UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 294, 2026

WM TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39021	98-1605615
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


41 Discovery Irvine, California						92618
(Address of principal executive offices)						(Zip Code)

(844) 933-3627

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	MAPS	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	MAPSW	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.0201 ~~Termination~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On February 4, 2026, WM Technology, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The ~~information~~Nasdaq inStock ~~Item~~Market 5LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s Class A common stock, par value $0.020001 onper ~~this~~share ~~Current~~(the ~~Report~~“Common onStock”), ~~Form~~was ~~8-K~~below $1.00 per share, which is ~~hereby~~the ~~incorporated~~minimum byclosing ~~reference~~bid price required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Notice”). This Notice is a notice of deficiency, not delisting, and has no immediate effect on the listing of the Company’s Common Stock, and the Company’s Common Stock will continue to trade on The Nasdaq Global Select Market under the symbol “MAPS” at this time, subject to the Company’s compliance with the other Nasdaq listing requirements.

~~Item~~In ~~5.02~~accordance ~~Departure~~with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of ~~Directors~~180 calendar days from the date of the Notice, or ~~Certain~~until ~~Officers;~~August ~~Election~~3, 2026, to regain compliance with the minimum closing bid price requirement. If at any time during the 180-calendar day grace period, the closing bid price of ~~Directors;~~the ~~Appointment~~Company’s Common Stock is at least $1.00 per share for a minimum of ~~Certain~~ten ~~Officers;~~consecutive ~~Compensatory~~business ~~Arrangements~~days (unless the Nasdaq staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company written confirmation of ~~Certain~~compliance, ~~Officers~~and the matter will be closed.

~~Employment~~If the Company does not regain compliance during the compliance period, the Company may be provided a second 180 calendar day period to regain compliance if it applies to transfer the listing of the Company’s Common Stock to the Nasdaq Capital Market. To qualify, the Company must meet the continued listing requirement for market value of publicly-held shares and ~~Severance~~all ~~Arrangements~~other initial listing standards for the Nasdaq Capital Market (with ~~Chief~~the ~~Financial~~exception ~~Officer~~of the minimum bid price requirement), based on the Company’s most recent public filings and market information and notify Nasdaq of its intent to cure the deficiency by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, the Company’s stock will be subject to delisting. The Company would have the right to appeal a determination to delist the Company’s Common Stock, and the Company’s Common Stock would remain listed on the Nasdaq Global Select Market until the completion of the appeal process.

OnThe ~~January 29, 2026, the~~ Company ~~entered~~intends ~~into~~to anmonitor ~~executive employment agreement with Ms. Echard (~~the ~~“Employment~~closing ~~Agreement”),~~bid ~~effective~~price ~~January 30, 2026. Under the Employment Agreement, Ms. Echard is eligible to receive (i) an annual base salary~~ of ~~$460,000,~~its ~~(ii)~~stock anand ~~annual~~assess ~~target~~potential ~~bonus~~actions ~~equal~~ to ~~65%~~regain ofcompliance. ~~her~~While ~~annual base salary, and (iii) other benefits on~~ the ~~same~~Company ~~basis~~plans asto ~~those~~review ~~benefits~~all ~~are made~~ available tooptions, ~~other~~there ~~similarly~~can ~~situated~~be ~~employees~~no ofassurance that the Company~~. In~~ ~~connection~~will ~~with~~regain ~~the~~compliance ~~Employment~~with ~~Agreement,~~ the ~~Company~~minimum ~~terminated~~bid ~~that~~price ~~certain~~requirement ~~Executive~~during ~~Services Agreement by and between~~ the ~~Company~~180-day ~~and~~compliance ~~SeatonHill Partners~~period, LPsecure ~~(“SeatonHill”)~~a ~~dated~~second ~~July~~180-day ~~16,~~period ~~2023,~~to asregain ~~amended~~compliance, byor ~~which~~maintain ~~SeatonHill~~compliance ~~previously~~with ~~provided~~ the ~~full-time~~other ~~services~~Nasdaq oflisting ~~a Ms~~requirements. ~~Echard, a partner of SeatonHill, as a Chief Financial Officer to the Company.~~

The Compensation Committee of the Board also designated Ms. Echard as eligible to receive severance benefits as an “Eligible Employee” pursuant to the Company’s Amended and Restated Severance and Change in Control Plan (the “Severance Plan”) in the event of a “change in control termination” or a “regular termination” (each as described below). Upon a change in control termination, Ms. Echard will be eligible to receive (i) a lump sum payment equal to 12 months of her base salary, (ii) a lump sum payment equal to 100% of her annual target cash bonus, (iii) full vesting acceleration of all outstanding equity awards (with any performanceForward-~~based~~Looking vesting awards deemed achieved at target level), and (iv) payment of group health insurance premiums for 12 months. Upon a regular termination, Ms. Echard will be eligible to receive (i) continued payment of her base salary for 9 months, (ii) a lump sum payment equal to 75% of her annual target cash bonus, and (iii) payment of group health insurance premiums for 9 months. All benefits under the Severance Plan are subject to Ms. Echard’s execution of an effective release of claims against the Company. For purposes of the Severance Plan, a “change in control termination” is a termination of Ms. Echard’s employment by the Company without “cause” (and not as a result of death or disability) or a resignation by Ms. Echard for “good reason” (each, as defined in the Severance Plan), that occurs during the period of time beginning three months before the closing of, and ending 12 months following the closing of, a “change in control” (as defined in the Severance Plan), referred to as the “change in control period.” A “regular termination” is a termination of Ms. Echard’s employment by the Company without cause that does not occur during a change in control period. No benefits are payable pursuant to the Severance Plan in the event of Ms. Echard’s retirement or voluntary resignation without good reason.Statements

