MKTW 10-Q
Marketwise, Inc. (MKTW)
10-Q
2026-08-06
For: 2026-06-30
View Original
Added on
August 06, 2026
d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-39405
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act: | ||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☑ | Smaller reporting company | |||||||||||||
| 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 12 (a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
As of August 3, 2026, there were 2,792,711 shares of the registrant’s Class A common stock and 12,981,774 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.
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TABLE OF CONTENTS
| Page | ||||||||
| PART I. | FINANCIAL INFORMATION | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as such are not historical facts. This includes, without limitation, statements regarding our financial position and business strategy, and the plans and objectives of management for our future operations. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-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 report, 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 (the “Advisers Act”);
▪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;
▪our ability to maintain and protect our intellectual property; and
▪other factors detailed under the section of our Annual Report on Form 10-K for the year ended December 31, 2025 entitled “Risk Factors.”
These forward-looking statements are based on information available as of the date of this report and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Additionally, as a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not
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undertake any obligation to update forward-looking statements for any reason, except as may be required under applicable securities laws.
PART 1—FINANCIAL INFORMATION
Item 1. Financial Statements.
5
MARKETWISE, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share data)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses | |||||||||||
| Related party receivables | |||||||||||
| Deferred contract acquisition costs, current | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred contract acquisition costs, noncurrent | |||||||||||
| Deferred tax assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ deficit | |||||||||||
| Current liabilities: | |||||||||||
| Trade and other payables | $ | $ | |||||||||
| Related party payables | |||||||||||
| Accrued expenses | |||||||||||
| Deferred revenue and other contract liabilities | |||||||||||
| Operating lease liabilities, current | |||||||||||
Related party TRA liability, current (Note 10) | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred revenue and other contract liabilities, noncurrent | |||||||||||
Related party TRA liability, noncurrent (Note 10) | |||||||||||
| Other liabilities, noncurrent | |||||||||||
| Operating lease liabilities, noncurrent | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ deficit: | |||||||||||
Common stock - Class A, par value of $ | |||||||||||
Common stock - Class B, par value of $ | |||||||||||
Preferred stock - par value of $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ deficit attributable to MarketWise, Inc. | ( | ( | |||||||||
| Noncontrolling interest | ( | ( | |||||||||
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MARKETWISE, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share data)
| Total stockholders’ deficit | ( | ( | |||||||||
| Total liabilities and stockholders’ deficit | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
MARKETWISE, INC.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Related party revenue | ||||||||||||||||||||||||||
| Total net revenue | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
Cost of revenue (1) | ||||||||||||||||||||||||||
Sales and marketing (1) | ||||||||||||||||||||||||||
General and administrative (1) | ||||||||||||||||||||||||||
Research and development (1) | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Impairment of intangible assets | ||||||||||||||||||||||||||
| Related party expense | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| (Loss) income from operations | ( | ( | ||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||
| Interest income, net | ||||||||||||||||||||||||||
| (Loss) income before income taxes | ( | ( | ||||||||||||||||||||||||
| Income tax (benefit) expense | ( | ( | ||||||||||||||||||||||||
| Net (loss) income | ( | ( | ||||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | ( | ( | ||||||||||||||||||||||||
| Net (loss) income attributable to MarketWise, Inc. | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Earnings per share – basic | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Earnings per share – diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Weighted average shares outstanding – basic | ||||||||||||||||||||||||||
| Weighted average shares outstanding – diluted | ||||||||||||||||||||||||||
(1) Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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MARKETWISE, INC.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Cumulative translation adjustment | ( | ( | |||||||||||||||||||||
| Total comprehensive (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
MARKETWISE, INC.
Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited)
(In thousands, except share and per share data)
| Common Stock - Class A | Common Stock - Class B | Additional paid-in capital | Accumulated Other Comprehensive Income | Accumulated deficit | Total Stockholders’ Deficit Attributable to MarketWise, Inc. | Noncontrolling Interest | Total Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at April 1, 2026 | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units withheld to pay taxes | ( | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A shares | ( | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class B shares | — | — | ( | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in noncontrolling interest | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared to Class A shareholders | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance per redemption of Class B shares for Class A | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement of deferred taxes due to change in noncontrolling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
MARKETWISE, INC.
Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited)
(In thousands, except share and per share data)
| Common Stock - Class A | Common Stock - Class B | Additional paid-in capital | Accumulated Other Comprehensive Income | Accumulated deficit | Total Stockholders’ Deficit Attributable to MarketWise, Inc. | Noncontrolling Interest | Total Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at April 1, 2025 | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units withheld to pay taxes | ( | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A shares | ( | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared to Class A shareholders | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance per redemption of Class B shares for Class A | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement of deferred taxes due to change in noncontrolling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
11
MARKETWISE, INC.
Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited)
(In thousands, except share and per share data)
| Common Stock - Class A | Common Stock - Class B | Additional paid-in capital | Accumulated Other Comprehensive Income | Accumulated deficit | Total Stockholders’ Deficit Attributable to MarketWise, Inc. | Noncontrolling Interest | Total Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units withheld to pay taxes | ( | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A shares | ( | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class B shares | — | — | ( | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in noncontrolling interest | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared to Class A shareholders | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance per redemption of Class B shares for Class A | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement of deferred taxes due to change in noncontrolling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
12
MARKETWISE, INC.
Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited)
(In thousands, except share and per share data)
| Common Stock - Class A | Common Stock - Class B | Additional paid-in capital | Accumulated Other Comprehensive Income | Accumulated deficit | Total Stockholders’ Deficit Attributable to MarketWise, Inc. | Noncontrolling Interest | Total Stockholders’ Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units withheld to pay taxes | ( | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A shares | ( | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends declared to Class A shareholders | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance per redemption of Class B shares for Class A | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement of deferred taxes due to change in noncontrolling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
13
MARKETWISE, INC.
Condensed Consolidated Statement of Cash Flows (Unaudited)
(In thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment of property and equipment, net | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of contingent consideration | ( | ( | |||||||||
| Deferred taxes | |||||||||||
| Loss on disposal of property and equipment | |||||||||||
| Unrealized gains on foreign currency | ( | ||||||||||
| Other gains | ( | ( | |||||||||
| Noncash lease expense | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Related party receivables and payables | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets and other assets | ( | ||||||||||
| Deferred contract acquisition costs | ( | ||||||||||
| Trade and other payables | ( | ||||||||||
| Accrued expenses | ( | ( | |||||||||
| Deferred revenue | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other current and long-term liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Capitalized software development costs | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from issuance of common stock | |||||||||||
| Repurchases of stock | ( | ( | |||||||||
| Restricted stock units withheld to pay taxes | ( | ( | |||||||||
| Dividends paid to Class A shareholders | ( | ( | |||||||||
| Repurchase of stock and reduction in related TRA liability as part of legal settlement | ( | ||||||||||
| Tax distributions to noncontrolling interests | ( | ( | |||||||||
| Other distributions to noncontrolling interests | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents — beginning of period | |||||||||||
| Cash and cash equivalents — end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
14
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
1. Organization
Description of Business and Basis of Presentation
MarketWise, Inc. (“MarketWise,” “the Company,” “we,” “us,” or “our”) is a holding company that has no material assets other than its ownership in MarketWise, LLC, and operates and controls all of the businesses and operations of MarketWise, LLC and its subsidiaries. The Company provides independent investment research for investors around the world. We believe we are a leading content and technology multi-brand platform for self-directed investors. We offer a comprehensive portfolio of high-quality, independent investment research, as well as several software and analytical tools, on a subscription basis.
We operate multiple subsidiaries in the United States from our headquarters in Baltimore, Maryland.
2. Summary of Significant Accounting Policies
The Company's significant accounting policies are set forth in Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of MarketWise, Inc. and its subsidiary, MarketWise, LLC, a variable interest entity (“VIE”) for which MarketWise, Inc. is deemed to be the primary beneficiary.
MarketWise, Inc. is a holding company that owns a minority economic interest in MarketWise, LLC but, through its role as the managing member of MarketWise, LLC, controls all of the business and operations of MarketWise, LLC. Therefore, MarketWise, LLC and its subsidiaries are included in the Company’s condensed consolidated financial statements (“financial statements”). As of June 30, 2026 and as of December 31, 2025, MarketWise, Inc. had a 17.0 % and 15.2 % ownership interest in MarketWise, LLC, respectively.
The Company determined that MarketWise, LLC is the primary beneficiary of a VIE, and therefore, the assets, liabilities, and results of operations of that VIE are included in the Company’s condensed consolidated financial statements.
Unaudited Interim Financial Information
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, the fair value of common units, estimates of the Tax Receivable Agreement liability, useful lives of intangible assets with definite lives, benefit period of deferred contract acquisition costs, determination of standalone selling prices, estimated life of lifetime customers, recoverability of goodwill and long-lived assets, valuation allowances on deferred tax assets, the incremental borrowing rates to calculate lease liabilities and right-of-use (“ROU”) assets and certain accruals. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.
Reverse Stock Split
Effective as of April 2, 2025, the Company effected a reverse stock split (the “Reverse Stock Split”) of the Company’s shares of Class A and Class B common stock at a ratio of 1-for-20 as approved by the Company’s Board of Directors (the “Board”) and stockholders.
The Reverse Stock Split proportionately decreased the number of shares of common stock authorized under the Company’s Certificate of Incorporation. The number of shares of authorized Class A common stock was reduced from 950,000,000 shares to 47,500,000 shares and the number of shares of authorized Class B common stock was reduced from 300,000,000 shares to 15,000,000 shares. The number of authorized shares of preferred stock remained unchanged.
Proportional adjustments were made to (i) the per share exercise price and number of shares issuable upon the exercise of outstanding equity awards, including Sponsor Earnout Shares and Management Earnout Shares (as defined and discussed in our Current Report on Form 8-K filed with the SEC on July 28, 2021); and (ii) the number of shares reserved for issuance pursuant to the Company’s equity incentive plan and employee stock purchase plan.
