803,732
Vested (in shares)	13,803,732

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash flows from operating activities
Net income	$ 2,494,000	$ 1,959,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,321,000	2,937,000
Change in fair value of warrant liability	0	850,000
Change in tax receivable agreement liability	545,000	543,000
Amortization of right-of-use lease assets	643,000	1,188,000
Stock-based compensation	2,194,000	2,819,000
Provision (recovery) for credit losses	314,000	(658,000)
Changes in operating assets and liabilities:
Accounts receivable	(935,000)	3,923,000
Prepaid expenses and other current assets	(582,000)	(673,000)
Other assets	67,000	36,000
Accounts payable and accrued expenses	(1,133,000)	(3,661,000)
Deferred revenue	(404,000)	(132,000)
Operating lease liabilities	(860,000)	(1,729,000)
Net cash provided by operating activities	5,664,000	7,402,000
Cash flows from investing activities
Capitalized software and expenditures	(3,650,000)	(4,540,000)
Net cash used in investing activities	(3,650,000)	(4,540,000)
Cash flows from financing activities
Distributions	(704,000)	(1,589,000)
Proceeds from repayment of related party note	0	96,000
Taxes paid related to net share settlement of equity awards	(1,000)	(2,000)
Net cash used in financing activities	(705,000)	(1,495,000)
Net increase in cash	1,309,000	1,367,000
Cash – beginning of period	51,966,000	34,350,000
Cash – end of period	53,275,000	35,717,000
Supplemental disclosures of noncash investing and financing activities
Stock-based compensation capitalized for software development	263,000	356,000
Capitalized assets included in accounts payable and accrued expenses	$ 449,000	$ 455,000

Stock-based Compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

WM Holding Company, LLC Equity Incentive Plan

The Company has accounted for the issuance of Class A-3 and Class B Units issued under the WM Holding Company, LLC Equity Incentive Plan in accordance with ASC 718 - Stock Based Compensation. The Company considers the limitation on the exercisability of the Class A-3 and Class B Units to be a performance condition and records compensation cost when it becomes probable that the performance condition will be met.

In connection with the Business Combination, each of the Class A-3 Units outstanding prior to the Business Combination were cancelled, and the holder thereof received a number of Class A units representing limited liability company interests of WMH LLC (the “Class A Units”) and an equivalent number of shares of Class V Common Stock, par value $0.0001 per share (together with the Class A Units, the “Paired Interests”), and each of the Class B Units outstanding prior to the Business Combination were cancelled and holders thereof received a number of Class P units representing limited liability company interests of WMH LLC (the “Class P Units” and together with the Class A Units, the “Units”), each in accordance with the Merger Agreement.

Concurrently with the closing of the Business Combination, the Unit holders entered into an exchange agreement (the “Exchange Agreement”). The terms of the Exchange Agreement, among other things, provide the Unit holders (or certain permitted transferees thereof) with the right from time to time at and after 180 days following the Business Combination to exchange their vested Paired Interests for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or Class P Units for shares of Class A Common Stock with a value equal to the value of such Class P Units less their participation threshold, or in each case, at the Company’s election, the cash equivalent of such shares of Class A Common Stock.

A summary of the Class P Unit activity for the three months ended March 31, 2025 is as follows:


						Number of Units
Outstanding Class P Units, December 31, 2024						14,403,732
Cancellations						—
Exchanged for Class A Common Stock						(600,000)
Outstanding, Class P Units, March 31, 2025						13,803,732
Vested, March 31, 2024						13,803,732

As of March 31, 2025, all the outstanding Class P Units have been vested and as such, there is no remaining unrecognized stock-based compensation expense for non-vested Class P Units. For the three months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense for the Class P Units of $– million and $0.1 million, respectively.

WM Technology, Inc. Equity Incentive Plan

In connection with the Business Combination, the Company adopted the WM Technology, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of incentive stock options to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. As of March 31, 2025, 48,307,514 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. The number of shares of Class A Common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. As of March 31, 2025, 23,626,755 shares of Class A Common Stock are available for future issuance.

A summary of the restricted stock unit (“RSU”) activity for the three months ended March 31, 2025 is as follows:


	Number of RSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2024	7,946,908	$	1.46
Granted	3,600,000	$	1.42
Vested	(712,165)	$	2.77
Forfeited	(217,955)	$	2.74
Non-vested at March 31, 2025	10,616,788	$	1.33

As of March 31, 2025, unrecognized stock-based compensation expense for non-vested RSUs was $12.1 million, which is expected to be recognized over a weighted-average period of 2.2 years. For the three months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense for the RSUs of $2.0 million and $2.7 million, respectively.

The Company grants performance-based restricted stock units (“PRSUs”). For the awards with the Company’s performance and service-based vesting conditions, the level of achievement of such goals may cause the actual number of units that ultimately vest to range from 0% to 200% of the original units granted. The Company recognizes expense ratably over the vesting period for the PRSUs when it is probable that the performance criteria specified will be achieved. The fair value is equal to the market price of the Company’s common stock on the date of grant.

For the awards with market performance conditions, the vesting of the award is dependent upon the attainment of a target stock price. The Company recognizes stock-based compensation expense for awards with market conditions over the derived service period of the awards. The estimated fair value and derived service period for the awards with market conditions are calculated using a Monte Carlo simulation. Assumptions used in valuing awards with market conditions include the performance period, grant-date stock price, expected volatility, risk-free rate and cost of equity.

In November 2024, a PRSU market condition award of 4,342,391 units was granted to the Company’s Chief Executive Officer that will vest based upon achieving certain target prices for the Company’s common stock. Achievement of the target prices will be determined using the volume weighted average closing price of the Company’s Class A common stock over a 30 trading-day period. Any unvested PRSUs remaining after December 31, 2027 will be forfeited. If service is terminated prior to December 31, 2027, all unvested PRSUs will be forfeited.

The following table summarizes the key assumptions used in estimating the value of the PRSUs granted in 2024.


Grant Date						November 07, 2024
Performance period						November 07, 2024 - December 31, 2027
PRSUs Granted						4,342,391
Grant Date Stock Price						$0.77
Risk-Free Rate at Valuation Date						4.05%
Cost of Equity						18.00%
Estimated Volatility at Valuation Date						85.61%

A summary of the PRSU activity for the three months ended March 31, 2025 is as follows:


	Number of PRSUs	Weighted-average Grant Date Fair Value
Non-vested at December 31, 2024	4,342,391	$	0.38
Granted	—	$	—
Vested	—	$	—
Forfeited	—	$	—
Non-vested at March 31, 2025	4,342,391	$	0.38

As March 31, 2025, the unrecognized stock-based compensation expense for non-vested PRSUs was $1.3 million, which is expected to be recognized over a weighted-average period of 1.4 years. For the three months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense for the PRSUs of $0.2 million and $0.0 million, respectively.


