MKTW on Nasdaq

MARKETWISE, INC.

MARKETWISE, INC. is an American prepackaged software services company, incorporated in Delaware.1 It is headquartered in Baltimore, Maryland.1 Its shares trade on Nasdaq under the symbol MKTW.1

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Last updated Oct 20, 2026.

Overview

$328.1MRevenue, fiscal 20252
$5.6MNet income, fiscal 20252

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  • TickerMKTW on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersBaltimore, Maryland1
  • Incorporated inDE3
  • Business address1125 N. Charles Street, Baltimore, Md 212013
  • Filer categoryNon-accelerated filer, Smaller reporting company3

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We started in 1999 with the simple idea that, if we could publish intelligent, independent, insightful, and in-depth investment research and treat the subscriber the way we would want to be treated, then subscribers would renew their subscriptions and stay with us. That simple idea worked and has guided our decisions ever since.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

19.1%Operating margin2
1.7%Net margin2
-19.7%Revenue growth, 20252
$45.6MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Subscription and Circulation brought in 100% of the revenue MARKETWISE, INC. broke down this way in fiscal 2025.

  1. Subscription and Circulation$322.9M2100%down 20% from 2024
  2. Advertising$45.0K20%down 94% from 2024
Products and services by year
Products and services202320242025
Subscription and Circulation$442.3M$404.5M$322.9M
Advertising$732.0K$766.0K$45.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue14¢$44.3M
  • Research and development3¢$8.8M
  • Other costs81¢$266.8M
  • Income tax1¢$2.6M
  • Profit2¢$5.6M

Out of $328.1M in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Capital spending1¢$391.0K
  • Share buybacks7¢$3.4M
  • Kept or used elsewhere92¢$42.2M

Out of $46.0M of cash from operations.2

Financial statements

Revenue67892$328.1M in 2025+24% since 2019
0$200.0M$400.0M$600.0M2019: $265.4M$265.4M20192020: $360.8M$360.8M2020+36%2021: $549.2M$549.2M2021+52%2022: $512.4M$512.4M2022−7%2023: $448.2M$448.2M2023−13%2024: $408.7M$408.7M2024−9%2025: $328.1M$328.1M2025−20%
Operating income67892$62.6M in 2025+145% since 2019
-$1.0B-$500.0M0$500.0M2019: $25.6M$25.6M20192020: -$538.7M-$538.7M20202021: -$967.6M-$967.6M2021+80%2022: $87.3M$87.3M20222023: $51.8M$51.8M2023−41%2024: $89.0M$89.0M2024+72%2025: $62.6M$62.6M2025−30%
Net income67892$5.6M in 2025−80% since 2019
-$1.5B-$1.0B-$500.0M0$500.0M2019: $28.0M$28.0M20192020: -$538.4M-$538.4M20202021: -$1.0B-$1.0B2021+88%2022: $18.0M$18.0M20222023: $1.8M$1.8M2023−90%2024: $7.1M$7.1M2024+296%2025: $5.6M$5.6M2025−20%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Total net revenue$328.1M$408.7M$448.2M
Cost of revenue$44.3M$50.7M$56.8M
Sales and marketing$131.0M$160.7M$198.6M
General and administrative$78.3M$90.7M$125.2M
Research and development$8.8M$9.9M$8.8M
Depreciation and amortization$2.2M$2.8M$3.8M
Impairment losses$380.0K$4.4M$2.6M
Related party expense$564.0K$525.0K$572.0K
Total operating expenses$265.5M$319.7M$396.4M
Income from operations$62.6M$89.0M$51.8M
Other income (expense), net$1.0M$2.1M-$611.0K
Interest income, net$3.0M$5.3M$4.9M
Income before income taxes$66.6M$96.4M$56.1M
Income tax expense$2.6M$3.3M$1.8M
Net income$64.0M$93.1M$54.3M
Net income attributable to noncontrolling interests$58.4M$86.0M$52.5M
Net income attributable to MarketWise, Inc.$5.6M$7.1M$1.8M
Earnings per share basic (USD per share)$2.41$3.67$1.12
Earnings per share diluted (USD per share)$2.31$3.58$1.07
Weighted average shares outstanding basic (in shares)2.3M shares1.9M shares1.6M shares
Weighted average shares outstanding diluted (in shares)2.4M shares2.0M shares1.7M shares

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Corporate structure

MARKETWISE, INC. sits at the top of its group. 16 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of MARKETWISE, INC.