No fractional shares were issued in connection with the Reverse Stock Split. Holders of fractional shares as a result of the Reverse Stock Split were paid in cash, with reference to the closing price of the Company’s common stock on April 2, 2025 (adjusted to give effect to the reverse stock split), without interest.
The accompanying unaudited condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise specified.
Noncontrolling Interest
Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A common stock ownership of the Company.
Net income for the three and six months ended June 30, 2026 and 2025 was attributable to consolidated MarketWise, Inc. and its respective noncontrolling interests.
As of June 30, 2026, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 17.0 % and the noncontrolling interest was 83.0 %. For the three months ended June 30, 2026, net income attributable to controlling interests included a $156 thousand tax benefit, and for six months ended June 30, 2026, net income attributable to controlling interests included a $94 thousand tax benefit, both of which were 100% attributable to the controlling interest.
As of June 30, 2025, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 14.8 % and the noncontrolling interest was 85.2 %. For the three months ended June 30, 2025, net income attributable to controlling interests included a $613 thousand tax provision, and for the six months ended June 30, 2025, net income
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
attributable to controlling interests included a $1.7 million tax provision, both of which were 100% attributable to the controlling interest.
Accounting Standards Issued But Not Yet Adopted
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.
In September 2025, FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments revise the capitalization criteria for internal-use software costs and eliminate stage-based development guidance. The update is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.
In November 2024, the FASB issued ASU 2024‑03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220‑40): Disaggregation of Income Statement Expenses. The ASU requires public business entities to provide enhanced disclosures disaggregating certain income statement expense captions by natural expense category. The amendments do not change the recognition, measurement, or presentation of expenses on the face of the income statement, but instead require additional tabular disclosures in the notes to the financial statements. The required disclosures include, as applicable, disaggregation of relevant expense captions into prescribed categories such as employee compensation, depreciation, and amortization. The update is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.
The Company is currently evaluating the impact of adopting these standards on its disclosures and related processes and controls. Adoption is not expected to have a material impact on the Company’s condensed consolidated financial statements. The Company plans to adopt these standards when they become effective, and have no plans for early adoption.
Reclassifications
Certain prior period amounts presented within financing activities in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform with the current period presentation. Specifically, the Company began separately presenting “tax distributions to noncontrolling interests” and “other distributions to noncontrolling interests” during the nine months ended September 30, 2025, which were previously combined as “distributions to noncontrolling interests”.
3. Revenue Recognition
Disaggregation of revenues
The following table depicts the disaggregation of revenue according to customer type and is consistent with how we evaluate our financial performance. We believe this depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Subscriptions | Advertising | Revenue Share (Related Party) | Revenue Share (Third-party) | Total | |||||||||||||||||||||||||
| Timing of transfer: | |||||||||||||||||||||||||||||
| Transferred over time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred at a point in time | ( | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Subscriptions | Advertising | Revenue Share (Related Party) | Revenue Share (Third-party) | Total | |||||||||||||||||||||||||
| Timing of transfer: | |||||||||||||||||||||||||||||
| Transferred over time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred at a point in time | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Subscriptions | Advertising | Revenue Share (Related Party) | Revenue Share (Third-party) | Total | |||||||||||||||||||||||||
| Timing of transfer: | |||||||||||||||||||||||||||||
| Transferred over time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred at a point in time | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Subscriptions | Advertising | Revenue Share (Related Party) | Revenue Share (Third-party) | Total | |||||||||||||||||||||||||
| Timing of transfer: | |||||||||||||||||||||||||||||
| Transferred over time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Transferred at a point in time | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Revenue recognition by subscription type was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Membership subscriptions | $ | $ | $ | $ | |||||||||||||||||||
| Term subscriptions | |||||||||||||||||||||||
| Non-subscription revenue | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Revenue for the Membership and Term subscription types are determined based on the terms of the subscription agreements. Non-subscription revenue consists of revenue from advertising and other revenue.
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
Contract Balances
The timing of revenue recognition, billings, cash collections and refunds affects the recognition of accounts receivable, contract assets and deferred revenue. Our current deferred revenue balance in the condensed consolidated balance sheets includes an obligation for refunds for contracts where the provision for refund has not lapsed. Accounts receivable, deferred revenue and obligation for refunds are as follows:
| As of | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Contract balances | |||||||||||
| Accounts receivable | $ | $ | |||||||||
| Obligations for refunds | $ | $ | |||||||||
| Deferred revenue – current | $ | $ | |||||||||
| Deferred revenue – non-current | $ | $ | |||||||||
We recognized $51.1 million and $59.2 million of revenue during the three months ended June 30, 2026 and 2025, respectively, and $114.5 million and $130.1 million during the six months ended June 30, 2026 and 2025 that was included within the beginning contract liability balance of the respective periods. The Company has collected all amounts included in deferred revenue other than $3.1 million and $5.7 million as of June 30, 2026 and December 31, 2025, respectively, related to the timing of cash settlement with our credit card processor.
Assets Recognized from Costs to Obtain a Contract with a Customer
The following table presents the opening and closing balances of our capitalized costs associated with contracts with customers:
| Balance at January 1, 2026 | $ | ||||
| Royalties and sales commissions | |||||
| Revenue share and cost per acquisition fees | |||||
| Amortization of capitalized costs | ( | ||||
| Balance at June 30, 2026 | $ | ||||
We did not
Remaining Performance Obligations
As of June 30, 2026, the Company had $386.8 million of remaining performance obligations presented as deferred revenue in the condensed consolidated balance sheets. We expect to recognize approximately 50 % of that amount as revenues over the next twelve months , with the remainder recognized thereafter.
4. Goodwill and Intangible Assets, Net
Goodwill
The carrying amounts of goodwill are as follows:
| Balance at January 1, 2026 | $ | ||||
| Balance at June 30, 2026 | $ | ||||
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
Intangible assets, net
Intangible assets, net consisted of the following as of the dates indicated:
| June 30, 2026 | |||||||||||||||||||||||
| Cost | Accumulated Amortization | Net Book Value | Weighted-Average Remaining Useful Life (in years) | ||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Tradenames | ( | ||||||||||||||||||||||
| Capitalized software development costs | ( | ||||||||||||||||||||||
| Finite-lived intangible assets, net | ( | ||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||
| Internet domain names | — | ||||||||||||||||||||||
| Indefinite-lived intangible assets, net | — | ||||||||||||||||||||||
| Intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Cost | Accumulated Amortization | Net Book Value | Weighted-Average Remaining Useful Life (in years) | ||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Tradenames | ( | ||||||||||||||||||||||
| Capitalized software development costs | ( | ||||||||||||||||||||||
| Finite-lived intangible assets, net | ( | ||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||
| Internet domain names | — | ||||||||||||||||||||||
| Indefinite-lived intangible assets, net | — | ||||||||||||||||||||||
| Intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
We recorded amortization expense related to finite-lived intangible assets of $527 thousand and $473 thousand for the three months ended June 30, 2026 and 2025, respectively, and $1.0 million and $949 thousand for the six months ended June 30, 2026 and 2025, respectively, within depreciation and amortization in the accompanying condensed consolidated statement of operations. These amounts include amortization of capitalized software development costs of $346 thousand and $218 thousand for the three months ended June 30, 2026 and 2025, respectively, and $614 thousand and $443 thousand for the six months ended June 30, 2026 and 2025, respectively.
We recorded additions to capitalized software development costs of $863 thousand and $204 thousand for the three months ended June 30, 2026 and 2025, respectively, and $992 thousand and $398 thousand for the six months ended June 30, 2026 and 2025, respectively.
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
As of June 30, 2026, the total expected future amortization expense for finite-lived intangible assets is as follows:
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Finite-lived intangible assets, net | $ | ||||
5. Fair Value Measurements
The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated:
| June 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Aggregate Fair Value | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Contingent consideration receivable | |||||||||||||||||||||||
| Total assets | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Profits interests, noncurrent | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Aggregate Fair Value | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Contingent consideration receivable | |||||||||||||||||||||||
| Total assets | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Profits interests, noncurrent | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
The level 3 assets relate to contingent consideration receivables primarily from a related party associated with the sale of brands disposed as part of the Legacy Reorganization, the Buttonwood Publishing sale. The level 3 liabilities relate to profits interests, which are presented in other liabilities, noncurrent on the condensed consolidated balance sheets.
21
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
The following table summarizes the changes in fair value of the recurring Level 3 fair value measurements during the six months ended June 30, 2026:
| Level 3 Fair Value Measurements | |||||||||||||||||||||||
| Income Statement Line Item That Includes The Gains And Losses | Contingent consideration receivable | Profits interests, noncurrent | Contingent consideration liability | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| Issues | — | ||||||||||||||||||||||
| Total gains recorded in earnings | General and administrative expense | — | — | ||||||||||||||||||||
| Total losses recorded in earnings | General and administrative expense | — | |||||||||||||||||||||
| Payments received | ( | ||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ||||||||||||||||||||
The following table provides quantitative information regarding the recurring Level 3 fair value measurements inputs for the contingent consideration receivable and profits interests at their measurement dates:
| As of | |||||
| June 30, 2026 | |||||
| Contingent consideration receivable | |||||
| Discount rate | % | ||||
| Profits interests | |||||
| Discount rate | % | ||||
| Discount for lack of marketability | % | ||||
6. Balance Sheet Components
Capitalized Implementation Costs
The capitalized implementation costs are capitalized within other current assets and other assets on the condensed consolidated balance sheets. There were no 14 thousand and $237 thousand for the three months ended
22
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
June 30, 2026 and 2025, respectively and $37 thousand and $479 thousand for the six months ended June 30, 2026 and 2025, respectively.