	Three Months Ended March 31,
	2025		2024
Sales and marketing	$	281	$	380
Product development	662		855
General and administrative	1,251		1,584
Total stock-based compensation expense	2,194		2,819
Amount capitalized to software development	263		356
Total stock-based compensation cost	$	2,457	$	3,175

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets
Cash	$ 53,275	$ 51,966
Accounts receivable, net	10,681	10,060
Prepaid expenses and other current assets	8,068	7,486
Total current assets	72,024	69,512
Property and equipment, net	24,373	24,075
Goodwill	68,368	68,368
Intangible assets, net	1,814	1,952
Right-of-use assets	14,053	14,695
Other assets	3,197	3,264
Total assets	183,829	181,866
Current liabilities
Accounts payable and accrued expenses	19,134	20,102
Deferred revenue	5,029	5,433
Operating lease liabilities, current	3,601	3,492
Tax receivable agreement liability, current	4,390	1,406
Total current liabilities	32,154	30,433
Operating lease liabilities, non-current	25,632	26,601
Tax receivable agreement liability, non-current	568	3,006
Total warrant liability	585	585
Other long-term liabilities	1,174	1,174
Total liabilities	60,113	61,799
Commitments and contingencies (Note 5)
Stockholders’ equity
Preferred Stock - $0.0001 par value; 75,000,000 shares authorized; no shares issued and outstanding at March 31, 2025 and December 31, 2024	0	0
Additional paid-in capital	103,682	92,941
Accumulated deficit	(55,232)	(56,879)
Total WM Technology, Inc. stockholders’ equity	48,465	36,077
Noncontrolling interests	75,251	83,990
Total stockholders’ equity	123,716	120,067
Total liabilities and stockholders’ equity	183,829	181,866
Class A Common Stock
Stockholders’ equity
Common Stock	10	10
Class V Common Stock
Stockholders’ equity
Common Stock	$ 5	$ 5

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended March 31,
	2025		2024
Numerator:
Net income	$	2,494	$	1,959

Less: net income attributable to noncontrolling interests after the Business Combination	847		719
Net income attributable to WM Technology, Inc. Class A Common Stock - basic and diluted	$	1,647	$	1,240



Denominator:
Weighted average of shares of Class A Common Stock outstanding - basic	104,041,260		94,704,164
Weighted average effect of dilutive securities:



Restricted stock units1	2,950,438		1,319,188
Weighted average of shares of Class A Common Stock outstanding - diluted	106,991,698		96,023,352

Net income per share of Class A Common Stock:
Net income per share of Class A Common Stock - basic	$	0.02	$	0.01
Net income per share of Class A Common Stock - diluted	$	0.02	$	0.01

¹ Calculated using the treasury stock method.

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following securities from its computation of diluted shares outstanding for three months ended March 31, 2025 and 2024, as their effect would have been anti-dilutive:


	Three Months Ended March 31,
	2025	2024
Class V Shares	49,319,542	55,486,361
Class P Units	13,803,732	14,679,507
RSUs outstanding	4,020,267	6,495,170
PRSUs outstanding	4,342,391	—
Public Warrants	12,499,973	12,499,973
Private Placement Warrants	7,000,000	7,000,000

Warrant Liability (Details) - USD ($)		3 Months Ended
Warrant Liability (Details) - USD ($)	Jul. 16, 2021	Mar. 31, 2025	Mar. 31, 2024	Jun. 16, 2021
Derivative [Line Items]
Unit price (in dollars per share)		$ 11.50
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Trading period	30 days
Change in valuation inputs or other assumptions		$ 0	$ 850,000
Common Stock
Derivative [Line Items]
Stock price trigger (in dollars per share)	$ 18.00
Class A Common Stock
Derivative [Line Items]
Number of ordinary shares called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)	11.50			$ 11.50
Public Warrants
Derivative [Line Items]
Warrants outstanding (in shares)		12,499,973
Units issued (in shares)		12,500,000
Warrant redemption price (in dollars per share)	$ 0.01
Change in valuation inputs or other assumptions		$ 0	500,000
Private Placement Warrants
Derivative [Line Items]
Warrants outstanding (in shares)		7,000,000
Number of ordinary shares called by each warrant (in shares)	1
Notice period to redeem warrants	30 days
Warrants issued (in shares)	7,000,000
Change in valuation inputs or other assumptions		$ 0	$ 350,000

Business and Organization	3 Months Ended
Business and Organization	Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and Organization	Business and Organization Founded in 2008, and headquartered in Irvine, California, WM Technology, Inc. (the “Company”) operates a leading online cannabis marketplace for consumers together with a comprehensive set of eCommerce and compliance software solutions for cannabis businesses, which are sold to both storefront locations and delivery operators (“retailers”) and brands in the U.S. states and U.S. territories legalized cannabis markets. The Company’s comprehensive business-to-consumer and business-to-business suite of products afford cannabis retailers and brands of all sizes integrated tools to compliantly run their businesses and to reach, convert, and retain consumers. The Company’s business primarily consists of its commerce-driven marketplace (“Weedmaps”), and its fully integrated suite of end-to-end Software-as-a-Service (“SaaS”) solutions software offering (“Weedmaps for Business”). The Weedmaps marketplace provides cannabis consumers with information regarding cannabis retailers and brands. In addition, the Weedmaps marketplace aggregates data from a variety of sources, including retailer point-of-sale solutions (“POS”), to provide consumers with the ability to browse by strain, price, cannabinoids and other information regarding locally available cannabis products, through the Company’s website and mobile apps. The marketplace provides consumers with product discovery, access to deals and discounts, and reservation of products for pickup by consumers or delivery to consumers by participating retailers (retailers complete orders and process payments outside of the Weedmaps marketplace as Weedmaps serves only as a portal, passing a consumer’s inquiry to the dispensary). The marketplace also provides education and learning information to help newer consumers learn about the types of products to purchase. The Company believes the size, loyalty and engagement of its user base and the frequency of consumption of cannabis by its base makes the Weedmaps marketplace highly valuable to its clients. Weedmaps for Business, the Company’s SaaS offering, is a comprehensive set of eCommerce and compliance software solutions catered towards cannabis retailers, delivery services and brands that streamline front and back-end operations and help manage compliance needs. With Weedmaps for Business, the Company offers an end-to-end platform for licensed cannabis retailers to comply with state law. The Company sells a monthly subscription offering to storefront, delivery and brand clients as well as upsell and add-on offerings to licensed clients. The Company also offers other add-on products for additional fees. WM Technology, Inc. was initially incorporated in the Cayman Islands on June 7, 2019 under the name “Silver Spike Acquisition Corp” (“Silver Spike”). Silver Spike was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On June 16, 2021 (the “Closing Date”), Silver Spike consummated the business combination (the “Business Combination”), pursuant to that certain Agreement and Plan of Merger, dated December 10, 2020 (the “Merger Agreement”), by and among Silver Spike, Silver Spike Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Silver Spike Acquisition Corp., WM Holding Company, LLC, a Delaware limited liability company (when referred to in its pre-Business Combination capacity, “Legacy WMH” and following the Business Combination, “WMH LLC”), and Ghost Media Group, LLC, a Nevada limited liability company, solely in its capacity as the initial holder representative. On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), Silver Spike was domesticated and continues as a Delaware corporation, changing its name to WM Technology, Inc. Legacy WMH was reorganized into an Up-C structure, in which substantially all of the assets and business of Legacy WMH are held by WMH LLC and continue to operate through WMH LLC and its subsidiaries, and WM Technology, Inc.’s material assets are the equity interests of WMH LLC indirectly held by it. Legacy WMH was determined to be the accounting acquirer in the Business Combination, which was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Stock-based Compensation - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended
	Jun. 16, 2021	Nov. 30, 2024	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of exchange agreement	180 days
Shares converted basis (in shares)	1
Share-based compensation expense			$ 2,194,000	$ 2,819,000
Class P Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized			0
Share-based compensation expense			0	100,000
RSUs outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized			12,100,000
Share-based compensation expense			$ 2,000,000	2,700,000
Nonvested award, period for recognition			2 years 2 months 12 days
Granted (in shares)			3,600,000
PRSUs outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested award, cost not yet recognized			$ 1,300,000
Share-based compensation expense			$ 200,000	$ 0.0
Nonvested award, period for recognition			1 year 4 months 24 days
Granted (in shares)		4,342,391	0
PRSUs outstanding \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award			0.00%
PRSUs outstanding \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target award			200.00%
Class V Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001		$ 0.0001		$ 0.0001
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001		$ 0.0001
Class A Common Stock \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)			48,307,514
Period of automatic increase of shares			10 years
Percent of increase in shares from capital stock outstanding			5.00%
Number of shares available for future issuance (in shares)			23,626,755