  • Jared M. Kelly Filed SCHEDULE 13G/A on MARKETWISE, INC., latest Aug 17, 2026 (2 filings since Mar 14, 2022)
  • BlackRock Filed SCHEDULE 13G on MARKETWISE, INC., latest Jul 29, 2026 (5 filings since Oct 21, 2024)
  • Dale Lynch Filed SCHEDULE 13G/A on MARKETWISE, INC., latest Apr 23, 2026 (3 filings since Feb 14, 2022)
  • Pinkney Partners, L.P. Filed SCHEDULE 13G on MARKETWISE, INC., latest Mar 27, 2026
  • Frank Porter Stansberry Filed SCHEDULE 13D/A on MARKETWISE, INC., latest Mar 23, 2026 (12 filings since Feb 14, 2022)
  • Monument & Cathedral Holdings, LLC Filed SCHEDULE 13D/A on MARKETWISE, INC., latest Feb 17, 2026 (5 filings since Feb 15, 2022)
  • Barclays Filed SCHEDULE 13G on MARKETWISE, INC., latest Aug 12, 2025
  • Greenhaven Road Investment Management, L.P. Filed SCHEDULE 13D/A on MARKETWISE, INC., latest Feb 14, 2025 (3 filings since Sep 20, 2022)
  • Amber Lee Mason Filed SC 13G/A on MARKETWISE, INC., latest Nov 13, 2024 (3 filings since Feb 15, 2022)
  • Marco Ferri Filed SC 13G/A on MARKETWISE, INC., latest Nov 13, 2024 (3 filings since Feb 15, 2022)
  • Mark Patrick Arnold Filed SC 13G/A on MARKETWISE, INC., latest Jun 23, 2023 (2 filings since Feb 15, 2022)
  • Schonfeld Strategic Advisors LLC Filed SC 13G/A on MARKETWISE, INC., latest Feb 14, 2023 (2 filings since Feb 15, 2022)
  • MARKETWISE, INC. Baltimore, Maryland
    • 1729 Research, LLC Subsidiary · Maryland, United States
    • Alta Finance Group, LLC Subsidiary · Delaware, United States
    • Alta Trading Group, LLC Subsidiary · Delaware, United States
    • Brownstone Research, LLC Subsidiary · Delaware, United States
    • Chaikin Analytics, LLC Subsidiary · Delaware, United States
    • Chaikin Investments, LLC Subsidiary · Delaware, United States
    • Chaikin Resources, LLC Subsidiary · Delaware, United States
    • Finpub, LLC Subsidiary · Delaware, United States
    • InvestorPlace Media, LLC Subsidiary · Delaware, United States
    • MarketWise Publishing Group, LLC Subsidiary · Delaware, United States
    • MarketWise Solutions, LLC Subsidiary · Maryland, United States
    • Stansberry & Associates Investment Research, LLC Subsidiary · Maryland, United States
    • Tradesmith, LLC Subsidiary · Florida, United States
    • VRSH, LLC d/b/a Altimetry Subsidiary · Delaware, United States
    • Wide Moat, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What MARKETWISE, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.0M2 Dec 31, 2025$3.9M2 Dec 31, 2024−22.7%
Accumulated depreciation$2.6M2 Dec 31, 2025$3.3M2 Dec 31, 2024−22.5%
Property and equipment, net$453.0K2 Dec 31, 2025$592.0K2 Dec 31, 2024−23.5%
Operating-lease assets (leased space)$6.7M2 Dec 31, 2025$3.2M2 Dec 31, 2024+110.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$70.1M2 Dec 31, 2025$97.9M2 Dec 31, 2024−28.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$30.0M2 Dec 31, 2025$30.0M2 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$3.8M2 Dec 31, 2025$4.7M2 Dec 31, 2024−18.4%
Indefinite-lived intangibles (excluding goodwill)$1.1M2 Dec 31, 2025$1.1M2 Dec 31, 20240%
Finite-lived intangibles, gross$22.5M2 Dec 31, 2025$21.3M2 Dec 31, 2024+5.5%
Accumulated amortization$19.7M2 Dec 31, 2025$17.7M2 Dec 31, 2024+11.5%
Finite-lived intangibles, net$2.7M2 Dec 31, 2025$3.6M2 Dec 31, 2024−24.0%

Properties, in its own words

We lease all of our properties and do not own any real property. Our headquarters house our executive management team, content-producing teams, and our information technology, accounting and finance, human resources, and legal functional groups.

