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MarketWise, Inc. Confirms that Monument & Cathedral has Withdrawn its Unsolicited Acquisition Proposal

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MarketWise (NASDAQ: MKTW) confirmed that Monument & Cathedral withdrew its unsolicited non-binding Proposal to buy outstanding shares for $17.25 per share, contingent on terminating the company’s tax receivable agreement. The Special Committee found the offer undervalued the stock and declined further engagement.

MarketWise reiterated its standalone strategy: growing high-margin subscription sales, improving efficiency, returning capital, and preparing to report Q4 and full-year 2025 results in March 2026. Preliminary results show Q4 Billings +42% YoY, 2025 CFFO $45 million, and a 13% cash dividend yield for FY2025.

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Positive

  • Billings +42% year-over-year in fourth quarter
  • Cash Flow from Operating Activities (CFFO) $45 million for 2025
  • Cash dividend yield of 13% for FY2025
  • Special Committee rejected undervalued $17.25-per-share offer

Negative

  • Unsolicited $17.25-per-share Proposal withdrawn, creating potential strategic distraction

Key Figures

Acquisition proposal price: $17.25 per share Q4 billings growth: 42% year-over-year FY 2025 CFFO: $45 million +1 more
4 metrics
Acquisition proposal price $17.25 per share Withdrawn unsolicited cash offer from Monument & Cathedral
Q4 billings growth 42% year-over-year Preliminary unaudited fourth quarter 2025 billings
FY 2025 CFFO $45 million Full-year 2025 cash flow from operating activities, beat guidance
FY 2025 dividend yield 13% Cash dividend yield for fiscal year 2025

Market Reality Check

Price: $14.40 Vol: Volume 7,947 is below the...
low vol
$14.40 Last Close
Volume Volume 7,947 is below the 20-day average of 12,200 (relative volume 0.65x). low
Technical Shares trade below the 200-day MA of 16.79 and sit 33.72% below the 52-week high.

Peers on Argus

Peers show mixed, mostly modest moves: BTOG +3.33%, VALU -1.55%, DNB +0.11%, LRF...

Peers show mixed, mostly modest moves: BTOG +3.33%, VALU -1.55%, DNB +0.11%, LRFC +0.10%, FMY +0.33%, with no names in the momentum scanner. This points to a stock-specific narrative.

Historical Context

5 past events · Latest: Jan 22 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Jan 22 Prelim Q4 results Positive +7.0% Strong Q4 and FY 2025 billings and CFFO beating guidance.
Nov 20 Advisors for committee Neutral +1.1% Special Committee names financial and legal advisors for proposal review.
Nov 06 Q3 earnings, dividends Positive +1.9% Q3 2025 results, higher billings, and dividends totaling $1.90 per share.
Nov 03 Dividend declaration Positive -2.3% Board declares quarterly and special dividends lifting FY 2025 yield to 13%.
Oct 29 Unsolicited proposal Positive -1.9% Disclosure of unsolicited $17.25 per share acquisition proposal contingent on TRA end.
Pattern Detected

Recent fundamentally positive updates and the original proposal news generally saw modestly positive price reactions, while dividend and initial bid announcements showed some divergence.

Recent Company History

Over the past few months, MarketWise highlighted improving fundamentals and capital returns. On Oct 29, 2025, it disclosed an unsolicited $17.25 per share proposal, followed by dividend declarations taking FY 2025 payouts to $1.90 per share. Q3 2025 results on Nov 6 showed higher billings and income, and preliminary Q4 2025 data on Jan 22, 2026 indicated billings up 42% YoY and FY 2025 CFFO of $45M. Today’s confirmation of the proposal’s withdrawal comes after this period of strengthening operations and shareholder returns.

Market Pulse Summary

This announcement confirms that a previously disclosed unsolicited $17.25 per share acquisition prop...
Analysis

This announcement confirms that a previously disclosed unsolicited $17.25 per share acquisition proposal has been withdrawn after the Special Committee indicated it undervalued MarketWise. Management instead highlights operational progress, including Q4 billings up 42% year-over-year, FY 2025 CFFO of $45M, and a 13% cash dividend yield. Investors may focus on upcoming detailed Q4 and FY 2025 results, execution on subscription growth, cost efficiency, and ongoing capital return decisions.

Key Terms

tax receivable agreement, cash flow from operating activities, cffo
3 terms
tax receivable agreement financial
"contingent upon termination of the Company’s tax receivable agreement"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
cash flow from operating activities financial
"full-year 2025 Cash Flow from Operating Activities (CFFO) reached $45 million"
Cash flow from operating activities is the amount of actual cash a company earns or uses from its core business work—money collected from customers minus cash paid for things like suppliers, wages, and everyday bills—similar to a household’s paycheck minus monthly living expenses. Investors watch it because it shows whether the business’s regular operations generate real cash to pay debts, fund growth, or return money to shareholders, and it’s harder to fake than accounting profit.
cffo financial
"full-year 2025 Cash Flow from Operating Activities (CFFO) reached $45 million"
Cash flow from operations (CFFO) is the amount of cash a company generates from its core business activities, after accounting for everyday receipts and payments like sales receipts, supplier bills, wages and operating expenses. Investors use it as a reality check on reported profits—like looking at actual cash in your bank versus a credit-card balance—to see whether the business can sustain operations, pay debts, and fund dividends or growth without relying on one‑time items or financing.