Segment Reporting (Details) $ in Thousands	3 Months Ended
Segment Reporting (Details) $ in Thousands	Mar. 31, 2025 USD ($) segment	Mar. 31, 2024 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| segment	1
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues	$ 44,612	$ 44,389
Cost of revenues	2,241	2,302
Product development	8,004	9,229
General and administrative	19,451	16,526
Depreciation and amortization	3,321	2,937
Provision for income taxes	9	9
Segment net income	2,494	1,959
Reportable Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenues	44,612	44,389
Cost of revenues	2,241	2,302
Sales and marketing	8,948	9,634
Product development	8,004	9,229
General and administrative	19,451	16,526
Depreciation and amortization	3,321	2,937
Other non-operating expense (income), net	144	1,793
Provision for income taxes	9	9
Segment net income	$ 2,494	$ 1,959

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15.0	$	7,256	$	(5,612)	$	1,644
Software technology	5.0	249		(174)		75
Customer relationships	8.0	170		(75)		95

Total intangible assets	14.5	$	7,675	$	(5,861)	$	1,814


	December 31, 2024
	Weighted Average Amortization Period (Years)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
Trade and domain names	15.0	$	7,256	$	(5,492)	$	1,764
Software technology	5.0	249		(162)		87
Customer relationships	8.0	170		(69)		101

Total intangible assets	14.5	$	7,675	$	(5,723)	$	1,952

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future amortization expense of intangible assets as of March 31, 2025 is as follows (in thousands):


Remaining period in 2025 (nine months)	$	417
Year ended December 31, 2026	543
Year ended December 31, 2027	505
Year ended December 31, 2028	222
Year ended December 31, 2029	127
Thereafter	—
Total	$	1,814

Equity	3 Months Ended
Equity	Mar. 31, 2025
Equity [Abstract]
Equity	Equity Class A Common Stock Voting Rights Each holder of the shares of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of the shares of Class A Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. Notwithstanding the foregoing, the holders of the outstanding shares of Class A Common Stock are entitled to vote separately upon any amendment to the Company’s certificate of incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of common stock in a manner that is disproportionately adverse as compared to the Class V Common Stock. Dividend Rights Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds legally available therefor. Rights upon Liquidation, Dissolution and Winding-Up In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of the shares of Class A Common Stock are entitled to share ratably in all assets remaining after payment of the Company’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of Class A Common Stock, then outstanding, if any. Preemptive or Other Rights The holders of shares of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of Class A Common Stock. The rights, preferences and privileges of holders of shares of Class A Common Stock will be subject to those of the holders of any shares of the preferred stock that the Company may issue in the future. Class V Common Stock Voting Rights Each holder of the shares of Class V Common Stock is entitled to one vote for each share of Class V Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of shares of Class V Common Stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class. Notwithstanding the foregoing, the holders of the outstanding shares of Class V Common Stock are entitled to vote separately upon any amendment to the Company’s certificate of incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such class of common stock in a manner that is disproportionately adverse as compared to the Class A Common Stock. Dividend Rights The holders of the Class V Common Stock will not participate in any dividends declared by the Company’s board of directors. Rights upon Liquidation, Dissolution and Winding-Up In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of Class V Common Stock are not entitled to receive any of the Company’s assets. Preemptive or Other Rights The holders of shares of Class V Common Stock do not have preemptive, subscription, redemption or conversion rights. There will be no redemption or sinking fund provisions applicable to the Class V Common Stock. Issuance and Retirement of Class V Common Stock In the event that any outstanding share of Class V Common Stock ceases to be held directly or indirectly by a holder of Class A Units, such share will automatically be transferred to us for no consideration and thereupon will be retired. The Company will not issue additional shares of Class V Common Stock other than in connection with the valid issuance or transfer of Units in accordance with the governing documents of WMH LLC. Preferred Stock Pursuant to the amended and restated certificate of incorporation in effect as of June 15, 2021, the Company was authorized to issue 75,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025, there were no shares of preferred stock issued or outstanding. Noncontrolling Interests The noncontrolling interest represents the Units held by holders other than the Company. As of March 31, 2025 and December 31, 2024, the noncontrolling interests owned 32.9% and 36.7% of the Units outstanding, respectively. The noncontrolling interests’ ownership percentage can fluctuate over time, including as the WMH LLC equity holders elect to exchange Units for Class A Common Stock. During the three months ended March 31, 2025, 5 million shares of Class V Common Stock were exchanged on a one-to-one basis to shares of Class A Common stock. The Company has consolidated the financial position and results of operations of WMH LLC and reflected the proportionate interest held by the WMH LLC Unit equity holders as noncontrolling interests. See condensed consolidated statement equity for further information.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Warrant Liability	3 Months Ended
Warrant Liability	Mar. 31, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Liability	Warrant Liability At March 31, 2025, there were 12,499,973 Public Warrants outstanding and 7,000,000 Private Placement Warrants outstanding. As part of Silver Spike’s initial public offering, 12,500,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire at 5:00 p.m. New York City time on June 16, 2026, or earlier upon redemption or liquidation. The Public Warrants are listed on the NYSE under the symbol “MAPSW.” The Company may redeem the Public Warrants starting July 16, 2021, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each holder of Public Warrants, and if, and only if, the reported last sales price of the Company’s Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalization and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the holders of Public Warrants. Simultaneously with Silver Spike’s initial public offering, Silver Spike consummated a private placement of 7,000,000 Private Placement Warrants with Silver Spike’s sponsor (“Silver Spike Sponsor”). Each Private Placement Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants (including the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain exceptions, and they are nonredeemable as long as they are held by Silver Spike Sponsor or its permitted transferees. Silver Spike Sponsor, as well as its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and will have certain registration rights related to such Private Placement Warrants. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. If the Private Placement Warrants are held by holders other than Silver Spike Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Company concluded the Public Warrants and Private Placement Warrants, or the Warrants, meet the definition of a derivative under ASC 815- Derivatives and Hedging (as described in Note 2) and are recorded as liabilities. Upon the Closing, the fair value of the Warrants was recorded on the balance sheet. The fair value of the Warrants are remeasured as of each balance sheet date, which resulted in no gain or loss from remeasurement for the three months ended March 31, 2025 and non-cash loss of $0.9 million on the condensed consolidated statements of operations for three months ended March 31, 2024, respectively. For additional information, see Note 6, “Fair Value Measurements.”

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Revenues	$ 44,612,000	$ 44,389,000
Costs and expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below)	2,241,000	2,302,000
Sales and marketing	8,948,000	9,634,000
Product development	8,004,000	9,229,000
General and administrative	19,451,000	16,526,000
Depreciation and amortization	3,321,000	2,937,000
Total costs and expenses	41,965,000	40,628,000
Operating income	2,647,000	3,761,000
Other income (expenses), net
Change in fair value of warrant liability	0	(850,000)
Change in tax receivable agreement liability	(545,000)	(543,000)
Other income (expense)	401,000	(400,000)
Income before income taxes	2,503,000	1,968,000
Provision for income taxes	9,000	9,000
Net income	2,494,000	1,959,000
Net income attributable to noncontrolling interests	847,000	719,000
Net income attributable to WM Technology, Inc.	$ 1,647,000	$ 1,240,000
Class A Common Stock:
Basic income per share - Class A (in dollars per share)	$ 0.02	$ 0.01
Diluted income per share - Class A (in dollars per share)	$ 0.02	$ 0.01
Class A Common Stock:
Weighted average basic shares outstanding - Class A (in shares)	104,041,260	94,704,164
Weighted average diluted shares outstanding - Class A (in shares)	106,991,698	96,023,352
Class A Common Stock
Class A Common Stock:
Basic income per share - Class A (in dollars per share)	$ 0.02	$ 0.01
Diluted income per share - Class A (in dollars per share)	$ 0.02	$ 0.01
Class A Common Stock:
Weighted average basic shares outstanding - Class A (in shares)	104,041,260	94,704,164
Weighted average diluted shares outstanding - Class A (in shares)	106,991,698	96,023,352