Property and Equipment, Net
Property and equipment, net consists of the following:
| As of | |||||||||||||||||
| Estimated Useful Lives | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Furniture and fixtures | $ | $ | |||||||||||||||
| Computers, software and equipment | |||||||||||||||||
| Leasehold improvements | Shorter of estimated useful life or remaining term of lease | ||||||||||||||||
| Construction in progress | N/A | ||||||||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||||||||
| Total property and equipment, net | $ | $ | |||||||||||||||
Depreciation and amortization expense for property and equipment was $39 thousand and $28 thousand for the three months ended June 30, 2026 and 2025, respectively, and $78 thousand and $82 thousand for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2025, the Company recorded an impairment loss on leasehold improvement assets totaling $380 thousand, and the related lease was terminated for a gain of $1.6 million, which is included within general and administrative expense. During the six months ended June 30, 2026, the Company has recorded no impairment loss on leasehold improvement assets.
Accrued Expenses
Accrued expenses consist of the following:
| As of | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Commission and variable compensation | $ | $ | |||||||||
| Payroll and benefits | |||||||||||
| Other accrued expenses | |||||||||||
| Total accrued expenses | $ | $ | |||||||||
7. Commitments and Contingencies
Contingencies
From time to time, we may be involved in disputes or regulatory inquiries, which arise in the ordinary course of business. When we determine that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to us in aggregate. When a material loss contingency is reasonably possible, we do not record a liability, but instead disclose the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings will have a material adverse effect on its financial position or results of operations and no corresponding liability has been recorded for any periods presented.
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
8. Stock-Based Compensation
Included within cost of revenue, sales and marketing, and general and administrative expenses are total stock-based compensation expenses as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total stock based-compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Total stock-based compensation expense includes expenses related to our 2021 Incentive Award Plan, our ESPP and profits interests, as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| 2021 Incentive Award Plan | $ | $ | $ | $ | |||||||||||||||||||
| Employee Stock Purchase Plan | |||||||||||||||||||||||
| Profits interests | ( | ( | |||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
2021 Incentive Award Plan
During the six months ended June 30, 2026, we granted 210,837 restricted stock units (“RSUs”) to certain employees and service providers in aggregate under our 2021 Incentive Award Plan.
For employees and service providers, both RSUs and stock appreciation rights (“SARs”) are primarily time based and typically vest ratably over four years , as specified in the individual grant notices. The RSUs may entitle the recipients to dividend equivalents if approved by the Plan Administrator, which are subject to the same vesting terms and accumulate during the vesting period. Upon vesting, the RSU holder will be issued the Company’s Class A common stock. The SARs will be settled in the Company’s Class A common stock upon exercise. The shares to be issued upon exercise will have a total market value equal to the SAR value calculated as (x) number of shares underlying SAR, multiplied by (y) any excess of the Company’s share value on the date of exercise over the exercise price set in each individual grant notice.
The fair value of the RSU is the same as the Company’s share price on the date of grant. The fair value of the SARs was determined using a Black-Scholes model.
The activities of the RSUs and SARs and the related weighted average grant-date fair value of the respective share classes are summarized as follows, including granted, exercised and forfeited from January 1, 2026 to June 30, 2026.
| RSUs | SARs | ||||||||||||||||||||||
| Units | Weighted-Average Grant Date Fair Value | Units | Weighted-Average Grant Date Fair Value | ||||||||||||||||||||
Outstanding at January 1, 2026 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested (RSUs) or Exercised (SARs) | ( | ||||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
Outstanding at June 30, 2026 | $ | $ | |||||||||||||||||||||
Exercisable at June 30, 2026 | $ | $ | |||||||||||||||||||||
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
The stock compensation expense related to the RSU and SAR grants was $2.3 million and $3.1 million for the three months ended June 30, 2026 and 2025, respectively, and $4.6 million and $6.4 million for six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, 56,361 SARs were exercisable and they have a remaining contractual term of 5.2 years.
In July 2026, 228,762 RSUs vested in accordance with the original grant terms.
Employee Stock Purchase Plan
The Company recognized $12 24 thousand and $25 thousand for six months ended June 30, 2026 and 2025, respectively.
The Company issued 11,189 shares of Class A common stock for $143 thousand related to employee purchases under the ESPP during the six months ended June 30, 2026.
Profits Interests
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MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
9. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income attributable to Class A common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding (in thousands) | |||||||||||||||||||||||
| Basic earnings per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income attributable to Class A common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding (in thousands) | |||||||||||||||||||||||
| Diluted earnings per share | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The Company’s potentially dilutive securities and their impact on the computation of diluted earnings per share is as follows:
▪Sponsor and MarketWise Management Member Earnout Shares: the 152,550 Sponsor Earnout Shares and the 99,998 MarketWise Management Member Earnout Shares held in escrow were excluded from the earnings per share computation in the 2025 period since the earnout contingency had not been met. In July 2025, the earnout period for all 252,548 previously escrowed Management Member Earnout Shares and Sponsor Earnout Shares (“EO Shares”) expired. As a result, there was no dilution to other shareholders
26
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
related to this arrangement. As a result of the EO Shares expiration, the Company reversed $1.3 million in cumulative dividends that had been accrued attributable to the EO Shares during 2025.
▪Restricted stock units: The basic earnings per share calculation includes the impact of vested RSUs. The diluted earnings per share calculation includes the impact of unvested RSUs, where the impact is dilutive, unless the Company has a net loss.
▪Stock appreciation rights: The diluted earnings per share calculation excludes the impact of SARs since the effect was antidilutive.
▪ESPP: The diluted earnings per share calculation includes the impact of dilutive shares and excludes the impact of antidilutive shares under the ESPP as of June 30, 2026 and 2025.
▪For the three and six months ended June 30, 2026 the Company’s potential dilutive securities, which include, restricted stock units and performance stock units have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for the three and six months ended June 30, 2026.
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Shares subject to outstanding RSUs | |||||||||||||||||||||||
| Shares subject to outstanding SARs | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
10. Income Taxes
We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of MarketWise, LLC, as well as any stand-alone income or loss we generate. MarketWise, LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, MarketWise, LLC’s taxable income or loss is passed through to its members, including us.
Our effective tax rate was 2.8 % and 4.9 % for the six months ended June 30, 2026 and 2025, respectively. The main driver of the effective income tax rate for the six months ended June 30, 2026 was the income allocation to the noncontrolling interest. The main driver of the decrease in the effective tax rate from the six months ended June 30, 2025 is the impact of pretax GAAP loss (the denominator) and discrete items related to vesting stock compensation. Our effective tax rate for the six months ended June 30, 2026 differs from the U.S. federal statutory rate primarily because we generally do not record income taxes for the noncontrolling portion of pre-tax income.
As a result of the reverse capitalization in 2021, we recorded a deferred tax asset resulting from the outside basis difference in our interest in MarketWise, LLC. The company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized.
In evaluating the need for a valuation allowance on the deferred tax asset, the company considered positive evidence related to its historic earnings, forecasted income and reversal of temporary differences. Therefore, the Company recorded a valuation allowance in the amount of $32.2 million for certain deferred tax assets that are not more likely than not to be realized.
27
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
As part of the Transactions (as defined and discussed in our Current Report on Form 8-K filed with the SEC on July 28, 2021), we entered into Tax Receivable Agreements (“TRAs”) with certain shareholders. Pursuant to our election under Section 754 of the Code, as amended, and the regulations issued thereunder, we expect to receive a step up in the tax basis of our ownership in MarketWise, LLC as exchanges of the LLC Units (as defined herein) occur. These increases in tax basis may reduce the amount we may otherwise pay to various tax authorities in the future. The TRA liability will represent approximately 85 % of the calculated tax savings based on basis adjustments and other carryforward attributes assumed that we anticipate being able to utilize in future years. We will retain the remaining 15 % of calculated tax savings. The payments contemplated by the TRA are not conditioned upon any continued ownership interest in MarketWise, LLC. The timing and amount of aggregate payments due pursuant to the TRA may vary based on several factors including the timing and amount of future taxable income, as well as future applicable tax rates. As such, significant inputs and assumptions are used to estimate the future expected payments under the TRA. During the six months ended June 30, 2026, Members of MarketWise, LLC exchanged an aggregate of 105,000 common units of MarketWise, LLC (“LLC Units”) together with an equal number of shares of Class B common stock for 105,000 newly-issued shares of Class A common stock. In addition, MarketWise LLC redeemed 520,867 LLC Units and canceled an equal number of shares of Class B common stock. As a result, we have recorded a cumulative liability of $3.1 million under the TRA as of June 30, 2026. A total of $121 thousand in payments have been made under the TRA and $577 thousand in payments are expected in the next 12 months.
As of June 30, 2026, we had no unrecognized tax positions.
11. Related Party Transactions
We have certain revenue share agreements with related parties. Accordingly, we recognized revenue from related parties of $518 thousand and $641 thousand for the three months ended June 30, 2026 and 2025, respectively, and $1.2 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively.
We also incurred revenue share expenses paid to related parties of $1.6 million and $1.2 million which were capitalized as contract origination costs for the three months ended June 30, 2026 and 2025, respectively, and $4.7 million and $2.3 million for the six months ended June 30, 2026 and 2025, respectively.
A related party provided call center support and other services to the Company for which we recorded an expense within cost of revenue of $90 thousand and $91 thousand for the three months ended June 30, 2026 and 2025, respectively, and $178 thousand and $201 thousand for the six months ended June 30, 2026 and 2025, respectively.
A related party provided marketing and copywriting services to the Company for which we recorded an expense within cost of revenue of none and $286 thousand for the three months ended June 30, 2026 and 2025, respectively, and $40 thousand and $376 thousand for the six months ended June 30, 2026 and 2025, respectively.
A related party also provided certain corporate functions to MarketWise and the costs of these services are charged to MarketWise. We recorded $25 thousand and $24 thousand for the three months ended June 30, 2026 and 2025, respectively, and $50 thousand and $48 thousand for the six months ended June 30, 2026 and 2025, respectively, within related party expense in the accompanying condensed consolidated statement of operations. We held balances of $433 thousand and $502 thousand as of June 30, 2026 and December 31, 2025 of related party payables related to revenue share expenses, call center support, and the services noted above. We also have receivables balances of $823 thousand and $339 thousand as of June 30, 2026 and December 31, 2025 of related party payables related to revenue share expenses, call center support, and the services noted above.
