M&C proposes to acquire MarketWise at $17.25; board reviewing

Rhea-AI Filing Summary

MarketWise, Inc. received a proposal from Monument & Cathedral Holdings, LLC to acquire all equity interests of MarketWise, Inc. and Marketwise, LLC not already owned by M&C for $17.25 per share in cash. The proposal is contingent upon termination of the Company’s tax receivable agreement concurrent with closing. The Board of Directors is reviewing the proposal with its advisors. The company stated the proposal may or may not lead to a transaction and it does not intend to provide updates unless a definitive agreement is reached or disclosure is otherwise required.

Insights

M&A analyst

M&C proposed $17.25 cash per share; board review underway.

MarketWise disclosed a non-binding proposal from M&C to acquire all equity it does not already own for $17.25 per share in cash. The proposal includes a key condition: termination of the company’s tax receivable agreement at closing.

That TRA condition can be complex because counterparties to such agreements often negotiate value for termination. The filing does not detail additional terms, financing, or process steps, so outcomes depend on negotiations and board evaluation.

The company noted the proposal may not result in a deal and that it will update disclosures only upon a definitive agreement or if otherwise required. Subsequent filings may provide specific terms, including any agreement on TRA termination and consideration mechanics.

0001805651FalseOctober 29, 2025BaltimoreMaryland21201October 29, 202500018056512025-10-292025-10-29

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): October 29, 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 October 29, 2025, MarketWise, Inc., (the “Company”) issued a press release announcing that it had 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 the Company 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 the Company’s tax receivable agreement concurrent with the closing of the transaction. 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. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. The summary of the Proposal is qualified in its entirety by reference to the full text of the Proposal, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

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 October 29, 2025
99.2						Transaction Proposal from Monument & Cathedral Holdings, LLC
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: October 30, 2025			By:			/s/ Scott Forney
			Name:			Scott Forney
			Title:			General Counsel

FAQ

What did MarketWise (MKTW) announce?

MarketWise disclosed a proposal from Monument & Cathedral Holdings, LLC to acquire all equity it does not own for $17.25 per share in cash.

Who is the proposed buyer of MarketWise (MKTW)?

The proposal was made by Monument & Cathedral Holdings, LLC and its affiliates.

What conditions are attached to the $17.25 per share proposal for MKTW?

Closing is contingent upon termination of the Company’s tax receivable agreement concurrent with the transaction.

Is the MarketWise proposal binding or approved?

No. The Board is reviewing the proposal, which may or may not lead to a transaction.

Will MarketWise provide ongoing updates on the proposal?

The company does not intend to update unless a definitive agreement is reached or disclosure is otherwise required under U.S. securities laws.

Does the proposal include Marketwise, LLC as well as MarketWise, Inc.?

Yes. It covers all outstanding equity interests of each of the Company and Marketwise, LLC not owned by M&C.