WM Technology, Inc. Warrants FY 2026 Earnings Call

Good morning. I'm Doug Francis, Chief Executive Officer of WM Technology, Inc. I'm very happy to welcome you again to the WM Technology 2026 Annual Meeting of Stockholders. As you know, this meeting was originally convened on June 24th, 2026 at 10:00 A.M. Pacific Time. During the original meeting, we announced that the annual meeting would be adjourned until today. Before I call the meeting to order, I would like to reintroduce you to Susan Echard, our CFO, and the members of our board who are here today, Anthony Bay, Brent Cox, Harry deMott, Brenda Freeman, Glen Ibbott, and Nick Rellas. Since the meeting is being held virtually via live webcast, we have stockholders attending via web portal. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of the annual meeting and proxy statement.

After the formal part of our meeting, we will address any appropriate questions previously submitted through our annual meeting portal. Brian Camire, WM Technology's General Counsel, is acting as Secretary of the meeting. Brian will now report with respect to the mailing of the notice of the meeting and the stockholders list.

I have at this meeting a complete list of the stockholders of record of our Class A common stock and Class B common stock on Monday, April 27th, 2026, the record date for this meeting. I also have an affidavit certifying that commencing on April 28th, 2026, a notice of annual meeting was deposited in the United States Mail to all stockholders of record as of the close of business on April 27th, 2026.

Brian has also been reappointed to act as Inspector of Election at this meeting. Brian has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. The inspector's function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Brian will now report with respect to the existence of a quorum.

A preliminary count of the stock represented in person or by proxy at this meeting indicates that the majority of the voting power of all outstanding shares of common stock entitled to vote at the meeting are present in person by virtual attendance or by proxy. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

We will now proceed with the formal business of this meeting. There are four proposals to be considered by the stockholders at this meeting. The first item of business today is the approval of an amendment to WM Technology's Certificate of Incorporation to declassify the board of directors and to provide for the immediate annual election of all directors. Additional information about this proposal is set forth in the proxy statement. Please note that if proposal number 1 is approved, we will pause the meeting to file the amendment with the Secretary of State of the State of Delaware. We will then resume the meeting to proceed with the remainder of the agenda. Is there any discussion? The second item of business today is the advisory vote on the executive compensation of the company's named executive officers for the year ended December 31, 2025, as described in the proxy statement.

The stockholders have been asked to vote on an advisory basis on the following resolution. Resolved that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved. Is there any discussion? The third item of business today is the ratification of the selection of Macias, Gini & O'Connell LLP by the Audit Committee of our Board of Directors to serve as WM Technology's independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment of Macias, Gini & O'Connell LLP is also discussed in the proxy statement. Is there any discussion? The fourth item of business is the election of directors.

If proposal number 1 is approved and the amendment to our Certificate of Incorporation has been filed with the Secretary of State of Delaware, then our board will be declassified, and all seven members of the board will stand for election for a one-year term expiring at the 2027 Annual Meeting of Stockholders, or until their successors have been duly elected and qualified, or until their earlier death, disqualification, resignation, or removal. In this case, the nominees are Anthony Bay, Brent Cox, Harry deMott, Douglas Francis, Brenda Freeman, Glen Ibbott, and Nick Rellas. You can find information for each of these nominees regarding their background and qualifications to serve as a director in the proxy statement. Is there any discussion? If proposal number one is not approved and our board is not declassified, the fourth item of business will be the election of the three Class 2 directors to serve until 2029 annual meeting and until their successors are duly elected and qualified, or until their earlier death, disqualification, resignation, or removal.

In this case, the nominees for Class 2 director are Brenda Freeman, Brent Cox, and Harry deMott. You can find information for each of these nominees regarding their background and qualifications to serve as a director in the proxy statement. Is there any discussion? That was the final proposal for today's meeting. We have not received notice from any stockholders of any other matter to be considered at today's meeting, no other proposals will be addressed at this meeting. I will now describe the voting procedures. Voting is by proxy and online ballot.

You do not need to do anything if you have already sent in your signed proxy, previously voted online or by telephone, or if you have submitted your proxy or voted online at this meeting. If you have not voted and you would like to vote at today's meeting, or if you would like to change your vote, click the Vote Here button in the annual meeting portal and follow the instructions. Each share of our common stock is entitled to vote. The rules of conduct for the meeting are posted on the annual meeting portal. We ask that you follow these rules. We will address questions relevant to the business of this meeting that you previously submitted through the Ask a Question text box in our annual meeting portal during the Q&A portion of the meeting.

The time is now after 10:00 A.M. Pacific Time on Wednesday, June twenty-fourth, 2026, the polls are now open again for voting on proposal one. As noted, if proposal one is approved, we will pause the meeting to file the charter amendment with the Secretary of State of the State of Delaware. We will resume the meeting to proceed with the voting on the remainder of the proposals. We will pause a moment to give anyone who hasn't voted a chance to vote. The polls are now closed for voting. Based upon a preliminary vote count, the report of the inspector of the election with respect to proposal one is as follows: The proposal to approve an amendment to WM Technology's Certificate of Incorporation to declassify the board of directors and to provide for the immediate annual election of all directors is not approved.

We will now reopen the polls and resume voting on the remainder of the proposals presented at today's meeting. The polls are now open again for voting on proposals two through four. The declassification proposal was not approved, our three Class 2 directors will stand for election at this annual meeting to serve until 2029 annual meeting, and until his or her successor has been duly elected and qualified, or if sooner, until the director's death, disqualification, resignation, or removal. We will pause for a moment to give anyone who hasn't yet voted a chance to vote. The polls are now closed for voting.

Based upon a preliminary vote count, the report of the inspector of election covering proposal numbers two through four is as follows: The resolution concerning the advisory vote on the compensation of the company's named executive officers for the year ended December thirty-first, 2025 is approved. The selection of Macias, Gini & O'Connell LLP as WM Technology's independent registered public accounting firm for the fiscal year ending December thirty-first, 2026 is ratified. The proposal to elect each of Brenda Freeman, Brent Cox, and Harry deMott as class 2 director of WM Technology is carried. Our final voting results will be reported on a current report on Form 8-K, to be filed with the SEC within four business days after the end of this meeting.

This concludes the formal portion of today's meeting. As we have not received any previously submitted questions from stockholders relevant to the business of this meeting, it also concludes our agenda for today. Thank you for attending our 2026 Annual Meeting of Stockholders. The meeting is now adjourned. That concludes our meeting today.