We earned fees and provided certain accounting and marketing services to companies owned by certain of MarketWise’s Class B stockholders. As a result, we recognized $88 thousand and $84 thousand in other income, net for the three months ended June 30, 2026 and 2025, respectively, and $194 thousand and $244 thousand for the six months ended June 30, 2026 and 2025, respectively. Related party receivables related to these services were $199 thousand and $176 thousand as of June 30, 2026 and December 31, 2025, respectively.
We lease offices from related parties. Lease payments made to related parties were $261 thousand and $279 thousand for the three months ended June 30, 2026 and 2025, respectively, and $522 thousand and $668 thousand
28
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
12. Supplemental Cash Flow Information
Supplemental cash flow disclosures are as follows:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental Disclosures of Cash Flow Information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | ( | ( | |||||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities: | |||||||||||
| Capitalized software included in accounts payable | |||||||||||
13. Stockholders’ Equity
The Company’s capital stock consists of (i) issued and outstanding Class A common stock with a par value of $0.0001 per share, and (ii) issued and outstanding Class B common stock with a par value of $0.0001 per share.
The table set forth below reflects information about the Company’s equity as of June 30, 2026.
| Authorized | Issued | Outstanding | |||||||||||||||
| Common stock - Class A | |||||||||||||||||
| Common stock - Class B | |||||||||||||||||
| Preferred stock | |||||||||||||||||
| Total | |||||||||||||||||
Each share of Class A and Class B common stock entitles the holder to one vote per share. Holders of Class A common stock have the right to receive dividends while holders of Class B common stock have the right to receive a proportionate amount of distributions. In the event of liquidation, dissolution or winding up of the affairs of the Company, only holders of Class A common stock have the right to receive liquidation proceeds, while the holders of Class B common stock are entitled to only the par value of their shares. Class B common stock can be issued only to the members of MarketWise, LLC (“MarketWise Members”), their respective successors and permitted transferees. Under the terms of the Third Amended and Restated Limited Liability Company Operating Agreement of MarketWise, LLC (the “MarketWise Operating Agreement”), and subject to certain restrictions set forth therein, the MarketWise Members are entitled to have their LLC Units redeemed or exchanged for shares of our Class A common stock, at our option. If redeemed for cash at the Company’s option, such cash would have to be generated through an offering of shares to the market such that there would not be any situation where there would be a net cash obligation to the Company for such redemption. Shares of our Class B common stock held by any such redeeming or exchanging MarketWise Member will be canceled for no additional consideration on a one -for-one basis with the redeemed or exchanged LLC Units whenever the MarketWise Members’ LLC Units are so redeemed
29
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
or exchanged. The MarketWise Members may exercise such redemption rights for as long as their LLC Units remain outstanding. Our Board has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
Dividends
During the six months ended June 30, 2026, we paid quarterly dividends on shares of our Class A common stock. Our continued declaration and payment of dividends and institution of any other distributions of capital to shareholders will nonetheless be at the discretion of our Board and will depend on many factors, including our earnings, financial condition and results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, ability to obtain cash or other assets from our subsidiaries, restrictions imposed by applicable law, general business conditions and other factors that our Board may deem relevant. There can be no assurance that we will continue to pay dividends in the future. Therefore, the success of an investment in shares of our Class A common stock may in the future depend only upon any future appreciation in their value. There is no guarantee that shares of our Class A common stock will appreciate or even maintain their value.
The dividends on shares of Class A common stock and other distributions on LLC Units declared during the six months ended June 30, 2026, on a split adjusted basis, were as follows:
| Dividends on Class A common stock | Other distributions on LLC Units | ||||||||||||||||||||||||||||
| Type | Date declared | Date paid | per share | Total | per unit | Total | |||||||||||||||||||||||
| Special | March 3, 2026 | March 31, 2026 | $ | $ | N/A | N/A | |||||||||||||||||||||||
| Regular | March 3, 2026 | March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||
| Special | May 5, 2026 | June 25, 2026 | $ | $ | N/A | N/A | |||||||||||||||||||||||
| Regular | May 5, 2026 | June 25, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||
Share Repurchase
On February 28, 2025, the Company announced that the Board authorized a stock repurchase program of up to $50 million of Class A common stock. Repurchases of Class A common stock may be made from time to time, either through open market transactions (including pre-set trading plans) or through other transactions, at the discretion of the management of the Company and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, and other applicable securities laws. The timing of the repurchases depend on market conditions and other requirements. Repurchases under the program were authorized for the next 12 months but the program may be modified, suspended, or terminated at any time. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares. The authorization expired in April 2026.
On May 7, 2026, the Company announced that the Board authorized a new stock repurchase program of up to $50 million of Class A common stock. Repurchases of Class A common stock may be made from time to time, either through open market transactions (including pre-set trading plans) or through other transactions, at the discretion of the management of the Company and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, and other applicable securities laws. The timing of the repurchases will depend on market conditions and other requirements. Repurchases under the program have been authorized for the next 12 months but the program may be modified, suspended, or terminated at any time. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares.
During the three months ended June 30, 2026 and 2025, we repurchased 18,054 shares totaling $313 thousand and 117,673 shares totaling $1.9 million, respectively. During the six months ended June 30, 2026 and 2025, we repurchased 21,311 shares totaling $370 thousand and 117,673 shares totaling $1.9 million, respectively.
30
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
For each share of Class A common stock the Company repurchases under the share repurchase program, MarketWise, LLC, the Company’s direct subsidiary, will redeem one common unit of MarketWise, LLC held by the Company, decreasing the percentage ownership of MarketWise, LLC by the Company and relatively increasing the ownership by the other unit holders of MarketWise, LLC in accordance with the MarketWise Operating Agreement.
Settlement
On April 21, 2026, the Company and MarketWise, LLC (collectively, the “MarketWise Group”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Mark P. Arnold, the Company’s former Chief Executive Officer, and JAMA 2021, LLC (together with Mr. Arnold, the “Arnold Parties”). The Settlement Agreement resolves Mr. Arnold’s demand for arbitration (“Arbitration”) that was previously disclosed in Item 3 of the Company’s Annual Reports filed on Form 10-K for the fiscal years ended December 31, 2024 and December 31, 2025.
On April 22, 2026: (i) the MarketWise Group made a one-time cash payment of $12.2 million to Mr. Arnold (the “Settlement Payment”); (ii) the Arnold Parties surrendered, and MarketWise, LLC redeemed and canceled an aggregate of 520,867 common units of MarketWise, LLC (the “Common Units”), along with the corresponding shares of the Company’s Class B common stock, held by the Arnold Parties; and (iii) the Arnold Parties waived and released their rights, including rights to future payments, under that certain Tax Receivables Agreement dated July 21, 2021 (the “TRA”), by and among the Company, Marketwise, LLC and the members of Marketwise, LLC. Of the total Settlement Payment, approximately $11.3 million was recorded as a reduction of additional paid-in capital in connection with the redemption and cancellation of the Common Units and corresponding Class B shares. The remaining $818 thousand was recorded as a reduction of the TRA liability in connection with the termination and release of the Arnold Parties’ rights under the TRA.
14. Segment Reporting
The Company operates as a single reportable segment. The Company primarily provides subscription-based financial research, publications, and SaaS offerings to individual customers through its online platforms. The Company also offers membership subscriptions.
The Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer, monitors financial results for internal purposes that are not prepared in accordance with GAAP (“Adjusted Basis”) because these results more closely align to how the business generates and uses cash.
The CODM uses Adjusted Net Profit (Loss) as the key performance measure for evaluating segment income or loss on a monthly basis when assessing segment performance and when making decisions about how to allocate operating resources, such as marketing spend and determining variable compensation for certain employees.
The primary components of the “Corporate and all other” line in the following tables include certain corporate overhead charges, expenses that have not been allocated to the reportable segment, including corporate functions, taxes, and activity related to components that is below quantitative threshold for separate disclosure.
31
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
The reconciliation of reportable segment Adjusted Basis Net Profit (Loss) to the consolidated totals are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Total net revenue for reportable segment (a) | $ | $ | $ | $ | |||||||||||||||||||
Adjustment to total net revenue for reportable segment (b) | ( | ( | |||||||||||||||||||||
Variable expense (c) | ( | ( | ( | ( | |||||||||||||||||||
Revenue share expense (c) | ( | ( | ( | ( | |||||||||||||||||||
Direct marketing (c) | ( | ( | ( | ( | |||||||||||||||||||
Compensation and outside labor (c) | ( | ( | ( | ( | |||||||||||||||||||
Other overhead (c) | ( | ( | ( | ( | |||||||||||||||||||
Corporate allocations (c) | ( | ( | ( | ( | |||||||||||||||||||
| Reportable segment Adjusted Net Profit (Loss) | |||||||||||||||||||||||
| Reconciliation of Adjusted Net Profit (Loss) to consolidated income before income taxes: | |||||||||||||||||||||||
| Corporate and all other Adjusted Net Profit (Loss) | ( | ( | ( | ( | |||||||||||||||||||
Adjustment to total net revenue (b) | ( | ( | |||||||||||||||||||||
Stock-based compensation expense (d) | ( | ( | ( | ( | |||||||||||||||||||
Deferred contract acquisition costs (e) | ( | ( | |||||||||||||||||||||
Depreciation and amortization (f)(g) | ( | ( | ( | ( | |||||||||||||||||||
Other (h) | ( | ||||||||||||||||||||||
| Consolidated (loss) income before income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(a)total net revenue for reportable segment is in accordance with GAAP
(b)subscription revenue, revenue share and other income are generally recognized on a cash basis under Adjusted Basis, rather than deferred and recognized over the subscription term or when earned in accordance with ASC 606
(c)amounts represent Adjusted Basis
(d)amounts represent stock-based compensation expense
(e)costs to obtain a contract are expensed under Adjusted Basis, rather than capitalized as deferred contract acquisition costs and subsequently amortized in accordance with ASC 340
(f)certain operating leases are recognized on a cash basis under Adjusted Basis, rather than initially recognizing right-of-use assets and lease liabilities, which are subsequently amortized over the lease term in accordance with ASC 842
(g)certain intangible assets arising from business combinations are not recognized upon acquisition and subsequently amortized in accordance with ASC 805 under Adjusted Basis
(h)other line includes various items that are recognized differently under Adjusted Basis, software development and implementation related costs, including implementation costs of cloud computing arrangements, employee benefit related items, gain on lease termination, change in fair value of contingent consideration, and certain tax related items.
