[8-K] MARKETWISE, INC. Reports Material Event

Rhea-AI Filing Summary

MarketWise, Inc. (MKTW) reported that a Special Committee of its Board has retained Centerview Partners LLC as financial advisor and Kirkland & Ellis LLP as legal advisor. The committee is evaluating an unsolicited, non-binding proposal from Monument & Cathedral Holdings, LLC and its affiliates to acquire all MarketWise equity interests they do not already own for cash consideration of $17.25 per share.

The Special Committee’s mandate is to review this proposal and any alternatives that may be available to the company. MarketWise cautions that there is no assurance any transaction will result from this review or what the timing, terms, or conditions of any transaction might be, and it does not plan to provide further updates unless appropriate or required.

Insights

M&A and special situations analyst

MarketWise formalizes review of a $17.25 per share, non-binding buyout proposal.

MarketWise confirms that a Board-level Special Committee is evaluating an unsolicited, non-binding proposal from Monument & Cathedral Holdings at cash consideration of $17.25 per share. The committee has engaged Centerview Partners as financial advisor and Kirkland & Ellis as legal advisor, signaling a structured evaluation of strategic options rather than an informal approach.

The proposal remains non-binding, and the company explicitly notes there can be no assurance that any transaction will occur or what terms would apply. The committee’s mandate includes reviewing alternatives to the proposal, which may encompass other potential transactions or remaining independent, depending on what options are available.

The company states it does not intend to provide further updates on this process unless disclosure becomes appropriate or required, so future 8-Ks or earnings materials would likely be the venues for any concrete outcome or change to the proposal terms.

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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): November 20, 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 7.01. Regulation FD Disclosure.

On November 20, 2025, MarketWise, Inc. (the “Company”) issued a press release announcing that the Special Committee of the Company's Board of Directors (the “Board”) has retained Centerview Partners LLC as its financial advisor and Kirkland & Ellis LLP as its legal advisor. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The Company previously disclosed in its Q3’25 earnings report released on November 6, 2025 that a Special Committee of the Board was reviewing the unsolicited non-binding proposal from Monument & Cathedral Holdings, LLC (collectively with its affiliates, “M&C”), to acquire all of the outstanding equity interests of the Company and Marketwise, LLC that are not owned by M&C, for cash consideration of $17.25 per share (the “Proposal”) in consultation with its advisors. The mandate of the Special Committee is to evaluate the Proposal and any alternatives thereto that may be available to the Company.

There can be no assurance that any transaction will result from the Special Committee's evaluation, or, if so, the timing, terms and conditions of any such transaction. MarketWise does not intend to comment on or disclose further developments with respect to this matter unless and until further disclosure is appropriate or required.

The information in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
99.1						MarketWise, Inc. press release, dated November 20, 2025
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: November 20, 2025			By:			/s/ Scott Forney
			Name:			Scott Forney
			Title:			General Counsel

FAQ

What did MarketWise, Inc. (MKTW) announce in this 8-K filing?

MarketWise announced that a Special Committee of its Board has retained Centerview Partners LLC as financial advisor and Kirkland & Ellis LLP as legal advisor to evaluate an unsolicited, non-binding proposal to acquire the company.

What is the value of the buyout proposal for MarketWise (MKTW) shares?

The unsolicited, non-binding proposal from Monument & Cathedral Holdings, LLC offers cash consideration of $17.25 per share for MarketWise equity interests it does not already own.

Who made the acquisition proposal for MarketWise, Inc. (MKTW)?

The proposal was made by Monument & Cathedral Holdings, LLC, together with its affiliates, to acquire all MarketWise and MarketWise, LLC equity interests they do not already own.

What is the role of MarketWise’s Special Committee in reviewing the proposal?

The Special Committee’s mandate is to evaluate the $17.25 per share proposal from Monument & Cathedral Holdings and consider any alternatives that may be available to the company.

Is a transaction guaranteed to result from the MarketWise (MKTW) proposal review?

No. MarketWise states there can be no assurance that any transaction will result from the Special Committee’s evaluation, or what the timing, terms, or conditions of any such transaction might be.

Will MarketWise provide ongoing updates on the Monument & Cathedral proposal?

MarketWise states it does not intend to comment on or disclose further developments regarding this matter unless and until further disclosure is appropriate or required.