WM Technology Insider Sale: Douglas Francis Discloses 156,974-Share Sell-to-Cover

Rhea-AI Filing Summary

Douglas Francis, WM Technology (MAPS) CEO, director and >10% owner, reported a sell-to-cover transaction on 08/18/2025. He sold 156,974 shares of Class A common stock at a weighted-average price of $1.1639 to satisfy tax-withholding for vested restricted stock units and related brokerage fees. After the sale, the filing shows 8,729,539 Class A shares beneficially owned directly and multiple Class V holdings reported both directly and indirectly: 3,740,393 (direct) and indirect holdings of 8,691,425, 8,469,191, 1,468,555, and 600,618 held via a trust and three LLCs controlled by Mr. Francis. The filing is a routine insider disclosure documenting the tax-related sale and continued substantial ownership positions.

Positive

• Transaction disclosed as sell-to-cover, indicating the sale was to satisfy tax withholding on vested RSUs rather than a discretionary liquidation
• Filer retains substantial ownership after the sale, with 8,729,539 Class A shares directly and multiple Class V holdings reported directly and indirectly
• Clear disclosure of indirect holdings via Rebecca Francis Legacy Trust, Ghost Media Group, WM Founders Legacy I, and Genco Incentives, demonstrating governance transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover; modest liquidity event, no evidence of discretionary selling or material change to control.

The Form 4 documents a single sell-to-cover of 156,974 Class A shares at a weighted-average price of $1.1639 to satisfy tax withholding on vested RSUs. This transaction reduces taxable exposure but is explicitly non-discretionary per the filer. Post-transaction beneficial ownership remains substantial across Class A and multiple classes of Class V shares held directly and indirectly, indicating continued alignment between management and long-term equity exposure.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; highlights complex ownership via trust and affiliated LLCs.

The filing clearly identifies Mr. Francis as CEO, director and >10% owner and discloses holdings held directly and through the Rebecca Francis Legacy Trust and three LLCs. The explanation states the sale was to cover tax withholding on RSU vesting, which is a common and acceptable practice. The layered ownership of Class V shares (non‑economic but voting-linked) is relevant to governance and voting power considerations, though no change in voting control is reported here.

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)
08/18/2025

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	08/18/2025		S(1)		156,974	D	$1.1639(2)	8,729,539	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 $1.1501 to $1.1901. 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.

	Ghost Media Group, LLC, by /s/ Douglas Francis, Manager	08/20/2025
	Genco Incentives, LLC, by /s/ Douglas Francis, Manager	08/20/2025
	/s/ Douglas Francis	08/20/2025
	Rebecca Francis Legacy Trust dated 5/14/24, by /s/ Douglas Francis, Investment Trustee	08/20/2025
	WM Founders Legacy I, LLC, by /s/ Douglas Francis, Manager	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Douglas Francis sell 156,974 MAPS shares on 08/18/2025?

The filing states the sale was a sell-to-cover to satisfy tax withholding obligations associated with the vesting of restricted stock units and related brokerage fees.

At what price were the MAPS shares sold in the Form 4?

The weighted-average sales price reported is $1.1639, with individual sale prices ranging from $1.1501 to $1.1901.

How many Class A shares does Douglas Francis beneficially own after the transaction?

The Form 4 reports 8,729,539 Class A common shares beneficially owned following the reported transaction.

What Class V holdings are disclosed for Douglas Francis?

The filing lists Class V common stock holdings of 3,740,393 (direct), and indirect holdings of 8,691,425, 8,469,191, 1,468,555, and 600,618 via trust and LLCs controlled by Mr. Francis.

Does the Form 4 indicate discretionary insider selling?

No. The explanation explicitly states the sale was to cover tax withholding for vested RSUs and does not represent a discretionary trade by the reporting person.