Wm Technology, Inc PRE 14A, filed Apr 17, 2026

Wm Technology, Inc. (MAPS)

PRE 14A 2026-04-17 For: 2026-06-24

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Added on October 16, 2026

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


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

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


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


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


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


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


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


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



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


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


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


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


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


				Year Ended December 31, 2025
	Audit Fees⁽¹⁾			$1,769,650
	Audit-Related Fees			—
	Tax Fees			—
	All Other Fees			—
	Total Fees			$1,769,650


				Year Ended December 31, 2024
	Audit Fees⁽¹⁾			$1,813,868
	Audit-Related Fees⁽²⁾			$75,000
	Tax Fees			—
	All Other Fees			—
	Total Fees			$1,888,868


Name	Age	Position
Executive Officers
Douglas Francis	48	Chief Executive Officer and Chairperson of the Board
Susan Echard	61	Chief Financial Officer
Sarah Griffis	36	Chief Technology Officer
Brian Camire	47	General Counsel and Secretary


Name of Beneficial Owner⁽¹⁾	Number of Shares of Class A Common Stock Beneficially Owned	% of Class A Common Stock	Number of Shares of Class V Common Stock Beneficially Owned⁽²⁾	% of Class V Common Stock	Combined % of Total Voting Power⁽³⁾
Directors and Named Executive Officers:
Anthony Bay	350,580	*	—	—	*
Brent Cox	1,000	*	—	—	*
Harry DeMott	—	—	—	—	—
Douglas Francis⁽⁴⁾	6,296,586	5.6%	22,970,182	48.0%	18.3%
Brenda Freeman	276,442	*	—	—	*
Glen Ibbott	117,845	*	—	—	*
Nick Rellas	—	—	—	—	—
Brian Camire	928,692	*	—	—	*
Sarah Griffis	478,968	*	—	—	*
All Directors and Current Executive Officers of the Company as a Group (10 Individuals)⁽⁵⁾	8,450,113	7.5%	22,970,182	48.0%	19.6%
Five Percent Holders:
Ghost Media Group, LLC⁽⁴⁾⁽⁶⁾	—	—	8,469,191	17.7%	5.3%
Morgan Stanley⁽⁷⁾	5,647,358	5.1%	—	—	3.5%
Justin Hartfield⁽⁶⁾	61,679	*	29,318,217	61.3%	18.5%


Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights⁽²⁾	Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))⁽³⁾
	(a)	(b)	(c)
Equity compensation plan approved by stockholders	12,258,357⁽¹⁾	$—	31,295,538⁽⁴⁾
Equity compensation plan not approved by stockholders	—	—	—
Total	12,258,357	$—	31,295,538


WHAT WE DO		WHAT WE DON’T DO
•	Maintain Independent Compensation Committee. The Compensation Committee is comprised solely of independent directors who determine our compensation policies and practices and who have established effective means for communicating with our stockholders regarding their executive compensation views and concerns, as described in this Proxy Statement.	•	No Executive Officer Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all our other employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other employees.
•	Retain an Independent Compensation Consultant. In 2025, the Compensation Committee engaged its own compensation consultant to provide information, analysis, and other advice on compensation matters independent of management. This compensation consultant performed no other services for us during 2025.	•	Limited Executive Officer Perquisites. We generally provide benefits to our Named Executive Officers on the same basis as provided to all of our employees, including health, dental and vision insurance; accidental death and dismemberment insurance; disability insurance; and a tax-qualified Section 401(k) plan.
•	Annual Executive Compensation Review. The Compensation Committee reviews and approves our compensation strategy and policies planned to be done annually, including review and approval of the 2025 short-term incentive awards for executive officers.	•	No Tax Payments on Change-in-Control Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits that are contingent upon a change-in-control of the Company.
•	Compensation “At-Risk.” Other than the compensation for Mr. Francis, our executive compensation program is designed so that a meaningful portion of our Named Executive Officers’ target annual total direct compensation is “at-risk” based on corporate performance, as well as equity-based, to align the interests of our Named Executive Officers and stockholders.	•	No Hedging or Pledging of our Securities. As part of our insider trading policy, all our directors, officers, employees and certain designated consultants are prohibited from engaging in short sales of our securities, establishing margin accounts, pledging our securities as collateral for a loan, trading in derivative securities, including buying or selling puts or calls on our securities, or otherwise engaging in any form of hedging or monetization transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) involving our securities.
•	Use of “Pay-for-Performance” Philosophy. At least one-third of our Named Executive Officers’ target annual total direct compensation is directly linked to our financial results and our stock price performance.