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Accounts payable and other accrued liabilities	$ 10,772	$ 7,466
Accrued commissions and bonuses	2,627	5,986
Accrued salaries	1,370	2,865
Accrued vacation	2,957	2,766
Other accrued employee expenses	1,408	1,019
Accounts payable and accrued expenses	$ 19,134	$ 20,102

Earnings Per Share - Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Class V Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	49,319,542	55,486,361
Class P Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	13,803,732	14,679,507
RSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,020,267	6,495,170
PRSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,342,391	0
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	12,499,973	12,499,973
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	7,000,000	7,000,000

Related Party Transactions (Details) - USD ($)		3 Months Ended		34 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 16, 2023	Mar. 31, 2025	Mar. 31, 2024	Mar. 25, 2025	Dec. 31, 2024
Related Party Transaction [Line Items]
Accounts receivable, net		$ 10,681,000			$ 10,060,000
Related Party
Related Party Transaction [Line Items]
Interest rate	5.00%
Interest rate if defaulted	10.00%
Accounts receivable, net		400,000			400,000
Investment income, interest		100,000	$ 100,000
Silver Spike Sponsor
Related Party Transaction [Line Items]
Debt instrument, term	12 months
Silver Spike Sponsor \| Silver Spike
Related Party Transaction [Line Items]
Transaction expenses	$ 1,100,000
Sublease Agreement
Related Party Transaction [Line Items]
Income on the sublease				$ 69,000
Sublease income, net		0	$ 200,000
Sublease Agreement \| Related Party \| Prepaid Expenses and Other Current Assets
Related Party Transaction [Line Items]
Rents receivable		$ 0			$ 0

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025. The condensed consolidated financial statements of the Company include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Company’s financial position as of March 31, 2025, and results of its operations and its cash flows for the interim periods presented. Certain prior period amounts have been reclassified to conform to the current period presentation. The results of

operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire year. There have been no significant changes in the Company’s accounting policies from those described in the Company’s audited consolidated financial statements and the related notes to those statements.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of WM Technology, Inc. and WMH LLC, including their wholly and majority owned subsidiaries. In conformity with GAAP, all significant intercompany accounts and transactions have been eliminated.

Foreign Currency

Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the periods. The impact of exchange rate fluctuations from translation of assets and liabilities is insignificant for the three months ended March 31, 2025 and 2024.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made by management include, among others, the allowance for credit losses, the useful lives of long-lived assets, income taxes, website and internal-use software development costs, leases, valuation of goodwill and other intangible assets, valuation of warrant liability, deferred tax assets and the related valuation allowance, tax receivable agreement (“TRA”) liability, revenue recognition, performance and stock-based compensation and the recognition and disclosure of contingent liabilities.

Risks and Uncertainties

The Company operates in a relatively new industry where laws and regulations vary significantly by jurisdiction. Currently, forty states, the District of Columbia, Puerto Rico, the Virgin Islands, and Guam have legalized some form of cannabis use for certain medical purposes. Twenty-four of those states, the District of Columbia, Guam, and Northern Mariana have legalized cannabis for adults for non-medical purposes as well (sometimes referred to as adult or recreational use). Eight additional states have legalized forms of low-potency cannabis, for select medical conditions. Only two states continue to prohibit cannabis entirely. Additionally, while a number of U.S. legislators have introduced various bills to legalize cannabis at the federal level, none of these bills has become law. Currently, under federal law, 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 still a Schedule I controlled substance under the Controlled Substances Act (“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 can be a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce the CSA or other laws related to the federal prohibition on cannabis, the Company’s business could be adversely affected.

In addition, the Company’s ability to grow and meet its operating objectives depends largely on the continued legalization and regulation of cannabis on a widespread basis. There can be no assurance that such legalization will occur on a timely basis, or at all.

The geographic concentration of the Company’s clients makes the Company vulnerable to a downturn in the local markets. Historically, the Company’s business operations have been located primarily in the State of California. See Note 3, “Revenue from Contracts with Customers,” to these condensed consolidated financial statements for additional information.

Fair Value Measurements

The Company follows the guidance in Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. See Note 6, “Fair Value Measurements” to these condensed consolidated financial statements for additional information.

Accounts Receivable, Net

A receivable is recorded when an unconditional right to invoice and receive payment exists. Accounts receivable represents amounts related to receivables from customers. Receivables are shown net of allowance for credit losses which is maintained at a level that management believes to be sufficient to absorb estimated losses in the accounts receivable portfolio. The Company measures credit losses on its trade accounts receivable using the current expected credit loss model under ASC 326, “Financial Instruments – Credit Losses.”

The Company calculates the expected credit losses on a pool basis for trade receivables that have similar risk characteristics. For trade receivables that do not share similar risk characteristics, the allowance for credit losses is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include balance of customer account and aging status.

Account balances are written off against the allowance when it is determined that it is probable that the receivable will not be recovered. The Company had allowance for credit losses of $1.1 million and $1.2 million as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, no customer accounted for more than 10% of the total gross accounts receivable outstanding.

The following table summarizes the changes in the allowance for credit losses:


	Three Months Ended March 31,
	2025		2024
Allowance, beginning of period	$	1,243	$	8,748
Provision (recovery) for credit losses	314		(658)
Write-off, net of recoveries	(454)		(1,494)
Allowance, end of period	$	1,103	$	6,596

Investments in Equity Securities

Investments in equity securities that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, “Investments – Equity Securities,” are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of March 31, 2025 and December 31, 2024, the carrying value of the Company’s investments in equity securities without a readily determinable fair value were $0.0 million.

The Company performs a qualitative assessment at each reporting date to evaluate whether the investments in equity securities are impaired. When a qualitative assessment indicates that an investment is impaired, the investment is written down to its fair value and the impairment charge is included in asset impairment charges in the accompanying condensed consolidated statements of operations. No impairment to investments in equity securities were recorded for the three months ended March 31, 2025 and 2024.

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation, amortization and asset impairment charges, and consist of internally developed software, computer equipment, motor vehicle, furniture and fixtures and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and generally over three years for computer equipment, seven years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the Company’s condensed consolidated statements of operations.

The Company assesses impairment of property and equipment when an event and change in circumstance indicates that the carrying value of such assets may not be recoverable. If an event and a change in circumstance indicates that the carrying amount of an asset (or asset group) may not be recoverable and the expected undiscounted cash flows attributable to the asset are less than its carrying value, an impairment loss equals to the excess of the asset’s carrying value over its fair value is recognized. No impairments to property and equipment were recorded during the three months ended March 31, 2025 and 2024.

Capitalized Software

Capitalized website and internal-use software development costs are included in property and equipment in the accompanying consolidated balance sheets. The Company capitalizes certain costs related to the development and enhancement of the Weedmaps platform and SaaS solutions when (i) the preliminary development project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Maintenance and training costs are expensed as incurred. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally three years. Product development costs include salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as maintaining and improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred.

For the three months ended March 31, 2025 and 2024, the Company amortized $3.0 million and $2.5 million, respectively, of internal-use software development costs included in depreciation and amortization expense in the accompanying condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, the Company has $23.5 million and $23.1 million in capitalized software costs, net, respectively which are recorded within property and equipment, net on the Company’s condensed consolidated balance sheets.

Goodwill and Intangible Assets

Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually as of December 31 or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit.

In testing for goodwill impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, the fair value of the reporting unit is estimated using a discounted cash flow valuation which incorporates assumptions regarding long-term growth rates, revenue and earnings projections, estimation of cash flows, discount rates and other factors. Changes in these inputs could materially affect the results of the impairment review. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. No goodwill impairment charges were recorded for the three months ended March 31, 2025 and 2024.

