8-K - MKTW - Equibles

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): June 12, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As further described in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 13, 2025, MarketWise, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 12, 2025. At the Annual Meeting, the Company’s stockholders approved an amendment to the MarketWise, Inc. 2021 Incentive Award Plan (the “2021 Plan”) to increase the shares reserved for issuance under the 2021 Plan by 1,630,554 shares (the “Amendment”). The Amendment was previously adopted by the Company’s board of directors subject to stockholder approval. The 2021 Plan and the Amendment are described in greater detail in the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on April 30, 2025 (the “Proxy Statement”) under the caption “Proposal 2: Amendment to 2021 Incentive Award Plan,” which disclosure is incorporated herein by reference. The description of the 2021 Plan, as amended by the Amendment contained in the Proxy Statement as Appendix A, is qualified in its entirety by reference to the full text of the 2021 Plan as amended by the Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1	Amendment to the MarketWise, Inc. 2021 Incentive Award Plan
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: June 18, 2025	By:	/s/ Scott Forney
	Name:	Scott Forney
	Title:	General Counsel

Document

Exhibit 10.1

MARKETWISE, INC.

AMENDMENT TO 2021 INCENTIVE AWARD PLAN

This Amendment (this “Amendment”) to the 2021 Incentive Award Plan (as may be amended from time to time, the “Plan”) of MarketWise, Inc. (the “Company”) is effective as of June 12, 2025 (the “Effective Date”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Plan.

WHEREAS, Article X Section 10.4 of the Plan permits the Administrator to amend the Plan, subject, in the case of amendments requiring stockholder approval under the rules of any securities exchange on which the Shares may then be listed, to the approval by the Company’s stockholders of such amendment;

WHEREAS, the Board of Directors (the “Board”) and the Company’s stockholders have both approved to amend the Plan to increase the number of Shares available for grant under the Plan;

NOW, THEREFORE, the Plan is hereby amended and modified as follows, effective as of the Effective Date, pursuant to the terms and conditions therein and herein:

1.Article IX Section 11.28 of the Plan is hereby amended and restated in its entirety to read as follows:

“11.28. “Overall Share Limit” means the sum of (i) 3,232,804 Shares; and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 3% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined by the Board..”

Except as expressly amended by this Amendment, all terms and conditions of the Plan shall remain in full force and effect. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws.

IN WITNESS WHEREOF, I hereby certify that this Amendment was duly adopted by the Board of Directors of MarketWise, Inc. on April 18, 2025 and was approved by the stockholders of MarketWise, Inc. on June 12, 2025.

MarketWise, Inc.

By: /s/ Scott Forney

Scott Forney

General Counsel

Date: June 12, 2025

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