MKTW Form 4: 7,500 unvested earn-out shares cancelled

Rhea-AI Filing Summary

MarketWise, Inc. director Michael Palmer reported a disposal of 7,500 shares of Class A common stock on 09/16/2025. After the transaction the reporting person beneficially owned 17,269 shares. The filing states these 7,500 shares were unvested earn-out shares that were released from escrow and then cancelled by the issuer because the specified stock-price triggering events did not occur before the earn-out expired on 07/21/2025. The Form 4 was signed by an attorney-in-fact on 10/06/2025.

Positive

• Cancellation of 7,500 earn-out shares removes a potential dilution source
• Reporting person retains 17,269 shares, maintaining insider alignment with shareholders

Negative

• Earn-out performance triggers were not met, indicating the stock-price milestones tied to those shares failed before 07/21/2025
• No cash proceeds were realized from the disposition (price reported as $0), so the action did not provide liquidity

Insights

Corporate Governance Analyst

Director's canceled earn-out reduces potential future dilution.

The reported disposal of 7,500 unvested earn-out shares reflects an expired performance condition that was not met before 07/21/2025. Cancellation of these shares removes a contingent issuance that otherwise could have increased outstanding Class A common stock.

This change depends on the specific earn-out triggers tied to stock-price events and shows that contingent share overhang tied to that earn-out is no longer outstanding; monitor outstanding share counts and any new compensation arrangements over the next 12 months.

Insider Transactions Specialist

Transaction is administrative: shares released from escrow then cancelled, not a market sale.

The Form 4 uses transaction code J(1), indicating disposition related to corporate actions rather than an open-market sale; the filing lists a $0 price, consistent with cancellation following escrow release.

Investors should note the reporting person still holds 17,269 shares and there is no cash proceeds reported; review subsequent Section 16 filings for any further changes within 30 days.

10/06/2025 - 07:01 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Palmer Michael Alan

(Last) (First) (Middle)

1125 N. CHARLES ST.

(Street)

BALTIMORE MD 21201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARKETWISE, INC. [ MKTW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/16/2025		J(1)		7,500	D	$0	17,269	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents unvested earn out shares that were released from escrow and cancelled by the Issuer because the requisite stock price triggering events did not occur before the earn out period expired on July 21, 2025.

Remarks:

	/s/ Scott Forney, Attorney-in-Fact	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did MarketWise director Michael Palmer report on Form 4 (MKTW)?

He reported a disposition of 7,500 Class A shares on 09/16/2025, leaving him with 17,269 shares beneficially owned.

Why were the 7,500 shares disposed of according to the filing?

They were unvested earn-out shares that were released from escrow and then cancelled because the stock-price triggers did not occur before the earn-out expired on 07/21/2025.

Was this a market sale that generated cash proceeds?

No; the filing reports a price of $0 and uses transaction code J(1), indicating a corporate-action disposition rather than an open-market sale.

How can I monitor further insider activity for MKTW?

Watch for subsequent Section 16 filings within the next 30 days for additional transactions and check periodic issuer disclosures on outstanding shares and compensation arrangements.