MarketWise Shareholders Approve 1.63M-Share Equity Plan Increase

Rhea-AI Filing Summary

MarketWise, Inc. (Nasdaq: MKTW) filed a Form 8-K to report the results of its 2025 Annual Meeting held on June 12, 2025. Stockholders approved an amendment to the company’s 2021 Incentive Award Plan, increasing the total share pool available for equity-based compensation by 1,630,554 shares. The amendment had been previously adopted by the Board, contingent on stockholder approval, and is now fully effective.

The filing incorporates by reference the detailed discussion contained in the company’s definitive proxy statement dated April 30, 2025. The full, amended plan is provided as Exhibit 10.1. No other material items—such as financial results, mergers, or leadership changes—were disclosed in this report.

Key exhibit list:

• 10.1 – Amendment to the MarketWise, Inc. 2021 Incentive Award Plan
• 104 – Cover Page Interactive Data File (Inline XBRL)

The 8-K was signed by General Counsel Scott Forney on June 18, 2025.

Positive

• None.

Negative

• Potential dilution: The reserve for stock-based awards rises by 1,630,554 shares, incrementally diluting existing shareholders when issued.

Insights

Compensation & Governance Specialist

Share pool rises 1.6 M; talent incentive maintained, dilution limited—overall neutral.

The filing discloses stockholder approval to add 1,630,554 shares to the 2021 Incentive Award Plan. This is a classic Item 5.02 event because it changes potential executive and employee equity compensation. The company obtained prior board approval and then sought shareholder ratification, satisfying best-practice governance steps.

Materiality hinges on context: the new pool represents additional potential equity issuance but the filing does not state total shares outstanding or prior plan size, so absolute dilution cannot be quantified here. Nevertheless, the board preserved alignment by requiring shareholder consent, which mitigates governance risk. There are no preferential pricing or acceleration provisions mentioned; therefore, plan economics appear unchanged aside from the larger share reserve.

For investors, the amendment signals ongoing reliance on equity incentives to recruit and retain key personnel—standard for growth-oriented digital content businesses. Because the increase is modest relative to typical mid-cap plans and fully disclosed, the change is unlikely to shift compensation risk or control dynamics in a meaningful way. Net impact is neutral.

Equity Capital Analyst

The additional 1.63 million shares create potential dilution, but the filing provides no denominator, so an exact percentage cannot be calculated. If MarketWise still has roughly 33 million Class A shares outstanding as last reported, the incremental dilution would be about 5 %, which is within normal annual burn rates for technology-enabled firms.

Importantly, this is authorization only; issuance occurs over time as options or RSUs vest, meaning immediate EPS impact is nil. Cash flow is unaffected. The move does not add debt or alter capital structure beyond future equity distribution. Because Nasdaq rules already allow up to 20 % without separate approval, the shareholder vote further legitimizes issuance.

No other operational or financial metrics changed, and there is no reference to exiting officers or compensation guarantees. Absent further context, the amendment neither strengthens nor weakens near-term fundamentals. Investors should monitor future equity grants for burn-rate discipline, but today’s disclosure alone is neutral to valuation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2025

MarketWise, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39405			87-1767914
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
1125 N. Charles St.
			Baltimore, Maryland 21201
(Address of principal executive offices, including zip code)

(888) 261-2693

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

MKTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As further described in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 13, 2025, MarketWise, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 12, 2025. At the Annual Meeting, the Company’s stockholders approved an amendment to the MarketWise, Inc. 2021 Incentive Award Plan (the “2021 Plan”) to increase the shares reserved for issuance under the 2021 Plan by 1,630,554 shares (the “Amendment”). The Amendment was previously adopted by the Company’s board of directors subject to stockholder approval. The 2021 Plan and the Amendment are described in greater detail in the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on April 30, 2025 (the “Proxy Statement”) under the caption “Proposal 2: Amendment to 2021 Incentive Award Plan,” which disclosure is incorporated herein by reference. The description of the 2021 Plan, as amended by the Amendment contained in the Proxy Statement as Appendix A, is qualified in its entirety by reference to the full text of the 2021 Plan as amended by the Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1						Amendment to the MarketWise, Inc. 2021 Incentive Award Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MarketWise, Inc.
Date: June 18, 2025			By:			/s/ Scott Forney
			Name:			Scott Forney
			Title:			General Counsel

FAQ

What did MarketWise (MKTW) disclose in its June 12 2025 Form 8-K?

The company reported shareholder approval of an amendment adding 1,630,554 shares to its 2021 Incentive Award Plan.

How many additional shares were added to MarketWise’s 2021 Incentive Award Plan?

1,630,554 shares were added to the plan’s share reserve.

When was the amendment to the incentive plan approved by shareholders?

Approval occurred at the Annual Meeting on June 12, 2025.

Which exhibit contains the full amended incentive plan?

Exhibit 10.1 includes the complete text of the amended 2021 Incentive Award Plan.

Did the Form 8-K include any financial results or earnings guidance?

No. The filing focused solely on the incentive plan amendment and contained no financial performance data.