The reconciliation of reportable segment revenues to the consolidated totals are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total net revenue for reportable segment | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate and all other | ( | ( | ( | ( | ||||||||||||||||||||||
| Consolidated total net revenue | $ | $ | $ | $ | ||||||||||||||||||||||
32
MARKETWISE, INC.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in thousands, except share, unit, per share, and per unit data)
The CODM does not use segment assets to evaluate segment performance or allocate resources. Therefore, we do not disclose segment assets. Long-lived assets were located in the United States as of June 30, 2026 and 2025.
In July 2025, we reorganized our reporting structure by eliminating our 1729 Research and Alta operating subsidiaries, which were also two of our three reporting units. Accordingly, assets and liabilities were reassigned to the operating subsidiary level, including 1729 Research and Alta goodwill of $14.2 million and $13.0 million, respectively, which was determined using a relative fair value approach. Significant assumptions of the valuation included, but were not limited to, prospective financial information, growth rates, discount rates, and inflation factors.
15. Subsequent Events
Subsequent events have been evaluated through August 6, 2026, which is the date that the financial statements were issued. The Company concluded there were no subsequent events that require recognition or disclosure other than what is disclosed in Note 8 – Stock-Based Compensation.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the financial condition and results of operations of MarketWise, Inc., a Delaware corporation (“MarketWise,” “we,” “us,” and “our”), should be read together with our unaudited financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”). The following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this report.
Overview
We are a leading multi-brand platform of subscription businesses that provides premium financial research, software, education, and tools for self-directed investors. We offer a comprehensive portfolio of high-quality, independent investment research, as well as several software and analytical tools, on a subscription basis.
MarketWise started in 1999 with the simple idea that, if we could publish intelligent, independent, insightful, and in-depth investment research and treat the subscriber the way we would want to be treated, then subscribers would renew their subscriptions and stay with us. Over the years, we have expanded our business into a comprehensive suite of investment research products and solutions. We now produce a diversified product portfolio from a variety of financial research brands such as Stansberry Research, Chaikin Analytics, Altimetry, TradeSmith, InvestorPlace, and Brownstone Research. Our entire investment research product portfolio is 100% digital and channel agnostic, and we offer all of our research across a variety of platforms, including desktop, laptop, and mobile devices, including tablets and mobile phones.
Today, we benefit from the confluence of a leading editorial team, a diverse portfolio of content and brands, and a comprehensive suite of investor-centric tools that appeal to a broad subscriber base.
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Second Quarter 2026 Highlights (1)
▪Total net revenue was $75.8 million in the second quarter 2026(2)
▪Total Billings were $91.2 million in the second quarter 2026, a year-over-year increase of 57%
▪Net loss was $2.6 million in the second quarter 2026
▪Cash from Operating Activities (“CFFO”) was $22.4 million in the second quarter 2026, an increase of $4.6 million compared to the second quarter 2025. On a year to date basis, CFFO improved by $0.8 million compared to first half of 2025.
▪Cash and cash equivalents were $32.9 million as of June 30, 2026, and no debt outstanding
(1) The second quarter 2026 and 2025 results reported herein are unaudited.
(2) Net Revenue (a GAAP measure) represents Billings that are recognized over the term of the subscription, which can be multiple years. Billings are amounts invoiced to customers in the period and is thus indicative of the current operating environment and demand for our products.
The following table presents net cash provided by operating activities, and the related margin as a percentage of net revenue, Adjusted CFFO (as defined below), a non-GAAP measure, and the related margin as a percentage of Billings, and Free Cash Flow, a non-GAAP measure, for each of the periods presented. For more information on our non-GAAP measures, see “Non-GAAP Financial Measures.”
| (In thousands) | Three Months Ended June 30, | |||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||
| Net cash provided by operating activities | $ | 22,421 | 17,842 | 25.7 | % | |||||||||||||||
| Total net revenue | 75,808 | 79,950 | (5.2) | % | ||||||||||||||||
| Net cash provided by operating activities margin | 29.6 | % | 22.3 | % | ||||||||||||||||
| Adjusted CFFO | $ | 22,421 | $ | 17,842 | 25.7 | % | ||||||||||||||
| Billings | 91,160 | 58,192 | 56.7 | % | ||||||||||||||||
| Adjusted CFFO Margin | 24.6 | % | 30.7 | % | ||||||||||||||||
| Free Cash Flow | $ | 21,402 | $ | 17,503 | 22.3 | % | ||||||||||||||
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Key Factors Affecting Our Performance
We believe that our growth and future success are dependent upon several factors, including those below and those noted in the “Risk Factors” section in the Annual Report. The key factors below represent significant business opportunities as well as challenges that we must successfully address in order to continue our growth and improve our financial results.
Growing our subscriber base with compelling unit economics. We are highly focused on continuing to acquire new subscribers to support our long-term growth. Our marketing spend is a large driver of new subscriber growth. At the heart of our marketing strategy is our compelling unit economics that combine long-term subscriber relationships, highly scalable content delivery, cost-effective customer acquisition, and high-margin conversions.
Our Paid Subscribers (as defined below) as of December 31, 2025 generated average customer lifetime Billings of approximately $2,031, resulting in a LTV/CAC (as defined below) ratio of approximately 2.0x. For more information on Billings and our LTV/CAC ratio and the components of this ratio, see “Key Business Metrics” and “Definitions of Metrics.”
We adjust our marketing spend to drive efficient and profitable customer acquisition. We can adjust our marketing spend in near real-time, and we monitor costs per acquisition relative to the cart value of the initial subscription.
As of June 30, 2026, our Paid Subscriber base was 400 thousand, an increase of 6 thousand, or 1.5%, from 394 thousand at June 30, 2025. The increase in Paid Subscribers is a result of an increased investment in customer acquisition and direct marketing in the first half 2026 of which we expect to decline in the second half of 2026 as we reduce these investments and focus on monetization of our existing subscriber base.
Our Paid Subscriber base is comprised of subscribers obtained through both direct-to-paid acquisition and free-to-paid conversions. Since 2023, direct-to-paid acquisition has accounted for approximately 48% of our annual Paid Subscriber acquisition, and is largely driven by display ads and targeted email campaigns. Our free subscription products also serve as a significant source of new Paid Subscribers, accounting for approximately 52% of our annual Paid Subscriber acquisition.
Retaining and expanding relationships with existing subscribers. We believe that we have a significant opportunity to expand our relationships with our large base of Active Free and Paid Subscribers. Thanks to the quality of our products, we believe our customers will continue their relationship with us and extend and increase their subscriptions over time. As we deepen our engagement with our subscribers, our customers tend to purchase more and higher-value products. Our ARPU (as defined below) as of June 30, 2026 was $822, which increased by $347, or 73.3% from $474 as of June 30, 2025. For more information on ARPU, see “Key Business Metrics — Average Revenue Per User.”
Our high-value composition rate reflects the percentage of Paid Subscribers that have purchased more than $600 of our products over their lifetime. We believe our high-value composition rate reflects our ability to retain existing subscribers through renewals and our ability to expand our relationship with them when those subscribers purchase higher-value subscriptions. Our ultra high-value composition rate reflects the percentage of Paid Subscribers that have purchased more than $5,000 of our products over their lifetime. We believe our ultra high-value composition rate reflects our ability to successfully build lifetime relationships with our subscribers, often across multiple products and brands. As of June 30, 2026, 60% of our Paid Subscribers were high-value subscribers and 28% of our Paid Subscribers were ultra high-value subscribers.
36
Definitions of Metrics
Throughout this discussion and analysis, a number of our financial and operating metrics are referenced which we do not consider to be key business metrics, but which we review to monitor performance, and which we believe may be useful to investors. These are:
High-value composition rate: High-value composition rate is the number of high-valued subscribers divided by Paid Subscribers. High-value subscribers are Paid Subscribers who have purchased greater than $600 in aggregate over their lifetime.
LTV/CAC ratio:
Lifetime Value (“LTV”) represents the average margin on customer lifetime Billings (that is, the estimated cumulative spend across a customer’s lifetime). Customer Acquisition Costs (“CAC”) are comprised of: direct marketing expenses; external revenue share expenses; retention and renewal expenses, copywriting and marketing salaries; telesales salaries and commissions; and customer service commissions.
We calculate LTV/CAC ratio as LTV divided by CAC. We use LTV/CAC ratio because we believe it is a standard metric for subscription-based businesses, and we believe that an LTV/CAC ratio above 3x is considered to be indicative of strong profitability and marketing efficiency. We believe that an increasing LTV per subscriber reflects our existing subscribers recognizing our value proposition, which will expand their relationship with us across our platform over time, either through a combination of additional product purchases or by joining our membership offerings. We believe investors should consider this metric when evaluating our ability to achieve a return on our marketing investment.
Net revenue retention: Net revenue retention is defined as Billings from all prior period cohorts in the current period, divided by all Billings from the prior period. We believe that a high net revenue retention rate is a measure of customer retention and an indicator of the engagement of our subscribers with our products. Investors should consider net revenue retention as an ongoing measure when evaluating our subscribers’ interest in continuing to subscribe to our products and spending more with us over time.