For leases that are scheduled to expire during the next 12 months, we may negotiate new lease agreements, renew existing lease agreements, or use alternate facilities. We believe that our properties are adequate for our needs and believe that we should be able to renew any of these leases or secure similar property without an adverse impact on our operations.

The rest of Item 2

Location · Type · Square Feet

Baltimore, MD · Office Space and headquarters · 46,000

Item 2 of the 10-K filed Mar 6, 2026.5

Leadership

Who has led MARKETWISE, INC., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Amber Lee Mason2023
  2. David Eifrig2025–now

Chief financial officer

  1. Dale Lynch2021
  2. James Andrew McGinness Iii.2022
  3. Stephen M. Park2023
  4. Erik Mickels2023–now

Chief operating officer

  1. Riaan Hodgson2020
  2. Amber Lee Mason2023
  3. Charles N. Curlett Jr.2023–2024
2025
Board members and other officers (25)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1729 Research, LLC Maryland4
  • Alta Finance Group, LLC Delaware4
  • Alta Trading Group, LLC Delaware4
  • Brownstone Research, LLC Delaware4
  • Chaikin Analytics, LLC Delaware4
  • Chaikin Investments, LLC Delaware4
  • Chaikin Resources, LLC Delaware4
  • Finpub, LLC Delaware4
  • InvestorPlace Media, LLC Delaware4
  • MarketWise Publishing Group, LLC Delaware4
  • MarketWise Solutions, LLC Maryland4
  • MarketWise, LLC Delaware4
  • Stansberry & Associates Investment Research, LLC Maryland4
  • Tradesmith, LLC Florida4
  • VRSH, LLC d/b/a Altimetry Delaware4
  • Wide Moat, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Ascendant Digital Acquisition Corp.Mar 13, 2020 to Jul 21, 20213

Timeline

  1. Sep 24, 20268-K Regulation FD disclosure47
  2. Aug 12, 20268-K Shareholder vote48
  3. Aug 6, 20268-K Results of operations49
  4. Jul 10, 20268-K Results of operations50
  5. Jun 8, 20268-K Shareholder vote51
  6. May 7, 20268-K Results of operations; Other events52
  7. Apr 24, 20268-K Entered a material agreement53
  8. Apr 13, 20268-K Results of operations54
  9. Mar 17, 20268-K Regulation FD disclosure55
  10. Mar 6, 20268-K Results of operations56
  11. Mar 3, 20268-K Regulation FD disclosure57
  12. Feb 19, 20268-K Regulation FD disclosure58
  13. Oct 6, 2025New chief executive David Eifrig becomes CEO15
  14. Aug 15, 2023New chief executive Amber Lee Mason becomes CEO16

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.58 a share, on Nov 6, 2025.59

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results49
  2. Jul 10, 2026Reported quarterly or annual results50
  3. May 7, 2026Reported quarterly or annual results52
  4. Apr 13, 2026Reported quarterly or annual results54
  5. Mar 6, 2026Reported quarterly or annual results56
  6. Jan 22, 2026Reported quarterly or annual results60
  7. Nov 6, 2025Reported quarterly or annual results61
  8. Aug 7, 2025Reported quarterly or annual results62

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

380 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 77 major events, 166 insider forms, 57 large holders, 59 other. The latest 20:

  1. Sep 24, 20268-K EDGAR
  2. Aug 17, 2026SCHEDULE 13G/A EDGAR
  3. Aug 12, 20268-K/A EDGAR
  4. Aug 6, 20268-K EDGAR
  5. Aug 6, 202610-Q EDGAR
  6. Jul 29, 2026SCHEDULE 13G EDGAR
  7. Jul 10, 20268-K EDGAR
  8. Jul 2, 20264 EDGAR
  9. Jul 2, 20264 EDGAR
  10. Jul 2, 20264 EDGAR
  11. Jun 8, 20264 EDGAR
  12. Jun 8, 20264 EDGAR
  13. Jun 8, 20264 EDGAR
  14. Jun 8, 20264 EDGAR
  15. Jun 8, 20264 EDGAR
  16. Jun 8, 20268-K EDGAR
  17. May 26, 20264 EDGAR
  18. May 22, 20264 EDGAR
  19. May 19, 20264 EDGAR
  20. May 14, 20264 EDGAR