Intangible assets are recorded at cost less accumulated amortization. Intangible assets are reviewed for impairment whenever events or changes in circumstances may affect the recoverability of the net assets. Such reviews may include an analysis of current results and take into consideration the undiscounted value of projected operating cash flows. See Note 7, “Intangible Assets,” to these condensed consolidated financial statements for additional information. No intangible asset impairment charges have been recorded for the three months ended March 31, 2025 and 2024.

Leases

The Company’s operating leases consist of office space located primarily in the United States. The Company does not have any leases classified as financing leases. The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheets as both a right-of-use asset (“ROU”) and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For finance leases, interest on the lease

liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as provided under ASC 842, “Leases,” as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.

The Company assesses impairment of ROU assets when an event and change in circumstance indicates that the carrying value of such ROU assets may not be recoverable. If an event and a change in circumstance indicates that the carrying value of an ROU asset may not be recoverable and the estimated fair value attributable to the ROU asset is less than its carrying value, an impairment loss equals to the excess of the ROU asset’s carrying value over its fair value is recognized.

The fair values of ROU assets were estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on the sublease market rent. First, the Company tests the asset group for recoverability by comparing the undiscounted cash flows of the asset group, which include expected future lease payments related to the lease agreement offset by expected sublease income, to the carrying amount of the asset group. If the first step of the long-lived asset impairment test concludes that the carrying amount of the asset group is not recoverable, the Company performs the second step of the long-lived asset impairment test by comparing the fair value of the asset group to its carrying amount and recognizing a lease impairment charge for the amount by which the carrying amount exceeds the fair value. To estimate the fair value of the asset group, the Company relies on a discounted cash flow approach using market participant assumptions of the expected cash flows. Net rent expense for the three months ended March 31, 2025 and 2024 was $1.9 million and $2.2 million, respectively and is included in general and administrative expense in the accompanying condensed consolidated statements of operations.

Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. For the three months ended March 31, 2025 and 2024, the Company recorded rent income related to a sublease of $0.2 million and $0.5 million, respectively.

Warrant Liability

The Company assumed 12,499,993 Public Warrants originally issued in the initial public offering of Silver Spike (the “Public Warrants”) and 7,000,000 Private Placement Warrants that were originally issued in a private placement by Silver Spike (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) upon the Closing, all of which were issued in connection with Silver Spike’s initial public offering and entitle the holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. As of March 31, 2025, 12,499,973 Public Warrants and 7,000,000 Private Placement Warrants remained outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants.

The Company evaluated the Warrants under ASC 815-40 - Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A equity holders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the condensed consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in change in fair value of warrant liabilities within the condensed consolidated statements of operations at each reporting date. See Note 10, “Warrant Liability,” to these condensed consolidated financial statements for additional information.

Tax Receivable Agreement

In connection with the Business Combination, the Company entered into the TRA with continuing members that provides for a payment to the continuing Class A Unit holders of 85% of the amount of tax benefits, if any, that the Company realizes, or is

deemed to realize, as a result of redemptions or exchanges of Units (as defined below). In connection with such potential future tax benefits resulting from the Business Combination, and such subsequent redemptions and exchanges, the Company has established a deferred tax asset for the additional tax basis and a corresponding TRA liability of 85% of the expected benefit. The remaining 15% is recorded to additional paid-in capital.

The TRA liability is subject to remeasurement each reporting period, due to various factors, including changes in federal and state income tax rates and assessment of the probability of payment. As these remeasurement changes are subsequent to the initial measurement, the impact of the remeasurement is recorded in other income (loss) on the condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, the TRA liability was $5.0 million and $4.4 million, respectively. For the three months ended March 31, 2025 and 2024, the Company recognized a loss of $0.5 million and $0.5 million, respectively, related to the remeasurement of the TRA liability. See Income Taxes below for information related to the Company’s allowance against its net deferred tax assets.

Revenue Recognition

The Company recognizes revenue when the fundamental criteria for revenue recognition are met. In accordance with ASC Topic 606, “Revenue from Contracts with Customers,” the Company recognizes revenue by applying the following five steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. The Company’s contract with customers do not contain general rights of return. However, adjustments to the standard pricing may occur for selected customers on a case-by-case basis. Revenue reflects the transaction price, including any adjustments, that the Company expects to receive for such goods and services. Transaction price adjustments are primarily related to the Company’s Together for Equity Access and Legislation program, through which the Company provides free software, advertising, educational materials and training programs to applicants or licenses under social equity licensing programs. The Company provides these transaction price adjustments to license holders who were awarded special status by the state based on owner qualifications. Special status is typically given in new markets to add more diversity and inclusion in the cannabis space. A license’s social equity status is validated by the Company on the applicable state’s website. For the three months ended March 31, 2025 and 2024, total transaction price adjustments issued was $1.8 million and $1.3 million, respectively. For clients that pay in advance for listing and other services, the Company records deferred revenue and recognizes revenue over the applicable subscription term.

The Company’s revenues are derived primarily from monthly subscriptions to Weedmaps for Business, featured and deal listings and other WM Ad solutions. The Company’s Weedmaps for Business subscriptions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. Featured and deal listings and other WM Ad solutions are offered as add-on products to the Weedmaps for Business subscriptions. Featured and deal listings provide customers with premium placement ad solutions and discount and promotion pricing tools. Other WM Ad solutions include banner ads and promotion tiles on the Company’s marketplace ad as well as other advertising products on and off the Weedmaps marketplace. The Company has 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 services are provided. The Company rarely needs to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, the Company recognizes revenue in proportion to the standalone selling prices of the underlying services at contract inception.

Revenue for service contracts that the Company assesses are not probable of collection is not recognized until the contract is completed and payment is received. Collectability is reassessed when there is a significant change in facts or circumstances. The assessment of collectability considers whether the Company may limit its exposure to credit risk through its right to stop

transferring additional service in the event the customer is delinquent. See Note 3, “Revenue from Contracts with Customers,” to these condensed consolidated financial statements for additional information.

Cost of Revenues (Exclusive of Depreciation and Amortization)

The Company’s cost of revenue primarily consists of web hosting, internet service costs, credit card processing costs and other third party services.

Advertising

The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $1.9 million and $2.5 million for the three months ended March 31, 2025 and 2024, respectively, and is included in sales and marketing expense in the accompanying condensed consolidated statements of operations.

Stock-Based Compensation

The Company measures fair value of employee stock-based compensation awards on the date of grant and allocates the related expense over the requisite service period. The fair value of restricted stock units and performance-based restricted stock units without market conditions is equal to the market price of the Company’s Class A common stock on the date of grant. The fair value of performance-based restricted stock units with market conditions is measured using a Monte Carlo simulation. The fair value of the Class P Units is measured using the Black-Scholes-Merton valuation model. The expected volatility is based on the historical volatility and implied volatilities for comparable companies, the expected life of the award is based on the simplified method. When awards include a performance condition of the Company that impacts the vesting of the award, the Company records compensation cost when it becomes probable that the performance condition will be met. The level of achievement of such goals in the performance-based restricted stock awards may cause the actual number of units that ultimately vest to range from 0% to 200% of the original units granted. When awards include a performance condition of the markets, the vesting of the award is dependent upon the attainment of a target stock price. Forfeitures of such stock-based awards are recognized as they occur and the Company records compensation cost over the derived service period. See Note 12, “Stock-based Compensation,” to these condensed consolidated financial statements for additional information.

Employee Benefit Plan

The Company’s 401(k) saving plan is a tax-qualified deferred compensation arrangement under Section 401(k) of the Internal Revenue Code. Under the Company’s 401(k) plan, participating U.S. employees may contribute a portion of their eligible earnings, subject to applicable U.S. Internal Revenue Service and plan limits. The Company matches up to 3.5% of the employee’s eligible compensation, vested upon two years of service. For the three months ended March 31, 2025 and 2024, the Company expensed $0.7 million and $0.5 million, respectively, related to employer contributions for the Company’s 401(k) saving plan.