Subscriber count churn rate: Our subscriber count churn rate is defined as the number of paid subscribers who either cancelled or failed to renew all of their paid subscriptions during the period divided by the number of unique paid subscribers at the beginning of the period plus the number of new subscribers obtained during the period. Monthly subscriber count churn rate is defined by the annual subscriber count churn divided by twelve months.
Ultra high-value composition rate: Ultra high-value composition rate is the number of ultra high-valued subscribers divided by Paid Subscribers. Ultra high-value subscribers are Paid Subscribers who have purchased >$5,000 in aggregate over their lifetime.
Key Business Metrics
We review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions. We are not aware of any uniform standards for calculating these key
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metrics, which may hinder comparability with other companies who may calculate similarly titled metrics in a different way.
| As of and for the Three Months Ended June 30, | As of and for the Six Months Ended June 30, | As of and for the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | 2026 | % change | |||||||||||||||||||||||||||||||||||||||||||
| Active Free Subscribers | 2,113,005 | 2,251,301 | (6.1)% | 2,113,005 | 2,251,301 | (6.1)% | 1,957,983 | 7.9% | ||||||||||||||||||||||||||||||||||||||||||
| Paid Subscribers | 399,866 | 393,892 | 1.5% | 399,866 | 393,892 | 1.5% | 381,497 | 4.8% | ||||||||||||||||||||||||||||||||||||||||||
| ARPU | $ | 822 | $ | 474 | 73.3% | $ | 822 | $ | 474 | 73.3% | $ | 738 | 11.4% | |||||||||||||||||||||||||||||||||||||
| New Marketing Billings (in thousands) | $ | 73,641 | $ | 41,614 | 77.0% | $ | 134,520 | $ | 92,933 | 44.7% | $ | 60,879 | 21.0% | |||||||||||||||||||||||||||||||||||||
| Net Renewal Billings (in thousands) | $ | 16,369 | $ | 15,403 | 6.3% | $ | 35,383 | $ | 33,734 | 4.9% | $ | 19,014 | (13.9)% | |||||||||||||||||||||||||||||||||||||
| Other Billings (in thousands) | $ | 1,149 | $ | 1,175 | (2.2)% | $ | 2,629 | $ | 1,981 | 32.7% | $ | 1,480 | (22.4)% | |||||||||||||||||||||||||||||||||||||
| Total Billings (in thousands) | $ | 91,160 | $ | 58,192 | 56.7% | $ | 172,532 | $ | 128,648 | 34.1% | $ | 81,373 | 12.0% | |||||||||||||||||||||||||||||||||||||
Active Free Subscribers. Active Free Subscribers are defined as unique subscribers who have subscribed to one of our free investment publications via a valid email address and who have received and/or consumed our content during the quarter, excluding any Paid Subscribers who also have free subscriptions. Free subscriptions are often daily publications that include some commentary about the stock market, investing ideas, or other specialized topics. Included within our free publications are advertisements and editorial support for our current marketing campaigns. While subscribed to our publications, Active Free Subscribers learn about our editors and analysts, get to know our products and services, and learn more about ways we can help them be a better investor. Since 2023, approximately 52% of our new Paid Subscribers come from free to paid conversions.
Active Free Subscribers decreased by 0.2 million, or 6.1%, to 2.1 million as of June 30, 2026 as compared to 2.3 million as of June 30, 2025. The year over year decrease in Active Free Subscribers is a result of fewer free subscribers in total and a reduced number of free products available as we rationalize our offerings.
Active Free Subscribers increased by 0.1 million, or 7.9% to 2.1 million as of June 30, 2026 as compared to 2.0 million as of March 31, 2026. The sequential increase was the result of increased success with targeted email sends during the quarter.
Paid Subscribers. We define Paid Subscribers as the total number of unique subscribers with at least one paid subscription at the end of the period. We view the number of Paid Subscribers at the end of a given period as a key indicator of the attractiveness of our products and services, as well as the efficacy of our marketing in converting Free Subscribers to Paid Subscribers and generating direct-to-paid acquisitions. We grow our Paid Subscriber base through marketing directly to prospective and existing subscribers across a variety of media, channels, and platforms.
Total Paid Subscribers increased by 6 thousand, or 1.5%, to 400 thousand as of June 30, 2026 as compared to 394 thousand at June 30, 2025, primarily related to meaningfully increased opportunistic investment in customer acquisition that began in late first quarter 2026 and continued throughout second quarter 2026.
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Total Paid Subscribers increased by 19 thousand, or 4.8%, to 400 thousand as of June 30, 2026 as compared to 381 thousand as of March 31, 2026. The increase was a result of increased new subscriber acquisition driven by a continuation of opportunistic investment that continued throughout the second quarter 2026. There were many successful campaigns in the quarter while churn remained at low levels relative to recent history.
Subscriber count churn has ranged from approximately 2.4% to 3.7% per month between 2023 and 2025. Almost all of the subscribers who churned in second quarter 2026 did so having owned only one entry level publication. This is evidenced by the fact that their ARPU approximately matched the subscription price of our entry level publications. We believe our net revenue retention rate, which improved from 53% in 2024 to 91% in 2025, is a more meaningful gauge of subscriber satisfaction.
Average Revenue Per User (“ARPU”). We calculate ARPU as the trailing four quarters of net Billings divided by the average number of quarterly total Paid Subscribers over that period. We believe ARPU is a key indicator of how successful we are in attracting subscribers to higher value content. We believe that our high ARPU is indicative of the trust we build with our subscribers and of the value they see in our products and services.
ARPU increased by $347, or 73.3%, to $822 as of June 30, 2026 as compared to $474 as of June 30, 2025. The year-over-year increase was driven by a 35% increase in trailing four-quarter Billings, while trailing four-quarter average Paid Subscribers decreased by 22%. The Billings increase was seen across our product categories with the highest level of growth on a percentage basis coming from our software offerings. The decrease in trailing four-quarter Paid Subscribers was driven by the winding down of our Legacy Research business during 2024. At the time of shutdown, paid Legacy Research subscribers were given replacement subscriptions to other affiliates within MarketWise for at least the duration of their original subscription. The last significant batch of these replacement subscriptions expired in the second quarter 2025 and as such, those subscribers are still impacting the trailing four-quarter Paid Subscribers ending June 30, 2025.
ARPU increased by $83, or 11.4%, to $822 as of June 30, 2026 as compared to $738 as of March 31, 2026. The sequential increase was driven by a 11.7% increase in trailing four-quarter Billings, while trailing four-quarter average Paid Subscribers were flat. Our ARPUs remain high relative to other subscription businesses, and we attribute this to the quality of our content and effective sales and marketing efforts regarding higher value content, bundled subscriptions and membership subscriptions.
Billings. Billings represent amounts invoiced to customers. We measure and monitor our Billings because it provides insight into trends in cash generation from our marketing campaigns. We generally bill our subscribers at the time of sale and receive full cash payment up front, and defer and recognize a portion of the related revenue ratably over time for term and membership subscriptions. For certain subscriptions, we may invoice our Paid Subscribers at the beginning of the term, in annual or monthly installments, and, from time to time, in multi-year installments. Only amounts invoiced to a Paid Subscriber in a given period are included in Billings. While we believe that Billings provides valuable insight into the cash that will be generated from sales of our subscriptions, this metric may vary from period to period for a number of reasons and, therefore, Billings has a number of limitations as a quarter-over-quarter or year-over-year comparative measure. These reasons include, but are not limited to, the following: (i) a variety of contractual terms could result in some periods having a higher proportion of annual or membership subscriptions than other periods; (ii) fluctuations in payment terms may affect the Billings recognized in a particular period; and (iii) the timing of large campaigns may vary significantly from period to period.
While Net Revenue and Billings are both related to sales of our products, there are key differences in how those sales are recognized. From a Net Revenue perspective, substantially all of the amounts invoiced to customers are originally reported as deferred revenue on our Balance Sheet and are subsequently recognized as Net Revenue over a period up to 5 years; whereas Billings, as defined above, represents amounts invoiced to customers in each period, and provides more insight from a cash generation perspective. As a result, there will be a perpetual disconnect between Billings and Net Revenue.
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We break down our Billings into three sub-categories: New Marketing Billings, Net Renewal Billings, and Other Billings.
New Marketing Billings are Billings from all new subscription sales. New Marketing Billings increased by $32.0 million, or 77.0%, to $73.6 million for second quarter 2026 as compared to $41.6 million for second quarter 2025. The increase was driven by sales across all of our categories, with the largest percentage increases coming from our entry level traditional newsletters followed by software related content and higher value traditional newsletters.
New Marketing Billings increased by $12.7 million, or 21.0% to $73.6 million for second quarter 2026 as compared to $60.9 million in first quarter 2026. The increase was primarily driven by sales of our higher value traditional newsletters in the second quarter 2026.
Net Renewal Billings are Billings from renewals and maintenance fee payments. Net Renewal Billings increased by $1.0 million, or 6.3%, to $16.4 million for second quarter 2026 as compared to $15.4 million for second quarter 2025. The increase was primarily driven by renewals of our higher value traditional newsletters.
Net Renewal Billings decreased by $2.6 million, or 13.9%, to $16.4 million for second quarter 2026 as compared to $19.0 million for first quarter 2026. The decrease was driven by a far smaller base of subscriptions available for renewal in second quarter 2026 vs first quarter 2026 due to timing of campaigns in the previous year.
Other Billings are Billings from revenue share, advertising and conferences. Other Billings decreased by $0.1 million, or 2.2% to $1.1 million for second quarter 2026 as compared to $1.2 million for second quarter 2025.
Other Billings decreased by $0.4 million or 22.4% to $1.1 million for second quarter 2026 as compared to $1.5 million for first quarter 2026 as a result of decreasing revenue share activity with external parties.
Total Billings increased by $33.0 million, or 56.7%, to $91.2 million for the second quarter 2026 as compared to $58.2 million for second quarter 2025. The increase was primarily driven by new marketing sales across all categories.
