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Stock-based Compensation | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-based Compensation | Stock-based Compensation WM Holding Company, LLC Equity Incentive Plan The Company has accounted for the issuance of Class A-3 and Class B Units issued under the WM Holding Company, LLC Equity Incentive Plan in accordance with ASC 718 - Stock Based Compensation. The Company considers the limitation on the exercisability of the Class A-3 and Class B Units to be a performance condition and records compensation cost when it becomes probable that the performance condition will be met. In connection with the Business Combination, each of the Class A-3 Units outstanding prior to the Business Combination were cancelled, and the holder thereof received a number of Class A units representing limited liability company interests of WMH LLC (the “Class A Units”) and an equivalent number of shares of Class V Common Stock, par value $0.0001 per share (together with the Class A Units, the “Paired Interests”), and each of the Class B Units outstanding prior to the Business Combination were cancelled and holders thereof received a number of Class P units representing limited liability company interests of WMH LLC (the “Class P Units” and together with the Class A Units, the “Units”), each in accordance with the Merger Agreement. Concurrently with the closing of the Business Combination, the Unit holders entered into an exchange agreement (the “Exchange Agreement”). The terms of the Exchange Agreement, among other things, provide the Unit holders (or certain permitted transferees thereof) with the right from time to time at and after 180 days following the Business Combination to exchange their vested Paired Interests for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or Class P Units for shares of Class A Common Stock with a value equal to the value of such Class P Units less their participation threshold, or in each case, at the Company’s election, the cash equivalent of such shares of Class A Common Stock. A summary of the Class P Unit activity for the nine months ended September 30, 2025 is as follows:
|  | Number of Units
Outstanding Class P Units, December 31, 2024 |  | 14,403,732 |
Cancellations |  | — |
Exchanged for Class A Common Stock |  | (600,000) |
Outstanding, Class P Units, September 30, 2025 |  | 13,803,732 |
Vested, September 30, 2025 |  | 13,803,732
As of September 30, 2025, all the outstanding Class P Units have been vested and as such, there is no remaining unrecognized stock-based compensation expense for non-vested Class P Units. For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense for the Class P Units of $0.0 million and $0.1 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense for the Class P Units of $0.0 million and $0.2 million, respectively. WM Technology, Inc. Equity Incentive Plan In connection with the Business Combination, the Company adopted the WM Technology, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan permits the granting of incentive stock options to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. As of September 30, 2025, 48,307,514 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2021 Plan. The number of shares of Class A Common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. As of September 30, 2025, 23,098,008 shares of Class A Common Stock are available for future issuance. A summary of the restricted stock unit (“RSU”) activity for the nine months ended September 30, 2025 is as follows:
|  | Number of RSUs |  | Weighted-average Grant Date Fair Value
Non-vested at December 31, 2024 |  | 7,946,908 |  |  | $ | 1.46 |
Granted |  | 4,690,908 |  | $ | 1.28 |
Vested |  | (3,556,577) |  |  | $ | 1.91 |
Forfeited |  | (780,116) |  |  | $ | 1.95 |
Non-vested at September 30, 2025 |  | 8,301,123 |  | $ | 1.12 |
As of September 30, 2025, unrecognized stock-based compensation expense for non-vested RSUs was $8.1 million, which is expected to be recognized over a weighted-average period of 2.1 years. For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense for the RSUs of $1.3 million and $1.5 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense for the RSUs of $5.7 million and $6.9 million, respectively. The Company grants performance-based restricted stock units (“PRSUs”). For the awards with the Company’s performance and service-based vesting conditions, the level of achievement of such goals may cause the actual number of units that ultimately vest to range from 0% to 200% of the original units granted. The Company recognizes expense ratably over the vesting period for the PRSUs when it is probable that the performance criteria specified will be achieved. The fair value is equal to the market price of the Company’s common stock on the date of grant. For the awards with market performance conditions, the vesting of the award is dependent upon the attainment of a target stock price. The Company recognizes stock-based compensation expense for awards with market conditions over the derived service period of the awards. The estimated fair value and derived service period for the awards with market conditions are calculated using a Monte Carlo simulation. Assumptions used in valuing awards with market conditions include the performance period, grant-date stock price, expected volatility, risk-free rate and cost of equity. In November 2024, a PRSU market condition award of 4,342,391 units was granted to the Company’s Chief Executive Officer that will vest based upon achieving certain target prices for the Company’s common stock. Achievement of the target prices will be determined using the volume weighted average closing price of the Company’s Class A common stock over a 30 trading-day period. Any unvested PRSUs remaining after December 31, 2027 will be forfeited. If service is terminated prior to December 31, 2027, all unvested PRSUs will be forfeited. The following table summarizes the key assumptions used in estimating the value of the PRSUs granted in November 2024.
Grant Date |  | November 07, 2024
Performance period |  | November 07, 2024 - December 31, 2027
PRSUs Granted |  | 4,342,391
Grant Date Stock Price |  | $0.77
Risk-Free Rate at Valuation Date |  | 4.05%
Cost of Equity |  | 18.00%
Estimated Volatility at Valuation Date |  | 85.61%
A summary of the PRSU activity for the nine months ended September 30, 2025 is as follows:
|  | Number of PRSUs |  | Weighted-average Grant Date Fair Value
Non-vested at December 31, 2024 |  | 4,342,391 |  |  | $ | 0.38 |
Granted |  | 0 |  | $ | — |
Vested |  | — |  |  | $ | — |
Forfeited |  | — |  |  | $ | — |
Non-vested at September 30, 2025 |  | 4,342,391 |  |  | $ | 0.38 |
As of September 30, 2025, the unrecognized stock-based compensation expense for non-vested PRSUs was $0.8 million, which is expected to be recognized over a weighted-average period of 0.9 years. For the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense for the PRSUs of $0.2 million and $0.0 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation expense for the PRSUs of $0.7 million and $0.1 million, respectively. The Company recorded stock-based compensation cost related to the RSUs, PRSUs and Class P Units in the following expense categories on the accompanying condensed consolidated statements of operations (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Sales and marketing | $ | 165 |  |  | $ | 351 |  |  | $ | 669 |  |  | $ | 1,116 |
Product development | 458 |  |  | 985 |  |  | 1,741 |  |  | 2,811 |
General and administrative | 928 |  |  | 265 |  |  | 3,959 |  |  | 3,245 |
Total stock-based compensation expense | 1,551 |  |  | 1,601 |  |  | 6,369 |  |  | 7,172 |
Amount capitalized to software development | 158 |  |  | 216 |  |  | 645 |  |  | 829 |
Total stock-based compensation cost | $ | 1,709 |  |  | $ | 1,817 |  |  | $ | 7,014 |  |  | $ | 8,001 |

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