~~The~~This ~~foregoing~~Current ~~summary~~Report ~~descriptions~~on Form 8-K contains forward-looking statements within the meaning of Section 27A of the ~~Employment~~Securities ~~Agreement~~Act of 1933, as amended, and Section 21E of the ~~Severance~~Securities ~~Plan~~Exchange doAct ~~not~~of ~~purport~~1934, toas beamended, ~~complete~~about the Company that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report on Form 8-K are ~~qualified~~forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “intend,” “may,” “plan,” “should,” “will,” or the negative of these words or other similar terms or expressions. Forward-looking statements in ~~their~~this ~~entirety~~Current byReport ~~reference~~on Form 8-K include, but are not limited to, statements regarding the ~~full~~Company’s ~~text~~intent ofor ability to regain compliance with Nasdaq’s minimum bid price requirement, including initiating a reverse stock split, Nasdaq granting the ~~Employment~~Company ~~Agreement~~any relief from delisting as necessary, and whether the ~~Severance~~Company ~~Plan~~can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report are based on management’s current expectations, ~~copies~~which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are ~~filed~~outside asof ~~Exhibit~~the 10Company’s control.1 Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements are more fully discussed in the Company’s periodic filings with the Securities and ~~Exhibit~~Exchange Commission (“SEC”), including the risk factors described under the heading “Risk Factors” in the Company’s annual report on Form 10.2-K for the year ended December 31, ~~respectively~~2024 filed with the SEC on March 13, 2025, and other documents subsequently filed with the SEC. The forward-looking statements in this Current Report on Form 8-K are based upon information available to the Company as of the date of this Current Report on Form 8-K, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are ~~incorporated~~inherently ~~herein~~uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by ~~reference~~law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Appointment of Mr. DeMott and Mr. Cox to the Company’s Board of Directors

On January 29, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Harry DeMott and Brent Cox to fill existing vacancies on the Board and to serve on the Board as a Class II directors until the Company’s 2026 annual meeting of stockholders and until their successor is duly appointed and qualified, or until their earlier death, resignation or removal, effective on February 1, 2026.

There are no arrangements or understandings between Messrs. DeMott and Cox and any other persons pursuant to which either was selected as a director. The Board has also determined that each of Messrs. DeMott and Cox is an “independent director” as determined in accordance with Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Messrs. DeMott and Cox that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

In connection with Messrs. DeMott and Cox’s appointments to the Board and pursuant to the Company’s Amended Non-Employee Director Compensation Policy, which is filed as Exhibit 10.3 to this Current Report, each of Messrs. DeMott and Cox was awarded an initial, one-time grant of restricted stock units with a value of approximately $400,000, vesting in three equal annual installments on the date of each of the first three annual meetings of the Company’s stockholders following the date of Messrs. DeMott and Cox’s appointment.

In connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with Messrs. DeMott and Cox, which is filed as Exhibit 10.6# to the Company’s Current Report on Form 8-K (File No. 001-39021) filed with the SEC on June 21, 2021.

Item 7.01 Regulation FD Disclosure.

On February 3, 2026, the Company issued a press release announcing the appointment of Messrs. DeMott and Cox to the Board and the entry into an employment agreement with Ms. Echard. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of

that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

Amended Non-Employee Director Compensation Policy

On January 29, 2026, as part of the Company’s regular review of the corporate governance and compensation practices of the Company and upon recommendation from the Compensation Committee, the Board approved, the Board approved an Amended and Restated Non-Employee Director Compensation Policy (the “Amended Non-Employee Director Compensation Policy”).

The purpose of the Amended Non-Employee Director Compensation Policy is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. The Amended Non-Employee Director Compensation Policy is effective as of January 1, 2026 (the “Effective Date”).

The foregoing description of the Amended Non-Employee Director Compensation Policy is not complete and is subject to and qualified in its entirety by reference to the Amended Non-Employee Director Compensation Policy, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

No.						Description of Exhibits
10.1						Employment Agreement, effective January 30, 2026, by and between the Company and Susan Echard
10.2						Amended and Restated Severance and Change in Control Plan
10.3						Amended Non-Employee Director Compensation Policy
99.1						Press Release
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 3, 2026
Dated: February 5, 2026
	WM TECHNOLOGY, INC.
	By:	/s/ Susan Echard
		Susan Echard
		Chief Financial Officer

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