MKTW insider reports 2,750 unvested shares cancelled after miss

Rhea-AI Filing Summary

MarketWise, Inc. (MKTW) reports a Form 4 disclosing that 2,750 Class A common shares were disposed on 09/16/2025 under transaction code J(1). The filing states these shares were unvested earn‑out shares that were released from escrow and then cancelled because the stock‑price triggering events did not occur before the earn‑out period expired on 07/21/2025.

Following the reported transaction the reporting person’s beneficial ownership stands at 34,256 Class A shares, shown as direct ownership. The Form 4 was signed by an attorney‑in‑fact on 10/06/2025.

Positive

• 2,750 unvested earn‑out shares were cancelled, removing a contingent issuance tied to missed price triggers
• Reporting shows direct beneficial ownership of 34,256 Class A shares, clarifying insider holdings

Negative

• Earn‑out price triggers were not achieved before the 07/21/2025 expiry, so contingent consideration was not realized
• Transaction code J(1) shows disposition at $0, indicating cancellation rather than a sale proceeds event

Insights

Corporate Governance Analyst

TL;DR: Cancellation of unvested earn‑out shares removes conditional shares tied to missed price targets.

The filing documents that 2,750 unvested earn‑out Class A shares were released from escrow and subsequently cancelled after the stock‑price triggers were not met before 07/21/2025. This action converts a contingent equity claim into permanent non‑issuance, reducing potential future dilution tied to that earn‑out.

The change reduces contingent share overhang and leaves the reporting person with 34,256 Class A shares of direct beneficial ownership. Monitor near‑term filings for any additional cancellations or related earn‑out settlements within the next few quarters.

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
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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^*

Galsim Marco

(Last) (First) (Middle)

C/O MARKETWISE

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)

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

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)		2,750	D	$0	34,256	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 the MarketWise (MKTW) Form 4 report on 09/16/2025?

The Form 4 reports a disposition of 2,750 Class A common shares on 09/16/2025 under code J(1), later explained as cancelled unvested earn‑out shares.

Why were the 2,750 shares cancelled according to the filing?

The filing states the shares were unvested earn‑out shares released from escrow and cancelled because the requisite stock price triggering events did not occur before 07/21/2025.

What is the reporting person’s beneficial ownership after the transaction?

The reporting person beneficially owns 34,256 Class A common shares following the reported transaction.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by /s/ Scott Forney, Attorney‑in‑Fact on 10/06/2025.