The 380 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

95 open-market trades by officers, directors and large owners since October 2021: 53 buys and 42 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 1, 2026Galsim MarcoChief Information OfficerSale3,294$19.14$63.0KForm 4
Jul 1, 2026Forney Scott DanielGeneral CounselSale711$19.14$13.6KForm 4
Jul 1, 2026Mickels ErikChief Finacial OfficerSale3,973$19.14$76.0KForm 4
May 22, 2026Stansberry Frank PorterDirectorBuy10,000$17.88$178.8KForm 4
May 20, 2026Stansberry Frank PorterDirectorBuy20,100$17.21$345.9KForm 4
May 18, 2026Stansberry Frank PorterDirectorBuy3,623$16.50$59.8KForm 4
May 15, 2026Stansberry Frank PorterDirectorBuy11$16.71$184Form 4
May 14, 2026Stansberry Frank PorterDirectorBuy20,000$18.12$362.4KForm 4
May 12, 2026Stansberry Frank PorterDirectorBuy10,000$18.50$185.0KForm 4
May 11, 2026Stansberry Frank PorterDirectorBuy10,000$18.89$188.9KForm 4
May 8, 2026Stansberry Frank PorterDirectorBuy41,375$18.99$785.7KForm 4
Mar 23, 2026Mickels ErikChief Finacial OfficerSale6,000$14.70$88.2KForm 4
Mar 20, 2026Stansberry Frank PorterDirectorBuy17,270$15.19$262.4KForm 4
Mar 19, 2026Stansberry Frank PorterDirectorBuy23,103$14.28$329.9KForm 4
Mar 19, 2026Mickels ErikChief Finacial OfficerSale3,334$13.83$46.1KForm 4
Mar 18, 2026Mickels ErikChief Finacial OfficerSale6,666$14.10$94.0KForm 4
Mar 11, 2026Mickels ErikChief Finacial OfficerSale6,666$14.73$98.2KForm 4
Mar 10, 2026Mickels ErikChief Finacial OfficerSale3,334$15.20$50.7KForm 4
Jun 17, 2025Mickels ErikChief Finacial OfficerBuy940$17.94$16.9KForm 4
Sep 18, 2024Tongue Glenn HDirectorBuy5,000$0.70$3.5KForm 4

All 95 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Erik MickelsChief Operating and Financial Officer49$1.0M$3.0M89
2025Dr. David EifrigChief Executive Officer67$909.7K$1.9M89
2025Marco GalsimChief Information Officer52$525.0K$681.7K89
2024Erik MickelsChief Operating and Financial Officer49$1.0M$3.2M89
2024Dr. David EifrigChief Executive Officer67$750.0K$1.8M89
2024Marco GalsimChief Information Officer52$475.0K$1.2M89

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 51. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Barclays PLC152,675$2.7M0.0%+875
BlackRock, Inc.145,952$2.6M0.0%+23,927
Bass Sid R145,524$2.6M100.0%+10,408
Phraction Management LLC92,316$1.6M0.4%−6,000
Vanguard Capital Management LLC63,973$1.1M0.0%+25
Geode Capital Management, LLC55,625$992.4K0.0%+6,383
State Street Corp32,943$587.7K0.0%+5,176
Aqr Capital Management LLC32,085$572.4K0.0%+18,388
Renaissance Technologies LLC25,799$460.3K0.0%−1,375
MTM Investment Management, LLC23,735$423.4K0.1%+4,531
Northern Trust Corp15,928$284.2K0.0%+2,717
Formidable Asset Management, LLC14,999$272.2K0.0%No change
Vanguard Portfolio Management LLC14,496$258.6K0.0%+4,542
Vanguard Fiduciary Trust Co12,393$221.1K0.0%+323
Vident Advisory, LLC12,090$215.7K0.0%New
Copeland Capital Management, LLC7,545$134.6K0.0%New
Russell Investments Group, Ltd.7,370$131.5K0.0%+4,583
Morgan Stanley4,346$77.5K0.0%+1,679
Fmr LLC3,267$58.3K0.0%+22
UBS Group AG2,718$48.5K0.0%−4
Rhumbline Advisers1,847$32.9K0.0%−932
Wells Fargo & Company/mn1,839$32.8K0.0%+1,189
Royal Bank Of Canada1,428$25.0K0.0%+1,099
Jpmorgan Chase & Co1,039$18.3K0.0%−379
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.1,010$18.0K0.0%−20