Other Income (Expense), net

Other income (expense), net consists primarily of change in fair value of warrant liability, TRA liability remeasurement, interest income and other tax related expenses.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes. Under the guidance, deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted.

The Company assesses whether it is “more-likely-than-not” that it will realize its deferred tax assets. The Company establishes a valuation allowance when available evidence indicates that it is more-likely-than-not that the deferred tax asset will not be realized. In assessing the need for a valuation allowance, the Company considers the amounts and timing of expected future deductions or carry forwards and sources of taxable income that may enable utilization. This includes an analysis of the Company’s current financial position, results of operations for the current and prior years and all currently available information about future years. This assessment and estimates require significant management judgment. The Company maintains an existing valuation allowance until enough positive evidence exists to support its reversal. Change in the amount or

timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances.

For the year ending December 31, 2024 and for three months ended March 31, 2025, the Company conducted similar analyses, and determined that a full valuation allowance was still required. As of March 31, 2025 and December 31, 2024, the TRA liability was $5.0 million and $4.4 million, respectively.

The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), revaluations of the warrant liability, changes in flow-through income not subject to tax, valuation allowances and tax law developments.

As a result of the Business Combination, WM Technology, Inc. became the sole managing member of WMH LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, WMH LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by WMH LLC is passed through to and included in the taxable income or loss of its members, including WM Technology, Inc. on a pro rata basis. WM Technology, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of WMH LLC following the Business Combination. The Company is also subject to taxes in foreign jurisdictions.

WMH LLC will generally be required from time to time to make pro rata distributions in cash to the Company and the other holders of WMH Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on the Company’s and the other WMH equity holders’ respective allocable shares of the taxable income of WMH LLC

For the three months ended March 31, 2025 and March 31, 2024, the Company recorded less than $0.1 million in income tax provisions due to the impact of the full valuation allowance on its net deferred assets. The effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of valuation allowances, warrant valuations, non-controlling interests represented by the portion of the flow-through income not subject to tax, permanent stock-based compensation and state taxes.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company does not believe it has any uncertain income tax positions that are more-likely-than-not to materially affect its condensed consolidated financial statements.

Earnings (Loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period.

Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Potential common shares are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 13, “Earnings Per Share,” for additional information on dilutive securities.

Concentrations of Credit Risk

The Company’s financial instruments are potentially subject to concentrations of credit risk. The Company places its cash with high quality credit institutions and the Company’s cash balances at these institutions typically exceed the Federal Deposit Insurance Corporation limit. As of March 31, 2025, the Company had cash balances that exceeded the deposit insurance limit with five financial institutions. The Company believes that the risk of loss is not significant and has not experienced any losses in such accounts.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”, which is intended to improve reportable

segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU as of December 31, 2024. See Note 4, “Segment Reporting,” for additional reportable segment disclosure.

The Company also reviewed other accounting pronouncements that became effective for fiscal year 2025 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this standard.

