WM Technology (MAPS) investor relations material

Executive summary

• Annual Meeting scheduled for June 24, 2026, will be held virtually to enhance access and participation for shareholders.

• Key proposals include declassifying the Board, advisory vote on executive compensation, ratification of a new auditor, and director elections.

• Company intends to delist from Nasdaq and deregister securities, with plans to trade on the OTCQX Best Market.

• Forward-looking statements highlight risks related to delisting, liquidity, and ongoing business performance.

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to declassify the Board and provide for annual election of all directors.

• Advisory vote on executive compensation for the principal executive officer and two other top executives.

• Ratification of Macias Gini & O'Connell LLP as independent auditor for 2026.

• Director elections depend on outcome of declassification proposal: either all seven directors for one-year terms or three Class II directors for three-year terms.

• Shareholder proposals for the 2027 meeting must be submitted between February 24 and March 26, 2027, if the company remains subject to proxy rules.

Board of directors and corporate governance

• Board currently chaired by the CEO, with a lead independent director to balance governance.

• Majority of directors are independent under Nasdaq and OTCQX standards.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Technology.

• Board and committees met regularly in 2025; all directors attended at least 75% of meetings.

• Code of Conduct, Corporate Governance Guidelines, and Insider Trading Policy in place.