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How MARKETWISE, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMARKETWISE, INC.1
  • CIK0001805651
  • Employer ID (EIN)87-17679145
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address1125 N. Charles Street, Baltimore, MD 212011
  • Phone(888) 438-96941
  • Shares outstanding2,448,135 Common Class A shares; 13,612,641 Common Class B shares as of Mar 2, 20265
  • Public float$45.4M as of Jun 30, 20255
  • AuditorGrant Thornton LLP, Arlington, Virginia PCAOB ID 248; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMar 13, 20201
  • Filings510 in all: 4 (170), 8-K (90), 3 (35), SC 13G (27), 425 (20), 10-Q (18), 424B3 (16), SC 13G/A (16)1
    All 44 form types

    SC 13D/A (12), 144 (9), CORRESP (9), UPLOAD (8), EFFECT (7), 10-K (6), DEF 14A (6), DEFA14A (5), S-4/A (5), SCHEDULE 13D/A (4), SCHEDULE 13G (4), SCHEDULE 13G/A (4), 8-K/A (3), POS AM (3), SC 13D (3), 10-K/A (2), 144/A (2), 5 (2), 8-A12B (2), CERT (2), S-1 (2), S-4 (2), S-8 (2), SC TO-I/A (2), 25 (1), 25-NSE (1), 3/A (1), 424B4 (1), ARS (1), DFAN14A (1), DRS (1), NT 10-Q (1), PRE 14A (1), S-1/A (1), S-1MEF (1), SC TO-I (1)