WHAT WE DO		WHAT WE DON’T DO
•	Multi-Year Vesting Requirements. The annual equity awards granted to our Named Executive Officers are earned and/or vest over multi-year periods, consistent with current market practice and our retention objectives.
•	Maintain “Double-Trigger” Change-in-Control Arrangements. Our Named Executive Officers are eligible to participate in the Severance and Change in Control Plan, which provides certain payments and other benefits in the event of an involuntary termination of employment in connection with a change-in-control of the Company. These “double-trigger” arrangements require both a change-in-control of the Company plus a qualifying termination of employment before payments and benefits are paid. In addition, all such payments and benefits are subject to the execution and delivery of an effective general waiver and release of claims in favor of the Company.
•	Only Broad-Based Health and Welfare Benefits. Our Named Executive Officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other employees.
•	Clawback Policy. We require compensation recoupment with respect to our executive officers pursuant to the terms of our clawback policy.
•	Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in place.


Element	Type of Element	Compensation Element	Objective
Base Salary	Fixed	Cash	Designed to attract and retain executives by providing a competitive fixed amount of cash compensation based on the executive’s role, prior experience, and expected contributions to the Company
Cash Bonuses	Variable	Cash	Designed to motivate our executives to achieve business objectives tied to specific Company metrics and which are aligned to our annual priorities, with the payout opportunity based on Company and individual performance
Long Term Incentive Compensation	Variable	Equity awards in the form of RSU awards that may be settled for shares of our Class A Common Stock and PRSU awards that may be earned and settled for shares of our Class A Common Stock	Designed to align the interests of our executives and our stockholders while helping to attract and retain talented leaders by paying for performance


	Named Executive Officer			2025 Base Salary ($)
	Douglas Francis			$750,000
	Brian Camire			$450,000
	Sarah Griffis			$400,000


Named Executive Officer	2025 Target Cash Bonus Opportunity (as a percentage of base salary)	2025 Target Cash Bonus Opportunity ($)
Douglas Francis	100%	$750,000
Brian Camire	50%	$225,000
Sarah Griffis	50%	$200,000


Named Executive Officer	2025 Target Cash Bonus Opportunity ($)	Actual 2025 Cash Bonus ($)	Actual 2025 Cash Bonus (as a percentage of target cash bonus opportunity)
Douglas Francis	$750,000	$630,000	84%
Brian Camire	$225,000	$189,000	84%
Sarah Griffis	$200,000	$168,000	84%


Named Executive Officer	RSU Awards (number of units) (#)	RSU Awards (grant date fair value) ($)	PRSU Awards (target number of units) (#)	PRSU Awards (grant date fair value) ($)
Douglas Francis	—	—	—	—
Brian Camire	1,800,000	$2,322,000	—	—
Sarah Griffis	1,800,000	$2,664,000	—	—


Name and Principal Position(1)	Year	Salary ($)	Bonus ($)⁽²⁾	Stock awards ($)⁽³⁾	Option awards ($)	Non-equity incentive plan compensation ($)⁽⁴⁾	Change in pension value and nonqualified deferred compensation earnings ($)	All other compensation ($)⁽⁵⁾	Total ($)
Douglas Francis, Chief Executive Officer and Chairperson of the Board	2025	754,533	—	—	—	630,000	—	52,636	1,437,169
	2024	987,346	835,000	4,993,750	—	675,000	—	17,931	7,509,027
Brian Camire, General Counsel and Secretary	2025	445,335	—	2,322,000	—	189,000	—	13,065	2,969,400
Brian Camire, General Counsel and Secretary	2024	413,154	—	—	—	184,950	—	14,238	612,342
Sarah Griffis, Chief Technology Officer	2025	397,802	25,000	2,664,000	—	168,000	—	11,754	3,266,556


			Option Awards					Stock Awards
Name	Grant Date	Vesting Date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)⁽¹⁾	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)⁽¹⁾
Douglas Francis	11/7/2024	(2)	—	—	—	—	—	2,894,931	2,388,608	—	—
Douglas Francis	11/7/2024	(3)	—	—	—	—	—	—	—	4,342,391	3,582,907
Brian Camire	3/5/2025	(4)	—	—	—	—	—	975,001	804,473	—	—
	9/30/2023	(5)	—	—	—	—	—	163,870	135,209	—	—
	12/8/2020		247,909	—	—	10.00	—	—	—	—	—
	11/12/2019		433,840	—	—	8.03	—	—	—	—	—
Sarah Griffis	1/6/2025	(6)	—	—	—	—	—	1,800,000	1,485,180	—	—


