v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation
During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flow.
On October 17, 2024, a putative shareholder class action complaint, captioned Seret Ishak v. WM Technology, Inc. et al., Case No. 2:24-cv-08959 (the “Securities Class Action”), was filed in the U.S. District Court for the Central District of California, naming the Company and certain former and current officers and/or directors of the Company and Silver Spike as defendants. The lawsuit alleges that the Company made material misrepresentations and/or omissions of material fact relating to historical public reporting of MAUs in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The putative class action is brought on behalf of persons or entities who purchased or otherwise acquired the Company’s securities between May 25, 2021, and September 24, 2024, inclusive, and seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorneys’ fees. On May 12, 2025, the plaintiffs filed an amended class action complaint. On July 11, 2025, the defendants moved to dismiss the plaintiffs’ amended class action complaint.
On February 12, 2026, the parties filed a notice of settlement stating that they had reached an agreement in principle to fully settle all pending claims in the action and requesting the court to not rule on the pending motions to dismiss as they were now moot. On May 14, 2026, the parties filed a joint stipulation of settlement. Under the terms of the settlement, in exchange for the release and dismissal with prejudice of all pending claims, the Company has agreed to pay $7,500,000 to resolve the dispute, to be partially funded by the Company’s insurance carriers. The Company recorded an accrued liability related to this preliminary settlement agreement which was $2.4 million as of June 30, 2026 and $2.8 million as of December 31, 2025, representing management's reasonable estimate of its settlement obligation. This accrued liability is included in accounts payable and accrued expenses in the condensed consolidated balance sheet. The remaining approximately $5.1 million is expected to be paid by the Company’s insurance carriers.
On July 20, 2026, the court granted the motion for preliminary approval of the settlement. A hearing on final approval of the settlement is scheduled for January 11, 2027. Until then, the settlement remains subject to final approval by the court and certain other conditions and contingencies out of our control. There can be no guarantee that all of these conditions and contingencies will occur. Should a material condition or contingency to the settlement fail to occur, one or both of the parties to the settlement may exercise their right to terminate the settlement agreement.
On November 8, 2024, a shareholder derivative action, captioned DeGennaro v. Francis, et. al, Case No. 8:24-cv-02454 (the “DeGennaro Action”), was filed in the U.S. District Court for the Central District of California against certain members of the Company’s board of directors and certain former and current officers. The plaintiff purports to bring the action derivatively on
behalf of the Company, and the Company is a nominal defendant in the action. The derivative complaint alleges, among other things, that the individual defendants authorized or permitted materially false statements and/or material omissions of fact relating to historical public reporting of MAUs. The derivative complaint asserts claims for violations of Section 10(b) of the Exchange Act as well as claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The derivative complaint seeks unspecified damages on behalf of the Company, disgorgement or restitution, corporate governance reforms, declaratory relief, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees.
Further, on November 18, 2024, a shareholder derivative action, captioned Pearson v. Francis, et. al, Case No. 8:24-cv-02525 (the “Pearson Action”), was filed in the U.S. District Court for the Central District of California against certain former and current members of the Company’s board of directors and certain former and current officers. The derivative complaint alleges, among other things, that the individual defendants authorized or permitted materially false statements and/or material omissions of fact relating to historical public reporting of MAUs and corporate governance matters. The derivative complaint asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, as well as claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under Sections 10(b) and 21D of the Exchange Act. The derivative complaint seeks unspecified damages on behalf of the Company, restitution, corporate governance reforms, declaratory relief, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees. On December 10, 2024, the U.S. District Court of the Central District of California issued an order consolidating the DeGennaro Action and the Pearson Action (the “Consolidated Derivative Action”).
On October 3, 2025, the court granted the parties’ joint stipulation to stay the Consolidated Derivative Action until resolution of the motions to dismiss the Securities Class Action discussed above. On February 17, 2026, in light of the notice of settlement in the Securities Class Action and the denial of the motions to dismiss as moot, the court ordered the parties to show cause regarding the continued stay of the Consolidated Derivative Action. On February 25, 2026, the court extended the stay to provide the parties additional time to discuss a potential resolution to the Consolidated Derivative Action, pursuant to a court-entered stipulation by the parties. On May 14, 2026, the parties informed the court they reached a settlement in principle and requested additional time to negotiate plaintiffs’ counsel’s attorneys’ fees.
On July 31, 2026, the parties filed a joint stipulation of settlement. Under the terms of the settlement, in exchange for the release and dismissal of all pending claims, the Company has agreed to certain governance reforms to resolve the dispute and the Company’s insurance carriers have agreed to pay plaintiffs’ counsel $695,000 in attorneys’ fees and costs. On July 31, 2026, Plaintiffs filed a motion for preliminary approval of the settlement. A hearing on preliminary approval of the settlement is scheduled for August 31, 2026. In the meantime, the settlement remains subject to final approval by the court and certain other conditions and contingencies out of our control. There can be no guarantee that all of these conditions and contingencies will occur. Should a material condition or contingency to the settlement fail to occur, one or both of the parties to the settlement may exercise their right to terminate the settlement agreement.
Purchase Obligations
As of June 30, 2026, the Company had minimum outstanding purchase obligations with AWS Enterprise, (“AWS”) of approximately $3.3 million for the remaining six months in 2026 due under a software license agreement that expires on December 31, 2026. The Company has an obligation to pay any shortfall if it does not meet the specified minimum purchase obligations. Under ASC 450 – Contingencies, the Company evaluated whether a loss contingency should be recognized for non-cancellable commitments that will not provide future economic benefits. During the year ended December 31, 2025, the Company performed a review of its cloud infrastructure strategy prompted by a downward revision in forecasted server cost spend for the full fiscal year 2025 and 2026. The lower spend identified in the year ended December 31, 2025 was attributable to server management optimization and efficiencies implemented during 2024 and 2025 and discounts received on prepayments under the AWS agreement. Due to the revised forecast, the Company identified a probable shortfall in the minimum purchase obligation of approximately $2.3 million. The Company determined that the unused portion of the AWS minimum commitment obligation is not probable of being recovered through usage or other means, and as such recorded a loss contingency in the three months ended June 30, 2025 of $2.3 million.
During the three months ended June 30, 2026, the Company conducted a similar analysis, and recorded a reduction in shortfall from minimum purchase obligation of $2.0 million. The reduction to the shortfall was primarily due to an increase in spending on artificial intelligence initiatives. For the three and six months ended June 30, 2026, the Company recorded a reduction in shortfall from minimum purchase obligation of $2.0 million and $2.2 million, respectively. As of June 30, 2026 and December 31, 2025, the Company had amounts due to AWS of $0.1 million and $2.3 million which is included in accounts payable and accrued expenses in these condensed consolidated balance sheet.