  • Latest filingsAnnual report (10-K) Mar 6, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Sep 24, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 par value per shareMKTWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 6, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks MARKETWISE, INC. names in Item 1A of its 10-K filed Mar 6, 2026: 46 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Our business depends on our ability to attract new subscribers and persuade them to renew their subscriptions and purchase additional products and services from us. If we are unable to attract new subscribers or fail to engage existing subscribers, our revenue and operating results may suffer.
  • If we fail to adequately market our products and services, or to monitor and manage our use of social media platforms as marketing tools, it could harm our business’s operations and financial condition.
  • Failure to maintain and protect our reputation for trustworthiness and independence may harm our business. In addition, our business, results of operations, and financial condition could suffer from attacks on the reputation of any of our current or former directors, officers, key contributors, editors, or editorial staff.
  • If we fail to effectively manage our growth, our business, results of operations, and financial condition could be harmed.
  • Our future success depends on attracting, developing, and retaining capable management, editors, and other key personnel.
  • We face significant competition. Many of our competitors and potential competitors have larger customer bases, more established brand recognition, and greater financial, marketing, technological, and personnel resources than we do, which could put us at a competitive disadvantage. Additionally, some of our competitors and potential competitors are better capitalized than we are and are able to obtain capital more easily, which could put us at a competitive disadvantage.
  • Adverse or weakened conditions in the financial sector, global financial markets, and the broader global economy, trade policies, and geopolitical events may impact our business, financial conditions and results of operations.
  • Our success depends on our ability to respond to and adapt to changes in technology and consumer behavior.
  • If we are unable to successfully integrate acquisitions, identify and integrate future acquisitions, or dispose of assets and businesses, our results of operations could be adversely affected.
  • Because we recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.
  • Our business, products, and facilities are at risk of a number of material disruptive events that our operational risk management and business continuity programs may not be adequate to address.
The other 35 risks
  • Disruptions to our third-party technology providers and management systems could harm our business and lead to loss of subscribers.
  • We may require additional capital to support business growth, and such capital might not be available on acceptable terms, if at all.
  • We are subject to payment processing risk.
  • Risks Related to Legal and Regulatory Matters
  • Failure to comply with federal and state securities laws and regulations, or other regulatory action or investigations, could harm our business.
  • We could face liability for the information and data we collect and distribute or the reports and other documents produced by our software products.
  • We may not adequately protect or enforce our own intellectual property and may incur costs to defend against, or face liability for, intellectual property infringement claims (or related claims) of others.
  • Our database and network facilities, and those of our third-party service providers, could fail, become unavailable, or otherwise inadequate, and are subject to cybersecurity risks. Failures of our internal security measures or breach of our privacy protections could cause us to lose subscribers and subject us to liability.
  • We are subject to laws, regulations, and industry standards related to data privacy, data protection, and information security, including industry requirements such as the Payment Card Industry Data Security Standard. Our actual or perceived failure to comply with such obligations could harm our business.
  • Compliance with ever-evolving federal and state laws relating to consumer protection and communication privacy laws, and any failure by us to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
  • Adverse litigation judgments or settlements resulting from legal proceedings relating to our business operations could materially adversely affect our business, results of operations, and financial condition.
  • Our use of artificial intelligence technologies may not be successful and may present business, compliance, and reputational risks.
  • Our failure to comply with the anti-corruption, trade compliance, and economic sanctions laws and regulations of the United States and applicable international jurisdictions could materially adversely affect our reputation and results of operations.
  • Changes in our income tax payments or adverse outcomes resulting from examination of our income or other tax returns or changes in legislation could hurt our business, financial condition, and results of operations.
  • Risks Related to Our Organizational Structure
  • The Tax Receivable Agreement requires MarketWise, Inc. to make cash payments to the MarketWise Members in respect of certain tax benefits to which MarketWise, Inc. may become entitled, and no such payments will be made to any holders of our Class A common stock unless such holders are also MarketWise Members. The payments MarketWise, Inc. will be required to make under the Tax Receivable Agreement may be substantial.
  • In certain cases, future payments under the Tax Receivable Agreement to the MarketWise Members may be accelerated or significantly exceed the actual benefits MarketWise, Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement.
  • MarketWise, Inc. will not be reimbursed for any payments made to the MarketWise Members under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
  • If MarketWise, Inc. were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, MarketWise, Inc. and MarketWise, LLC might be subject to potentially significant tax inefficiencies, and MarketWise, Inc. would not be able to recover payments previously made by it under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
  • If MarketWise, Inc. were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
  • Risks Related to Ownership of Our Class A common stock
  • If we do not maintain compliance with Nasdaq continued listing standards, we could be delisted from The Nasdaq Stock Market, which would negatively impact our business, our ability to raise capital, and the market price and liquidity of our Class A Common Stock.
  • Purchases of shares of our common stock by us pursuant to a stock repurchase program may affect the value of our common stock, and there can be no assurance that our stock repurchase program will enhance stockholder value.
  • Our “emerging growth company” status expired on December 31, 2025, which could increase the costs and demands on management in connection with complying with non-emerging growth company requirements.
  • We qualify as a smaller reporting company, and the reduced disclosure requirements applicable to smaller growth companies and smaller growth companies may make our securities less attractive to investors.
  • The dual class structure of our common stock may adversely affect the trading price or liquidity of our Class A common stock.
  • The MarketWise Members have significant influence over us, including control over decisions that require the approval of MarketWise, Inc. stockholders.
  • The MarketWise Members have the right to have their LLC Units redeemed or exchanged into shares of Class A common stock, which, if exercised, will dilute your economic interest in MarketWise, Inc.
  • We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect our securityholders, which could depress the price of our securities.
  • The requirements of being a public company require significant resources and management attention and affect our ability to attract and retain executive management and qualified members to our Board.
  • If we identify additional material weaknesses in our internal control over financial reporting we may be unable to produce timely and accurate financial statements, which could adversely affect our business and market price of our Class A common stock.
  • The market price and trading volume of our securities has been volatile, and could decline significantly, and you could lose all or part of your investment.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price and trading volume of our securities could decline.
  • We may be subject to securities class action, which may harm our business and operating results.
  • Continued payment of dividends on our Class A common stock are subject to the continued discretion of our Board and, consequently, shareholders’ ability to achieve a return on their investment could become limited to appreciation in the price of our common stock.
  • Investments in equity securities are subject to loss in value.
  • Delaware law and our Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • The provisions of our Charter requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Legal proceedings

We are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. Although the outcomes of these claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters would not be expected to have a material adverse effect on our financial position, results of operations, or cash flows.

On November 22, 2024, the Company's former Chief Executive Officer, Mark Arnold ("Claimant"), filed a demand for arbitration ("Demand") with the American Arbitration Association ("AAA"). The Demand includes claims against MarketWise, Inc. and MarketWise, LLC (collectively, the "Respondent") for (i) breach of employment agreement between Claimant and Respondent dated December 1, 2019; (ii) breach of letter agreement between Claimant and Respondent dated November 17, 2022; and (iii) violation of the Maryland Payment and Collection Wage Act. Claimant seeks (i) money damages in excess of $9,000,000; (ii) treble damages pursuant to the Maryland Payment and Collection Wage Act; (iii) incidental and consequential damages; (iv) attorneys' fees and costs; and (v) prejudgment interest. We have defenses and intend to vigorously defend against the claims brought by Mark Arnold in this matter.

The opening of Item 3, Legal Proceedings.5

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