AI-generated analysis. Not financial advice.

BALTIMORE, Feb. 18, 2026 (GLOBE NEWSWIRE) -- MarketWise, Inc. (NASDAQ: MKTW) (“MarketWise” or the “Company”) today confirmed that Monument & Cathedral Holdings, LLC (collectively with its affiliates, “M&C”) has withdrawn its previously disclosed unsolicited non-binding proposal (the “Proposal”) to acquire all the outstanding securities of the Company and MarketWise, LLC that are not owned by M&C for cash consideration of $17.25 per share, contingent upon termination of the Company’s tax receivable agreement (the “Proposal”). The Proposal was previously announced by the Company on October 29, 2025.

M&C withdrew its Proposal after feedback from the Special Committee of the Company’s Board of Directors that its offer price per share undervalued the Company’s stock. The Special Committee of the Company’s Board of Directors carefully evaluated the Proposal, consistent with its fiduciary duties and in consultation with independent legal and financial advisors, with a focus on maximizing value for shareholders.

The Company remains committed to its standalone strategy of driving sustainable growth in high-margin subscription sales, enhancing operational efficiency, and returning capital to shareholders through dividends and potential share repurchases.

Recently announced preliminary unaudited results underscore the success of this strategy: fourth quarter Billings increased 42% year-over-year, and full-year 2025 Cash Flow from Operating Activities (CFFO) reached $45 million, beating guidance for both Billings and CFFO. The Company’s operational momentum and strong balance sheet also supported a strong cash dividend yield of 13% for FY 2025.1

Management and the Board continue to prioritize executing against key strategic priorities, including product innovation, subscriber acquisition and retention, expansion of premium offerings, and prudent cash management to support long-term shareholder value creation. The Company will release fourth quarter and full-year 2025 financial results in March 2026.

About MarketWise

Founded with a mission to level the playing field for self-directed investors, today MarketWise is a leading multi-brand subscription services platform providing premium financial research, software, education, and tools for investors.

With more than 25 years of operating history, MarketWise serves a community of millions of free and paid subscribers. MarketWise’s products are a trusted source for high-value financial research, education, actionable investment ideas, and investment software. MarketWise is a 100% digital, direct-to-customer company offering its research across a variety of platforms including mobile, desktops, and tablets. MarketWise has a proven, agile, and scalable platform and our vision is to become the leading financial solutions platform for self-directed investors.

_____________________________

1 Calculated using the closing price of MarketWise, Inc. Class A Common Stock on December 31, 2025. Dividends paid in 2025 totaled $1.90 consisting of Regular Dividends paid on March 31, 2025, June 25, 2025, September 25, 2025, and December 24, 2025; and Special Dividends paid to Class A shareholders on February 26, 2025, June 25, 2025, September 25, 2025, and December 24, 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 Investment Advisers Act of 1940, as amended; 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 Information

Email: ir@marketwise.com

MarketWise Media Contact

Email: media@marketwise.com


FAQ

Did Monument & Cathedral withdraw its acquisition proposal for MarketWise (MKTW)?

Yes. According to the company, Monument & Cathedral withdrew its unsolicited Proposal to acquire outstanding shares for $17.25 per share. The Special Committee evaluated and concluded the offer undervalued the company, prompting withdrawal and no further engagement.

What was the offer price in the withdrawn Monument & Cathedral Proposal for MKTW?

The offer was $17.25 per share in cash. According to the company, the Proposal was contingent on terminating the tax receivable agreement and was deemed by the Special Committee to undervalue the company.

How did MarketWise perform operationally in Q4 and full-year 2025 (MKTW)?

MarketWise reported strong preliminary operational momentum: Q4 Billings increased 42% year-over-year. According to the company, full-year 2025 CFFO reached $45 million, beating guidance for both Billings and CFFO.

What shareholder returns did MarketWise (MKTW) report for FY2025?

MarketWise delivered a reported cash dividend yield of 13% for FY2025. According to the company, its strong balance sheet supported that dividend and potential future share repurchases as part of capital return plans.

When will MarketWise (MKTW) release its fourth quarter and full-year 2025 financial results?

MarketWise will release fourth quarter and full-year 2025 financial results in March 2026. According to the company, the March release will provide audited figures and full financial detail following the preliminary unaudited results.
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