Total Billings increased by $9.8 million, or 12.0%, to $91.2 million for second quarter 2026 as compared to $81.4 million for first quarter 2026. The increase was primarily driven by new marketing sales of higher value traditional newsletters and to a lesser extent, new marketing sales of entry level traditional newsletters. a
Components of MarketWise’s Results of Operations
Net Revenue
We generate net revenue primarily from services provided in delivering term and membership subscription-based financial research, publications, and SaaS offerings to individual subscribers through our online platforms, and from advertising arrangements, print products, and events. We also recognize net revenue through revenue share agreements where we earn a commission for successful sales that other parties generate from our customer list.
Employee Compensation Costs
Employee compensation costs, or payroll and payroll-related costs, include salaries, bonuses, benefits, and stock-based compensation for employees classified within cost of revenue, sales and marketing, and general and administrative, and also includes sales commissions for sales and marketing employees. Stock-based compensation includes amounts related to our 2021 Incentive Award Plan, our ESPP, and profits interests.
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Cost of Revenue
Cost of revenue consists primarily of employee compensation costs associated with producing and publishing our content, hosting fees, customer service, credit card processing fees, product costs, and allocated overhead. Cost of revenue is exclusive of depreciation and amortization, which is shown as a separate line item.
Sales and Marketing
Sales and marketing expenses consist primarily of employee compensation costs, amortization of deferred contract acquisition costs, agency costs, advertising campaigns, and branding initiatives. Sales and marketing expenses are exclusive of depreciation and amortization shown as a separate line item.
General and Administrative
General and administrative expenses consist primarily of employee compensation costs associated with our finance, legal, information technology, human resources, executive, and administrative personnel, legal fees, corporate insurance, office expenses, professional fees, and travel and entertainment costs.
Research and Development
Research and development expenses consist primarily of employee compensation costs, technical services, software expenses, and hosting expenses associated with maintaining and enhancing the functionality of our platforms, including our software and analytical tools. Research and development expenses are exclusive of depreciation and amortization shown as a separate line item.
Depreciation and Amortization
Depreciation and amortization expenses consist of amortization of trade names, customer relationship intangibles, and software development costs, as well as depreciation on other property and equipment such as leasehold improvements, furniture and fixtures, and computer equipment.
Impairment Losses
Impairment losses relate to impairment of intangible assets.
Related Party Expense
Related party expenses primarily consist of Board of Director compensation, revenue share expenses and expenses for certain corporate functions performed by a related party for certain historic periods.
Other Income, Net
Other income, net primarily consists of the net gains or losses on our embedded derivative instruments and gain on sale of business unit.
Interest Income, Net
Interest income, net primarily consists of interest income from our money market accounts.
Net Income Attributable to Noncontrolling Interests
As of June 30, 2026, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 17.0% and the noncontrolling interest was 83.0%. For the three months ended June 30, 2026, net income attributable to controlling interests included a $0.2 million tax benefit, and for six months ended June 30, 2026, net income attributable to controlling interests included a $0.1 million tax benefit both of which were 100% attributable to the controlling interest.
As of June 30, 2025, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 14.8% and the noncontrolling interest was 85.2%. For the three and six months ended June 30, 2025, net income attributable to
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controlling interests included a $0.6 million tax provision and a $1.7 million tax provision, respectively, which is 100% attributable to the controlling interest.
Results of Operations
The following table sets forth our results of operations for the periods presented:
| (In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net revenue | $ | 75,290 | $ | 79,309 | $ | 151,667 | $ | 162,323 | ||||||||||||||||||
| Related party revenue | 518 | 641 | 1,170 | 1,134 | ||||||||||||||||||||||
| Total net revenue | 75,808 | 79,950 | 152,837 | 163,457 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
Cost of revenue(1) | 11,112 | 10,950 | 22,259 | 22,885 | ||||||||||||||||||||||
Sales and marketing(1) | 42,815 | 31,626 | 82,510 | 65,704 | ||||||||||||||||||||||
General and administrative(1) | 22,693 | 19,744 | 46,860 | 37,072 | ||||||||||||||||||||||
Research and development(1) | 2,721 | 2,141 | 5,046 | 4,487 | ||||||||||||||||||||||
| Depreciation and amortization | 565 | 500 | 1,083 | 1,031 | ||||||||||||||||||||||
| Impairment of intangible assets | — | — | — | 380 | ||||||||||||||||||||||
| Related party expense | 158 | 178 | 431 | 307 | ||||||||||||||||||||||
| Total operating expenses | 80,064 | 65,139 | 158,189 | 131,866 | ||||||||||||||||||||||
| (Loss) income from operations | (4,256) | 14,811 | (5,352) | 31,591 | ||||||||||||||||||||||
| Other income, net | 1,182 | 343 | 1,276 | 501 | ||||||||||||||||||||||
| Interest income, net | 290 | 769 | 800 | 1,710 | ||||||||||||||||||||||
| (Loss) income before income taxes | (2,784) | 15,923 | (3,276) | 33,802 | ||||||||||||||||||||||
| Income tax (benefit) expense | (156) | 613 | (94) | 1,651 | ||||||||||||||||||||||
| Net (loss) income | (2,628) | 15,310 | (3,182) | 32,151 | ||||||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | (1,999) | 14,013 | (1,980) | 29,964 | ||||||||||||||||||||||
| Net (loss) income attributable to MarketWise, Inc. | $ | (629) | $ | 1,297 | $ | (1,202) | $ | 2,187 | ||||||||||||||||||
(1)Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item.
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The following table sets forth our consolidated statements of operations data expressed as a percentage of net revenue for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
Cost of revenue(1) | 14.7 | % | 13.7 | % | 14.6 | % | 14.0 | % | ||||||||||||||||||
Sales and marketing(1) | 56.5 | % | 39.6 | % | 54.0 | % | 40.2 | % | ||||||||||||||||||
General and administrative(1) | 29.9 | % | 24.7 | % | 30.7 | % | 22.7 | % | ||||||||||||||||||
Research and development(1) | 3.6 | % | 2.7 | % | 3.3 | % | 2.7 | % | ||||||||||||||||||
| Depreciation and amortization | 0.7 | % | 0.6 | % | 0.7 | % | 0.6 | % | ||||||||||||||||||
| Impairment of intangible assets | — | % | — | % | — | % | 0.2 | % | ||||||||||||||||||
| Related party expense | 0.2 | % | 0.2 | % | 0.3 | % | 0.2 | % | ||||||||||||||||||
| Total operating expenses | 105.6 | % | 81.5 | % | 103.5 | % | 80.7 | % | ||||||||||||||||||
| (Loss) income from operations | (5.6) | % | 18.5 | % | (3.5) | % | 19.3 | % | ||||||||||||||||||
| Other income, net | 1.6 | % | 0.4 | % | 0.8 | % | 0.3 | % | ||||||||||||||||||
| Interest income, net | 0.4 | % | 1.0 | % | 0.5 | % | 1.0 | % | ||||||||||||||||||
| (Loss) income before income taxes | (3.7) | % | 19.9 | % | (2.1) | % | 20.7 | % | ||||||||||||||||||
| Income tax (benefit) expense | (0.2) | % | 0.8 | % | (0.1) | % | 1.0 | % | ||||||||||||||||||
| Net (loss) income | (3.5) | % | 19.1 | % | (2.1) | % | 19.7 | % | ||||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | (2.6) | % | 17.5 | % | (1.3) | % | 18.3 | % | ||||||||||||||||||
| Net (loss) income attributable to MarketWise, Inc. | (0.8) | % | 1.6 | % | (0.8) | % | 1.3 | % | ||||||||||||||||||
(1)Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item.
Comparison of Three Months Ended June 30, 2026 and Three Months Ended June 30, 2025
Net Revenue
| (In thousands) | Three Months Ended June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net revenue | $ | 75,808 | $ | 79,950 | $ | (4,142) | (5.2) | % | |||||||||||||||
The decrease in net revenue was primarily driven by a decrease of $2.1 million in membership subscription revenue, $1.9 million in term subscription revenue, and $0.2 million in non-subscription revenue.
Membership subscription and term subscription revenue decreased during the three months ended June 30, 2026, primarily due to the wind down of Legacy Research and a decrease in Billings in prior periods causing reduced revenue recognition in the 2026 period since revenue is deferred and recognized over the subscription term. This is partially offset by an increase in Billings. Importantly, while Billings for the second quarter of 2026 increased 56.7% year over year, and represented the strongest quarterly Billings total since 2023, only a portion is recognized as Net Revenue in the current period, with the majority of the Billings recorded as Deferred Revenue to be recognized over future periods.
Non-subscription revenue decreased during the three months ended June 30, 2026, primarily due to decrease in income related to revenue share agreements.
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Operating Expenses
| (In thousands) | Three Months Ended June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenue | $ | 11,112 | $ | 10,950 | $ | 162 | 1.5 | % | |||||||||||||||
| Sales and marketing | 42,815 | 31,626 | 11,189 | 35.4 | % | ||||||||||||||||||
| General and administrative | 22,693 | 19,744 | 2,949 | 14.9 | % | ||||||||||||||||||
| Research and development | 2,721 | 2,141 | 580 | 27.1 | % | ||||||||||||||||||
| Depreciation and amortization | 565 | 500 | 65 | 13.0 | % | ||||||||||||||||||
| Impairment of intangible assets | — | — | — | N/M | |||||||||||||||||||
| Related party expenses | 158 | 178 | (20) | (11.2) | % | ||||||||||||||||||
| Total operating expenses | $ | 80,064 | $ | 65,139 | $ | 14,925 | 22.9 | % | |||||||||||||||
Cost of Revenue
Cost of revenue increased $0.2 million primarily driven by a $1.0 million increase in credit card fees. This increase in Cost of revenue was partially offset by a $0.4 million decrease in stock-based compensation expense, and $0.3 million in salaries, taxes and benefits and outside labor.