The Company also reviewed other recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the condensed consolidated financial statements.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, certain information and footnotes required by GAAP in annual financial statements have been omitted or condensed and these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025. The condensed consolidated financial statements of the Company include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair statement of the Company’s financial position as of March 31, 2025, and results of its operations and its cash flows for the interim periods presented. Certain prior period amounts have been reclassified to conform to the current period presentation. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire year. There have been no significant changes in the Company’s accounting policies from those described in the Company’s audited consolidated financial statements and the related notes to those statements.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of WM Technology, Inc. and WMH LLC, including their wholly and majority owned subsidiaries. In conformity with GAAP, all significant intercompany accounts and transactions have been eliminated.
Foreign Currency	Foreign Currency Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the periods. The impact of exchange rate fluctuations from translation of assets and liabilities is insignificant for the three months ended March 31, 2025 and 2024.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management include, among others, the allowance for credit losses, the useful lives of long-lived assets, income taxes, website and internal-use software development costs, leases, valuation of goodwill and other intangible assets, valuation of warrant liability, deferred tax assets and the related valuation allowance, tax receivable agreement (“TRA”) liability, revenue recognition, performance and stock-based compensation and the recognition and disclosure of contingent liabilities.
Risks and Uncertainties	Risks and Uncertainties The Company operates in a relatively new industry where laws and regulations vary significantly by jurisdiction. Currently, forty states, the District of Columbia, Puerto Rico, the Virgin Islands, and Guam have legalized some form of cannabis use for certain medical purposes. Twenty-four of those states, the District of Columbia, Guam, and Northern Mariana have legalized cannabis for adults for non-medical purposes as well (sometimes referred to as adult or recreational use). Eight additional states have legalized forms of low-potency cannabis, for select medical conditions. Only two states continue to prohibit cannabis entirely. Additionally, while a number of U.S. legislators have introduced various bills to legalize cannabis at the federal level, none of these bills has become law. Currently, under federal law, 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 still a Schedule I controlled substance under the Controlled Substances Act (“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 can be a predicate for certain other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. If any of the states that permit use of cannabis were to change their laws or the federal government was to actively enforce the CSA or other laws related to the federal prohibition on cannabis, the Company’s business could be adversely affected. In addition, the Company’s ability to grow and meet its operating objectives depends largely on the continued legalization and regulation of cannabis on a widespread basis. There can be no assurance that such legalization will occur on a timely basis, or at all. The geographic concentration of the Company’s clients makes the Company vulnerable to a downturn in the local markets. Historically, the Company’s business operations have been located primarily in the State of California. See Note 3, “Revenue from Contracts with Customers,” to these condensed consolidated financial statements for additional information.
Fair Value Measurements	Fair Value Measurements The Company follows the guidance in Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. See Note 6, “Fair Value Measurements” to these condensed consolidated financial statements for additional information. The Company follows the guidance in ASC 820 - Fair Value Measurements for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: •Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. •Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. •Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability.
Accounts Receivable, Net	Accounts Receivable, Net A receivable is recorded when an unconditional right to invoice and receive payment exists. Accounts receivable represents amounts related to receivables from customers. Receivables are shown net of allowance for credit losses which is maintained at a level that management believes to be sufficient to absorb estimated losses in the accounts receivable portfolio. The Company measures credit losses on its trade accounts receivable using the current expected credit loss model under ASC 326, “Financial Instruments – Credit Losses.” The Company calculates the expected credit losses on a pool basis for trade receivables that have similar risk characteristics. For trade receivables that do not share similar risk characteristics, the allowance for credit losses is calculated on an individual basis. Risk characteristics relevant to the Company’s accounts receivable include balance of customer account and aging status. Account balances are written off against the allowance when it is determined that it is probable that the receivable will not be recovered. The Company had allowance for credit losses of $1.1 million and $1.2 million as of March 31, 2025 and December 31, 2024, respectively.
Investments in Equity Securities	Investments in Equity Securities Investments in equity securities that do not have a readily determinable fair value and qualify for the measurement alternative for equity investments provided in ASC 321, “Investments – Equity Securities,” are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of March 31, 2025 and December 31, 2024, the carrying value of the Company’s investments in equity securities without a readily determinable fair value were $0.0 million. The Company performs a qualitative assessment at each reporting date to evaluate whether the investments in equity securities are impaired. When a qualitative assessment indicates that an investment is impaired, the investment is written down to its fair value and the impairment charge is included in asset impairment charges in the accompanying condensed consolidated statements of operations. No impairment to investments in equity securities were recorded for the three months ended March 31, 2025 and 2024.
Property and Equipment	Property and Equipment Property and equipment are carried at cost, less accumulated depreciation, amortization and asset impairment charges, and consist of internally developed software, computer equipment, motor vehicle, furniture and fixtures and leasehold improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and generally over three years for computer equipment, seven years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the Company’s condensed consolidated statements of operations. The Company assesses impairment of property and equipment when an event and change in circumstance indicates that the carrying value of such assets may not be recoverable. If an event and a change in circumstance indicates that the carrying amount of an asset (or asset group) may not be recoverable and the expected undiscounted cash flows attributable to the asset are less than its carrying value, an impairment loss equals to the excess of the asset’s carrying value over its fair value is recognized. No impairments to property and equipment were recorded during the three months ended March 31, 2025 and 2024. Capitalized Software Capitalized website and internal-use software development costs are included in property and equipment in the accompanying consolidated balance sheets. The Company capitalizes certain costs related to the development and enhancement of the Weedmaps platform and SaaS solutions when (i) the preliminary development project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party contractors who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Maintenance and training costs are expensed as incurred. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred for enhancements that were expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally three years. Product development costs include salaries and benefits for employees, including engineering and technical teams who are responsible for building new products, as well as maintaining and improving existing products. Product development costs that do not meet the criteria for capitalization are expensed as incurred. For the three months ended March 31, 2025 and 2024, the Company amortized $3.0 million and $2.5 million, respectively, of internal-use software development costs included in depreciation and amortization expense in the accompanying condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, the Company has $23.5 million and $23.1 million in capitalized software costs, net, respectively which are recorded within property and equipment, net on the Company’s condensed consolidated balance sheets.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually as of December 31 or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. In testing for goodwill impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, the fair value of the reporting unit is estimated using a discounted cash flow valuation which incorporates assumptions regarding long-term growth rates, revenue and earnings projections, estimation of cash flows, discount rates and other factors. Changes in these inputs could materially affect the results of the impairment review. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. No goodwill impairment charges were recorded for the three months ended March 31, 2025 and 2024. Intangible assets are recorded at cost less accumulated amortization. Intangible assets are reviewed for impairment whenever events or changes in circumstances may affect the recoverability of the net assets. Such reviews may include an analysis of current results and take into consideration the undiscounted value of projected operating cash flows. See Note 7, “Intangible Assets,” to these condensed consolidated financial statements for additional information. No intangible asset impairment charges have been recorded for the three months ended March 31, 2025 and 2024.
Leases	Leases The Company’s operating leases consist of office space located primarily in the United States. The Company does not have any leases classified as financing leases. The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheets as both a right-of-use asset (“ROU”) and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as provided under ASC 842, “Leases,” as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. The Company assesses impairment of ROU assets when an event and change in circumstance indicates that the carrying value of such ROU assets may not be recoverable. If an event and a change in circumstance indicates that the carrying value of an ROU asset may not be recoverable and the estimated fair value attributable to the ROU asset is less than its carrying value, an impairment loss equals to the excess of the ROU asset’s carrying value over its fair value is recognized. The fair values of ROU assets were estimated using an income approach based on management’s forecast of future cash flows expected to be derived based on the sublease market rent. First, the Company tests the asset group for recoverability by comparing the undiscounted cash flows of the asset group, which include expected future lease payments related to the lease agreement offset by expected sublease income, to the carrying amount of the asset group. If the first step of the long-lived asset impairment test concludes that the carrying amount of the asset group is not recoverable, the Company performs the second step of the long-lived asset impairment test by comparing the fair value of the asset group to its carrying amount and recognizing a lease impairment charge for the amount by which the carrying amount exceeds the fair value. To estimate the fair value of the asset group, the Company relies on a discounted cash flow approach using market participant assumptions of the expected cash flows. Net rent expense for the three months ended March 31, 2025 and 2024 was $1.9 million and $2.2 million, respectively and is included in general and administrative expense in the accompanying condensed consolidated statements of operations. Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. For the three months ended March 31, 2025 and 2024, the Company recorded rent income related to a sublease of $0.2 million and $0.5 million, respectively.
Warrant Liability	Warrant Liability The Company assumed 12,499,993 Public Warrants originally issued in the initial public offering of Silver Spike (the “Public Warrants”) and 7,000,000 Private Placement Warrants that were originally issued in a private placement by Silver Spike (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) upon the Closing, all of which were issued in connection with Silver Spike’s initial public offering and entitle the holder to purchase one share of Class A Common Stock at an exercise price of at $11.50 per share. As of March 31, 2025, 12,499,973 Public Warrants and 7,000,000 Private Placement Warrants remained outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. The Company evaluated the Warrants under ASC 815-40 - Derivatives and Hedging - Contracts in Entity’s Own Equity, and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A equity holders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Warrants do not meet the conditions to be classified in equity. Since the Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the condensed consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in change in fair value of warrant liabilities within the condensed consolidated statements of operations at each reporting date. See Note 10, “Warrant Liability,” to these condensed consolidated financial statements for additional information.
Tax Receivable Agreement	Tax Receivable Agreement In connection with the Business Combination, the Company entered into the TRA with continuing members that provides for a payment to the continuing Class A Unit holders of 85% of the amount of tax benefits, if any, that the Company realizes, or is deemed to realize, as a result of redemptions or exchanges of Units (as defined below). In connection with such potential future tax benefits resulting from the Business Combination, and such subsequent redemptions and exchanges, the Company has established a deferred tax asset for the additional tax basis and a corresponding TRA liability of 85% of the expected benefit. The remaining 15% is recorded to additional paid-in capital. The TRA liability is subject to remeasurement each reporting period, due to various factors, including changes in federal and state income tax rates and assessment of the probability of payment. As these remeasurement changes are subsequent to the initial measurement, the impact of the remeasurement is recorded in other income (loss) on the condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, the TRA liability was $5.0 million and $4.4 million, respectively. For the three months ended March 31, 2025 and 2024, the Company recognized a loss of $0.5 million and $0.5 million, respectively, related to the remeasurement of the TRA liability. See Income Taxes below for information related to the Company’s allowance against its net deferred tax assets.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when the fundamental criteria for revenue recognition are met. In accordance with ASC Topic 606, “Revenue from Contracts with Customers,” the Company recognizes revenue by applying the following five steps: the contract with the customer is identified; the performance obligations in the contract are identified; the transaction price is determined; the transaction price is allocated to the performance obligations in the contract; and revenue is recognized when (or as) the Company satisfies these performance obligations in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company excludes sales taxes and other similar taxes from the measurement of the transaction price. The Company’s contract with customers do not contain general rights of return. However, adjustments to the standard pricing may occur for selected customers on a case-by-case basis. Revenue reflects the transaction price, including any adjustments, that the Company expects to receive for such goods and services. Transaction price adjustments are primarily related to the Company’s Together for Equity Access and Legislation program, through which the Company provides free software, advertising, educational materials and training programs to applicants or licenses under social equity licensing programs. The Company provides these transaction price adjustments to license holders who were awarded special status by the state based on owner qualifications. Special status is typically given in new markets to add more diversity and inclusion in the cannabis space. A license’s social equity status is validated by the Company on the applicable state’s website. For the three months ended March 31, 2025 and 2024, total transaction price adjustments issued was $1.8 million and $1.3 million, respectively. For clients that pay in advance for listing and other services, the Company records deferred revenue and recognizes revenue over the applicable subscription term. The Company’s revenues are derived primarily from monthly subscriptions to Weedmaps for Business, featured and deal listings and other WM Ad solutions. The Company’s Weedmaps for Business subscriptions generally have one-month terms that automatically renew unless notice of cancellation is provided in advance. Featured and deal listings and other WM Ad solutions are offered as add-on products to the Weedmaps for Business subscriptions. Featured and deal listings provide customers with premium placement ad solutions and discount and promotion pricing tools. Other WM Ad solutions include banner ads and promotion tiles on the Company’s marketplace ad as well as other advertising products on and off the Weedmaps marketplace. The Company has 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 services are provided. The Company rarely needs to allocate the transaction price to separate performance obligations. In the rare case that allocation of the transaction price is needed, the Company recognizes revenue in proportion to the standalone selling prices of the underlying services at contract inception. Revenue for service contracts that the Company assesses are not probable of collection is not recognized until the contract is completed and payment is received. Collectability is reassessed when there is a significant change in facts or circumstances. The assessment of collectability considers whether the Company may limit its exposure to credit risk through its right to stop transferring additional service in the event the customer is delinquent. See Note 3, “Revenue from Contracts with Customers,” to these condensed consolidated financial statements for additional information. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription offerings, as described above, and is recognized as the revenue recognition criteria are met.The Company generally invoices customers and receives payment on an upfront basis and payments do not include significant financing components or variable consideration and there are generally no rights of return or refunds after the subscription period has passed. Substantially all of the Company’s revenue has been generated in the United States for the three months ended March 31, 2025 and 2024. For three months ended March 31, 2025, approximately 55% of the Company’s revenue originated in California compared with 52% of the for the three months ended March 31, 2024.
Cost of Revenues (Exclusive of Depreciation and Amortization)	Cost of Revenues (Exclusive of Depreciation and Amortization) The Company’s cost of revenue primarily consists of web hosting, internet service costs, credit card processing costs and other third party services.
Advertising	Advertising The Company expenses the cost of advertising in the period incurred. Advertising expense totaled $1.9 million and $2.5 million for the three months ended March 31, 2025 and 2024, respectively, and is included in sales and marketing expense in the accompanying condensed consolidated statements of operations.
Stock-Based Compensation	Stock-Based Compensation The Company measures fair value of employee stock-based compensation awards on the date of grant and allocates the related expense over the requisite service period. The fair value of restricted stock units and performance-based restricted stock units without market conditions is equal to the market price of the Company’s Class A common stock on the date of grant. The fair value of performance-based restricted stock units with market conditions is measured using a Monte Carlo simulation. The fair value of the Class P Units is measured using the Black-Scholes-Merton valuation model. The expected volatility is based on the historical volatility and implied volatilities for comparable companies, the expected life of the award is based on the simplified method. When awards include a performance condition of the Company that impacts the vesting of the award, the Company records compensation cost when it becomes probable that the performance condition will be met. The level of achievement of such goals in the performance-based restricted stock awards may cause the actual number of units that ultimately vest to range from 0% to 200% of the original units granted. When awards include a performance condition of the markets, the vesting of the award is dependent upon the attainment of a target stock price. Forfeitures of such stock-based awards are recognized as they occur and the Company records compensation cost over the derived service period. See Note 12, “Stock-based Compensation,” to these condensed consolidated financial statements for additional information.
Employee Benefit Plan	Employee Benefit Plan The Company’s 401(k) saving plan is a tax-qualified deferred compensation arrangement under Section 401(k) of the Internal Revenue Code. Under the Company’s 401(k) plan, participating U.S. employees may contribute a portion of their eligible earnings, subject to applicable U.S. Internal Revenue Service and plan limits. The Company matches up to 3.5% of the employee’s eligible compensation, vested upon two years of service. For the three months ended March 31, 2025 and 2024, the Company expensed $0.7 million and $0.5 million, respectively, related to employer contributions for the Company’s 401(k) saving plan.
Other Income (Expense), net	Other Income (Expense), net Other income (expense), net consists primarily of change in fair value of warrant liability, TRA liability remeasurement, interest income and other tax related expenses.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes. Under the guidance, deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. The Company assesses whether it is “more-likely-than-not” that it will realize its deferred tax assets. The Company establishes a valuation allowance when available evidence indicates that it is more-likely-than-not that the deferred tax asset will not be realized. In assessing the need for a valuation allowance, the Company considers the amounts and timing of expected future deductions or carry forwards and sources of taxable income that may enable utilization. This includes an analysis of the Company’s current financial position, results of operations for the current and prior years and all currently available information about future years. This assessment and estimates require significant management judgment. The Company maintains an existing valuation allowance until enough positive evidence exists to support its reversal. Change in the amount or timing of expected future deductions or taxable income may have a material impact on the level of income tax valuation allowances. For the year ending December 31, 2024 and for three months ended March 31, 2025, the Company conducted similar analyses, and determined that a full valuation allowance was still required. As of March 31, 2025 and December 31, 2024, the TRA liability was $5.0 million and $4.4 million, respectively. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), revaluations of the warrant liability, changes in flow-through income not subject to tax, valuation allowances and tax law developments. As a result of the Business Combination, WM Technology, Inc. became the sole managing member of WMH LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, WMH LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by WMH LLC is passed through to and included in the taxable income or loss of its members, including WM Technology, Inc. on a pro rata basis. WM Technology, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of WMH LLC following the Business Combination. The Company is also subject to taxes in foreign jurisdictions. WMH LLC will generally be required from time to time to make pro rata distributions in cash to the Company and the other holders of WMH Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on the Company’s and the other WMH equity holders’ respective allocable shares of the taxable income of WMH LLC For the three months ended March 31, 2025 and March 31, 2024, the Company recorded less than $0.1 million in income tax provisions due to the impact of the full valuation allowance on its net deferred assets. The effective tax rates differ from the federal statutory rate of 21% primarily due to the impact of valuation allowances, warrant valuations, non-controlling interests represented by the portion of the flow-through income not subject to tax, permanent stock-based compensation and state taxes. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company does not believe it has any uncertain income tax positions that are more-likely-than-not to materially affect its condensed consolidated financial statements.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to WM Technology, Inc. by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted income (loss) per share is computed giving effect to all potential weighted-average dilutive shares for the period. The dilutive effect of outstanding awards or financial instruments, if any, is reflected in diluted income (loss) per share by application of the treasury stock method or if-converted method, as applicable. Potential common shares are excluded from the calculation of diluted EPS in the event they are antidilutive or subject to performance conditions for which the necessary conditions have not been satisfied by the end of the reporting period. See Note 13, “Earnings Per Share,” for additional information on dilutive securities.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company’s financial instruments are potentially subject to concentrations of credit risk. The Company places its cash with high quality credit institutions and the Company’s cash balances at these institutions typically exceed the Federal Deposit Insurance Corporation limit.
Recently Adopted And Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure”, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU as of December 31, 2024. See Note 4, “Segment Reporting,” for additional reportable segment disclosure. The Company also reviewed other accounting pronouncements that became effective for fiscal year 2025 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this standard. The Company also reviewed other recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the condensed consolidated financial statements.

