MarketWise, Inc. Announces Receipt of Unsolicited Proposal

Rhea-AI Summary

MarketWise (NASDAQ: MKTW) said on Oct 29, 2025 that it received an unsolicited proposal from Monument & Cathedral Holdings to acquire all outstanding equity interests it does not already own for $17.25 per share, contingent on termination of MarketWise's tax receivable agreement. The Company said its Board is reviewing the Proposal with advisors and that the Proposal may or may not lead to a transaction. A copy of the Proposal was filed as Exhibit 99.2 to MarketWise's Form 8-K on Oct 30, 2025.

Positive

• $17.25 per share cash offer provides a firm disclosed price
• Company filed the Proposal as Exhibit 99.2 to its Form 8-K on Oct 30, 2025
• Board is reviewing the Proposal with advisors, indicating formal evaluation

Negative

• Offer is contingent on termination of the company's tax receivable agreement
• Company warned the Proposal may not lead to a transaction, creating uncertainty for shareholders

Insights

Corporate transactions analyst

MarketWise received an unsolicited cash offer of 17.25 per share; Board is reviewing and no agreement exists.

MarketWise disclosed a proposal from Monument & Cathedral Holdings, LLC to buy the outstanding equity not owned by the buyer for 17.25 per share, contingent on termination of the company’s tax receivable agreement; the full Proposal appears as Exhibit 99.2 to the Form 8-K filed October 30, 2025. The Board has engaged advisors and is evaluating the Proposal but has not reached a definitive agreement and will only update if required by U.S. securities law.

The key dependency is the contingency tied to termination of the tax receivable agreement; that condition directly affects deal feasibility and the structure of proceeds to sellers. Also notable is the explicit statement that the Proposal may or may not lead to a transaction, which leaves timing and outcome uncertain. Watch for a definitive agreement filing, any amendment to the contingency terms, and the timing of a Board recommendation within the next typical M&A run-rate of weeks to a few months.

Deal structuring specialist

Unsolicited offer sets a concrete cash headline price but attaches a material legal/structural contingency.

The Proposal offers immediate cash consideration per share but makes the bid conditional on terminating a tax receivable agreement, which is a legal and financial step that can materially change net proceeds and require negotiation or third-party consents. The company’s choice to file the Proposal as Exhibit 99.2 to the Form 8-K preserves full disclosure while signaling the Board is following governance and disclosure protocols.

Critical near-term items to monitor include whether the parties reach a definitive agreement, any waivers or settlements related to the tax receivable agreement, and filings that disclose purchaser financing, termination payments, or Board recommendation; expect such disclosures if the process advances within weeks to months. Without those concrete developments, the announcement is informative but not determinative for stakeholders.

BALTIMORE, Oct. 29, 2025 (GLOBE NEWSWIRE) -- MarketWise, Inc. (NASDAQ: MKTW) (“MarketWise” or the “Company”), a leading multi-brand digital subscription services platform that provides premium financial research, software, education, and tools for self-directed investors, today announced that it has received a proposal (the "Proposal") from Monument & Cathedral Holdings, LLC (collectively with its affiliates, “M&C”) to acquire all of the outstanding equity interests of each of MarketWise, Inc. and Marketwise, LLC that are not owned directly or indirectly by M&C, for cash consideration of $17.25 per share, which is contingent upon the termination of Marketwise, Inc.’s tax receivable agreement. The Company’s Board of Directors is reviewing this Proposal in consultation with its advisors. This Proposal may or may not lead to a transaction, and the Company does not intend to update disclosures regarding the Proposal unless a definitive agreement has been reached or disclosure is otherwise required under applicable U.S. securities laws. The summary of the Proposal is qualified in its entirety by reference to the full text of the Proposal, a copy of which was filed as Exhibit 99.2 to the Company’s Form 8-K filed on October 30, 2025.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the financial position, business strategy, the plans and objectives of management for future operations, and the potential for future transactions. These forward-looking statements generally are identified by the words “estimate,” “believe,” “project,” “expect,” “anticipate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: our ability to attract new subscribers and to persuade existing subscribers to renew their subscription agreements with us and to purchase additional products and services from us; our ability to adequately market our products and services, and to develop additional products and product offerings; our ability to manage our growth effectively, including through acquisitions; failure to maintain and protect our reputation for trustworthiness and independence; our ability to attract, develop, and retain capable management, editors, and other key personnel; our ability to grow market share in our existing markets or any new markets we may enter; adverse or weakened conditions in the financial sector, global financial markets, and global economy; current macroeconomic events, including heightened inflation, rise in interest rates and the potential for an economic recession; failure to comply with laws and regulations or other regulatory action or investigations, including the Advisers Act; our ability to respond to and adapt to changes in technology and consumer behavior; failure to successfully identify and integrate acquisitions, or dispose of assets and businesses; our public securities’ potential liquidity and trading; the impact of the regulatory environment and complexities with compliance related to such environment; our future capital needs; our ability to maintain an effective system of internal control over financial reporting, and to address and remediate existing material weaknesses in our internal control over financial reporting; and other factors beyond our control.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our filings with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We do not give any assurance that we will achieve our expectations.

MarketWise Investor Relations Contact
Email: ir@marketwise.com

MarketWise Media Contact
Email: media@marketwise.com

FAQ

What did MarketWise (MKTW) announce on Oct 29, 2025 about a buyout proposal?

MarketWise announced it received an unsolicited proposal from Monument & Cathedral Holdings to buy outstanding equity for $17.25 per share, contingent on terminating its tax receivable agreement.

Is the $17.25 per share offer for MKTW final and guaranteed?

No. The offer is conditional and contingent on termination of MarketWise's tax receivable agreement and may not lead to a transaction.

Has MarketWise (MKTW) disclosed the full proposal document and when?

Yes. A copy of the Proposal was filed as Exhibit 99.2 to MarketWise's Form 8-K filed on Oct 30, 2025.

What is the MarketWise board doing in response to the unsolicited proposal for MKTW?

The Company's Board of Directors is reviewing the Proposal with advisors to evaluate the potential transaction.

How certain is it that Monument & Cathedral Holdings' proposal will close for MKTW shares?

Uncertain; MarketWise stated the Proposal may or may not lead to a transaction and the contingency on the tax receivable agreement remains.