0001805651FalseFebruary 18, 2026BaltimoreMaryland21201February 18, 202600018056512026-02-182026-02-18
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): February 18, 2026
MarketWise, Inc.
(Exact name of registrant as specified in its charter)
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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 February 18, 2026, MarketWise, Inc. (the “Company”) issued a press release confirming that Monument & Cathedral Holdings, LLC (collectively with its affiliates, “M&C”) has withdrawn its previously disclosed unsolicited non-binding proposal (the “Proposal”) to acquire all the outstanding securities of the Company and MarketWise, LLC that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”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
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| Exhibit No. | | Description |
| | |
| 99.1 | | MarketWise, Inc. press release, dated February 18, 2026 |
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| 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.
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| MarketWise, Inc. |
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Date: February 18, 2026 | By: | /s/ Scott Forney |
| Name: | Scott Forney |
| Title: | General Counsel |
MarketWise, Inc. Confirms that Monument & Cathedral has Withdrawn its Unsolicited Acquisition Proposal
BALTIMORE, MD, 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.
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-
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.
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