Name	Triggering Event	Salary ($)	Bonus ($)	Continued Benefits ($)	Equity Acceleration ($)⁽¹⁾	Total ($)
Douglas Francis	Involuntary Termination (non-CIC)	750,000	750,000	35,376	—	1,535,376
Douglas Francis	Involuntary Termination during CIC period	1,125,000	1,125,000	53,064	5,971,514	8,274,578
Brian Camire	Involuntary Termination (non-CIC)	337,500	168,750	18,528	—	524,778
Brian Camire	Involuntary Termination during CIC period	450,000	225,000	24,703	939,682	1,639,385
Sarah Griffis	Involuntary Termination (non-CIC)	300,000	150,000	8,480	—	458,480
Sarah Griffis	Involuntary Termination during CIC period	400,000	200,000	11,306	1,485,180	2,096,486


	Description of Non-Employee Director Compensation			Amount ($)
	Annual Retainer for Board Membership⁽¹⁾⁽²⁾			50,000
	New Director Grant of RSUs for New Non-Employee Directors⁽³⁾⁽⁴⁾			200,000
	Initial Term Grants for Existing Non-Employee Directors⁽⁴⁾⁽⁵⁾			200,000
	Annual RSU Grant for All Non-Employee Directors⁽⁵⁾⁽⁶⁾			200,000
	Committee Additional Cash Retainer
	Audit Committee Chairperson⁽¹⁾⁽²⁾			20,000
	Audit Committee member (other than Chairperson)⁽¹⁾⁽²⁾			10,000
	Compensation Committee Chairperson⁽¹⁾⁽²⁾			15,000
	Compensation Committee member (other than Chairperson)⁽¹⁾⁽²⁾			7,500
	Nominating and Corporate Governance Committee Chairperson⁽¹⁾⁽²⁾			10,000
	Nominating and Corporate Governance Committee member (other than Chairperson⁽¹⁾⁽²⁾			5,000
	Technology Committee Chairperson⁽¹⁾⁽²⁾			15,000
	Technology Committee member (other than Chairperson)⁽¹⁾⁽²⁾			7,500
	Additional Annual Retainer for Chairperson of the Board (if a Non-Employee Director)⁽¹⁾⁽²⁾			60,000
	Additional Annual Retainer for Lead Independent Director⁽¹⁾⁽²⁾			25,000
	Additional Meeting Fees for each Director⁽⁷⁾			1,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾⁽²⁾	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All Other compensation ($)	Total ($)
Tony Aquila⁽³⁾	88,750	—	—	—	—	—	88,750
Anthony Bay	90,000	506,727	—	—	—	—	596,727
Douglas Francis	—	—	—	—	—	—	—
Brenda Freeman	145,000	—	—	—	—	—	145,000
Olga Gonzalez⁽⁴⁾	92,935	—	—	—	—	—	92,935
Scott Gordon⁽⁵⁾	62,500	—	—	—	—	—	62,500
Glenn Ibbott	75,694	506,727	—	—	—	—	582,421


	Name			Aggregate Stock Awards Outstanding as of December 31, 2025
	Tony Aquila			—
	Anthony Bay			545,454
	Brenda Freeman			156,250
	Olga Gonzalez			—
	Scott Gordon			377,358¹
	Glen Ibbott			545,454


					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO⁽¹⁾ ($)	CAP to PEO⁽²⁾ ($)	Average Summary Compensation Table Total for Non-PEO NEOs⁽³⁾ ($)	Average CAP to Non-PEO NEOs⁽⁴⁾ ($)	Total Shareholder Return⁽⁵⁾ ($)	Net Income (Loss) (millions)⁽⁶⁾ ($)
2025	1,437,169	(4,221,410)⁽⁷⁾	3,117,978	2,177,005⁽⁷⁾	81.69	$3.26
2024	7,509,027	12,875,782	594,250	629,840	136.63	$12.19
2023	1,162,045	1,153,035	1,593,985	1,186,043	71.29	$(15.73)


Fiscal Year	Mr. Francis (PEO) 2025	Non-PEO NEOs (Average) 2025
Summary Compensation Table total	1,437,169	3,117,978
Less: Grant Date Fair Value of Stock Awards Columns in the Summary Compensation Table for Applicable Fiscal Year*	—	(2,493,000)
± Fair Value at Applicable Fiscal Year-End of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End*	—	1,144,827
± Change in Fair Value from the end of the Prior Fiscal Year to the end of the Applicable Fiscal Year of Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End*	(5,362,863)	(45,466)
± Vesting Date Fair Value of Awards Granted in Applicable Fiscal Year that Vested During Applicable Fiscal Year*	—	474,985
± Change in Fair Value from the end of the Prior Fiscal Year to the Vesting Date of Awards Granted during Prior Fiscal Year that Vested During Applicable Fiscal Year*	(295,716)	(22,319)
- Fair Value at Prior Year End of Awards Granted during Prior Fiscal Year that were Forfeited during Applicable Fiscal Year*	—	—
Other earnings paid on equity awards prior to the vesting date	—	—
CAP	(4,221,410)	2,177,005