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Prepaid insurance	$	538	$	1,146
Prepaid marketing	292		343
Prepaid software	3,182		2,836
Other prepaid expenses and other current assets	4,056		3,161
Total	$	8,068	$	7,486

The Company capitalizes implementation costs incurred in cloud computing arrangements that are service contracts if they meet certain requirements. Those requirements are similar to the requirements for capitalizing implementation costs incurred to develop internal-use software. Amortization is computed using the straight-line method over the term of the associated hosting arrangement. These implementation costs are classified on the balance sheet in prepaid and other current assets, and the related cash flows are presented as cash outflows from operations. Impairment is recognized and measured when it is no longer probable that the computer software project will be completed and placed in service.

No impairment charges were recognized for the three months ended March 31, 2025 and 2024, related to capitalized implementation costs for a cloud computing arrangement.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 1,647	$ 1,240

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Equity (Details)	3 Months Ended
Equity (Details)	Mar. 31, 2025 vote shares	Dec. 31, 2024 shares	Jun. 15, 2021 shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	75,000,000	75,000,000	75,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
WMH Units
Noncontrolling Interest [Line Items]
Noncontrolling interests, percent of outstanding units held	32.90%	36.70%
Class A Common Stock
Class of Stock [Line Items]
Votes per share \| vote	1
Class V Common Stock
Class of Stock [Line Items]
Votes per share \| vote	1
Noncontrolling Interest [Line Items]
Shares converted basis (in shares)	5,000,000
Common stock conversion ratio	1