Tax-withholding share sale by WM Technology (NASDAQ: MAPS) CEO Francis

Rhea-AI Filing Summary

WM Technology, Inc. director and Chief Executive Officer Douglas Francis reported an open-market sale of 103,019 shares of Class A common stock on February 18, 2026 at a weighted-average price of $0.6764 per share. According to the disclosure, this was a mandatory “sell-to-cover” transaction to satisfy tax withholding obligations related to vesting restricted stock units, and is described as not a discretionary trade by Francis.

After the sale, Francis directly held 8,467,787 shares of Class A common stock. The filing also shows substantial holdings of Class V common stock, which carry voting rights but no economic rights, held directly and through the Rebecca Francis Legacy Trust, Ghost Media Group, WM Founders Legacy I, and Genco Incentives. Footnotes state that each corresponding Class A unit and Class V share is exchangeable on a one-for-one basis into Class A common stock, with exchange rights that do not expire.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Francis Douglas

(Last) (First) (Middle)

C/O WM TECHNOLOGY, INC.

41 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WM TECHNOLOGY, INC. [ MAPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/18/2026		S(1)		103,019	D	$0.6764(2)	8,467,787	D
Class V Common Stock(3)(4)								3,740,393	D
Class V Common Stock(3)(4)								8,691,425	I	By Trust(5)
Class V Common Stock(3)(4)								8,469,191	I	By LLC(6)
Class V Common Stock(3)(4)								1,468,555	I	By LLC(7)
Class V Common Stock(3)(4)								600,618	I	By LLC(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Francis Douglas

(Last) (First) (Middle)

C/O WM TECHNOLOGY, INC.

41 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Ghost Media Group, LLC

(Last) (First) (Middle)

C/O WM TECHNOLOGY, INC.

41 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WM Founders Legacy I, LLC

(Last) (First) (Middle)

C/O WM TECHNOLOGY, INC.

41 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Genco Incentives, LLC

(Last) (First) (Middle)

C/O WM TECHNOLOGY, INC.

41 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Rebecca Francis Legacy Trust dated 5/14/24, Douglas M. Francis, Trustee

(Last) (First) (Middle)

C/O WM TECHNOLOGY, INC.

41 DISCOVERY

(Street)

IRVINE CA 92618

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units, as well as any related brokerage commission fees. The sale satisfies the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $0.66 to $0.71. The Reporting Person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Class A Units (as described in footnote 4 below) held by such Class V Common Stockholder at the time of such vote.

4. Post-Merger Class A Units represent non-voting limited liability company interests of WM Holding Company, LLC. Pursuant to the terms of an exchange agreement, these Class A units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock. These exchange rights do not expire.

5. Shares are held directly by the Rebecca Francis Legacy Trust dated 5/14/24, of which the Reporting Person is the Investment Trustee.

6. Shares are held directly by Ghost Media Group, LLC ("Ghost Media") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Ghost Media.

7. Shares are held directly by WM Founders Legacy I, LLC ("WM Founders") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by WM Founders.

8. Shares are held directly by Genco Incentives, LLC ("Genco") which is controlled by Mr. Francis. Accordingly, Mr. Francis may be deemed to be a beneficial owner of the shares held by Genco.

	Douglas Francis, by /s/ Brian Camire, Attorney-in-Fact	02/20/2026
	Ghost Media Group, LLC, Douglas Francis, Manager, by /s/ Brian Camire, Attorney-in-Fact	02/20/2026
	Genco Incentives, LLC, Douglas Francis, Manager, by /s/ Brian Camire, Attorney-in-Fact	02/20/2026
	WM Founders Legacy I, LLC, Douglas Francis, Manager, by /s/ Brian Camire, Attorney-in-Fact	02/20/2026
	Rebecca Francis Legacy Trust dated 5/14/24, Douglas Francis, Investment Trustee, by /s/ Brian Camire, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WM Technology (MAPS) report for Douglas Francis?

WM Technology reported that CEO and director Douglas Francis executed an open-market sale of 103,019 shares of Class A common stock on February 18, 2026. The transaction was a pre-arranged sell-to-cover trade tied to tax withholding on vested restricted stock units.

How many WM Technology (MAPS) shares did Douglas Francis sell and at what price?

Douglas Francis sold 103,019 shares of WM Technology Class A common stock at a weighted-average price of $0.6764 per share. Footnotes note the actual sale prices ranged from $0.66 to $0.71, with detailed trade breakdowns available upon request from the reporting person.

Why did WM Technology CEO Douglas Francis sell shares in this Form 4 filing?

The sale was made to cover tax withholding obligations from the vesting of restricted stock units. The company states it was a “sell to cover” transaction, including brokerage commissions, and explicitly notes it does not represent a discretionary trade by Douglas Francis.

What are Douglas Francis’s holdings in WM Technology (MAPS) after this transaction?

Following the tax-related sale, Douglas Francis directly held 8,467,787 shares of Class A common stock. The filing also lists significant Class V common stock holdings, both directly and through a trust and several LLCs, which provide voting rights but no direct economic rights in the issuer.

What is WM Technology’s Class V common stock and how does it relate to Class A shares?

WM Technology’s Class V common stock provides voting rights but no economic rights to the holder. Each Class V share, together with a corresponding Post-Merger Class A Unit, is exchangeable on a one-for-one basis into Class A common stock under an exchange agreement without an expiration date.

How are Ghost Media Group, WM Founders Legacy I, and Genco Incentives connected to Douglas Francis?

Ghost Media Group, WM Founders Legacy I, and Genco Incentives each directly hold Class V common stock of WM Technology. Footnotes state these entities are controlled by Douglas Francis, who may be deemed a beneficial owner of the shares they hold under applicable securities ownership rules.