Sales and Marketing
Sales and marketing expenses increased $11.2 million primarily due to a $12.8 million increase in marketing expense as the Company increased marketing efforts in the quarter due to multiple successful product launches. The increase in marketing expenses drove higher customer acquisition in the quarter which also resulted in an increase in Paid Subscribers following several years of Paid Subscriber declines. From a timing perspective, the majority of Sales and marketing expenses are recognized in the period incurred whereas a majority of Billings resulting from the marketing efforts are recorded as Deferred Revenue. Additionally, Sales and marketing expense increased due to a $1.2 million increase in salaries, taxes and benefits due to increased headcount. This increase in Sales and marketing expense was partially offset by a $2.6 million decrease in amortization of deferred contract acquisition costs.
General and Administrative
General and administrative expense increased $2.9 million primarily due to an increase of $1.4 million in incentive compensation, $0.8 million in professional services, $0.7 million in software expense, $0.3 million in salaries, taxes and benefits, and $1.1 million in stock-based compensation expense. This increase in general and administrative expense was offset by a $1.4 million decrease in outside labor.
Research and Development
Research and development expense increased $0.6 million primarily due to $0.4 million additional spending for expanded maintenance and enhancement of the Company’s SaaS platform, including increased external technical support. The increase also included $0.2 million of higher spending for freelance editorial and content development services.
Comparison of Six Months Ended June 30, 2026 and Six Months Ended June 30, 2025
Net Revenue
| (In thousands) | Six Months Ended June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net revenue | $ | 152,837 | $ | 163,457 | $ | (10,620) | (6.5) | % | |||||||||||||||
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The decrease in net revenue was primarily driven by a $8.9 million decrease in term subscription revenue and a $2.3 million decrease in membership subscription revenue, partially offset by a $0.6 million increase in non-subscription revenue.
Membership subscription and term subscription revenue decreased during the six months ended June 30, 2026, primarily due to the wind down of Legacy Research and a decrease in Billings in prior periods causing reduced revenue recognition in the 2026 period since revenue is deferred and recognized over the subscription term. This is partially offset by an increase in Billings. Importantly, while Billings for the six months ended June 30, 2026, increased 34.1% year over year, and represented the strongest quarterly Billings total since 2023, only a portion is recognized as Net Revenue in the current period, with the majority of the Billings recorded as Deferred Revenue to be recognized over future periods.
Non-subscription revenue increased during the six months ended June 30, 2026, primarily due to income related to revenue share agreements.
Operating Expenses
| (In thousands) | Six Months Ended June 30, | $ Change | % Change | ||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenue | $ | 22,259 | $ | 22,885 | $ | (626) | (2.7) | % | |||||||||||||||
| Sales and marketing | 82,510 | 65,704 | 16,806 | 25.6 | % | ||||||||||||||||||
| General and administrative | 46,860 | 37,072 | 9,788 | 26.4 | % | ||||||||||||||||||
| Research and development | 5,046 | 4,487 | 559 | 12.5 | % | ||||||||||||||||||
| Depreciation and amortization | 1,083 | 1,031 | 52 | 5.0 | % | ||||||||||||||||||
| Impairment of intangible assets | — | 380 | (380) | (100.0) | % | ||||||||||||||||||
| Related party expenses | 431 | 307 | 124 | 40.4 | % | ||||||||||||||||||
| Total operating expenses | $ | 158,189 | $ | 131,866 | $ | 26,323 | 20.0 | % | |||||||||||||||
Cost of Revenue
Cost of revenue decreased $0.6 million primarily driven by a $1.1 million decrease in stock-based compensation expense, $0.4 million in salaries, taxes and benefits and outside labor and $0.3 million in customer service expense. This decrease in Cost of revenue was partially offset by an increase of $1.2 million in credit card fees.
Sales and Marketing
Sales and marketing expenses increased $16.8 million primarily due to a $22.1 million increase in marketing expense as the Company meaningfully increased marketing efforts in the first half of 2026 due to multiple successful product launches. The increase in marketing expenses drove significantly higher customer acquisition in the quarter which also resulted in an increase in Paid Subscribers following several years of Paid Subscriber declines. From a timing perspective, the majority of Sales and marketing expenses are recognized in the period incurred whereas a majority of Billings resulting from the marketing efforts are recorded as Deferred Revenue. Additionally, Sales and marketing expense increased due to a $2.2 million increase in salaries, taxes and benefits due to increased headcount. This increase in Sales and marketing expense was partially offset by a $7.3 million decrease in amortization of deferred contract acquisition costs.
General and Administrative
General and administrative expense increased $9.8 million primarily due to $2.5 million increase in variable compensation, $2.3 million in professional services, $1.4 million in software expense and $1.0 million in salaries, taxes and benefits. Additionally, the 2025 period’s expense was reduced by one time items including a $1.6 million
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gain on lease termination and a $1.7 million gain primarily from change in fair value of contingent consideration. These increases were partially offset by a $0.9 million decrease in outside labor.
Research and Development
Research and development expense increased $0.6 million primarily due higher spending related to expanded maintenance and enhancements, including increased external technical support and additional project scope.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we believe that the below non-GAAP financial measures are useful in evaluating operating performance. We use the below non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. This non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
These new non-GAAP measures are provided in addition to, and not as a substitute for or superior to, our existing non-GAAP financial measures, which we will continue to present.
Management uses these non-GAAP measures internally to evaluate performance and make operating decisions, and we believe they provide a meaningful perspective to investors when used in conjunction with our GAAP results.
These non-GAAP measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of other GAAP financial measures, such as cash flow from operations, operating cash flow margin, and net income. Some of the limitations of using these non-GAAP measures are that these metrics may be calculated differently by other companies in our industry.
| (In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Adjusted CFFO | $ | 22,421 | $ | 17,842 | 25.7% | $ | 20,346 | $ | 19,575 | 3.9% | ||||||||||||||||||||||||||||
| Adjusted CFFO Margin | 24.6 | % | 30.7 | % | 11.8 | % | 15.2 | % | ||||||||||||||||||||||||||||||
| Free Cash Flow | $ | 21,402 | $ | 17,503 | 22.3% | $ | 18,727 | $ | 19,014 | (1.5)% | ||||||||||||||||||||||||||||
Adjusted CFFO / Adjusted CFFO Margin
We believe that Adjusted CFFO and Adjusted CFFO Margin are useful indicators that provide information to management and investors about our ability to generate cash, and for internal planning and forecasting purposes.
We expect Adjusted CFFO and Adjusted CFFO Margin to fluctuate in future periods as we invest in our business to execute our growth strategy. These activities, along with any non-recurring items as described above, may result in fluctuations in Adjusted CFFO and Adjusted CFFO Margin in future periods.
The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted CFFO for each of the periods presented:
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| (In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 22,421 | $ | 17,842 | 25.7% | $ | 20,346 | $ | 19,575 | 3.9% | ||||||||||||||||||||||||||||
| Nonrecurring expenses | — | — | N/M | — | — | N/M | ||||||||||||||||||||||||||||||||
| Adjusted CFFO | $ | 22,421 | $ | 17,842 | 25.7% | $ | 20,346 | $ | 19,575 | 3.9% | ||||||||||||||||||||||||||||
The following table provides the calculation of net cash provided by operating activities margin as a percentage of total net revenue, the most directly comparable financial measure in accordance with GAAP, and Adjusted CFFO Margin for each of the periods presented:
| (In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | |||||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 22,421 | 17,842 | 25.7% | $ | 20,346 | 19,575 | 3.9% | ||||||||||||||||||||||||||||||
| Total net revenue | 75,808 | 79,950 | (5.2)% | 152,837 | 163,457 | (6.5)% | ||||||||||||||||||||||||||||||||
| Net cash provided by operating activities margin | 29.6 | % | 22.3 | % | 13.3 | % | 12.0 | % | ||||||||||||||||||||||||||||||
| Adjusted CFFO | $ | 22,421 | $ | 17,842 | 25.7% | $ | 20,346 | $ | 19,575 | 3.9% | ||||||||||||||||||||||||||||
| Billings | 91,160 | 58,192 | 56.7% | 172,533 | 128,648 | 34.1% | ||||||||||||||||||||||||||||||||
| Adjusted CFFO Margin | 24.6 | % | 30.7 | % | 11.8 | % | 15.2 | % | ||||||||||||||||||||||||||||||
CFFO and Adjusted CFFO for the three months ended June 30, 2026 was primarily due to net loss of $2.6 million, adjusted for net non-cash items which increased cash by $3.3 million. This was partially offset by net changes in our operating assets and liabilities which increased cash by $21.8 million, primarily driven by changes in deferred contract costs and deferred revenue.
Based on the nature of our business, CFFO fluctuates from quarter to quarter. Specifically, Q2 and Q4 tend to have higher CFFO while Q1 and Q3 tend to have lower CFFO. The amount of CFFO in any given quarter is impacted by the timing of product launches, marketing campaigns, and discrete working capital items.
Free Cash Flow
We define Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures. We define capital expenditures as purchases of property and equipment plus capitalized software development costs. Acquisitions are not included in capital expenditures.
We believe Free Cash Flow is a useful indicator that provides information to management and investors about the cash generated by the business that is available for discretionary purposes, such as dividends and strategic investments.
The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP, to Free Cash Flow for each of the periods presented:
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| (In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 22,421 | $ | 17,842 | 25.7% | $ | 20,346 | $ | 19,575 | 3.9 | % | |||||||||||||||||||||||||||
| Capital expenditures | (1,019) | (339) | 200.6% | (1,619) | (561) | 188.6 | % | |||||||||||||||||||||||||||||||
| Free Cash Flow | $ | 21,402 | $ | 17,503 | 22.3% | $ | 18,727 | $ | 19,014 | (1.5) | % | |||||||||||||||||||||||||||
Liquidity and Capital Resources
General
A substantial portion of our cash on hand is the result of the nature of our subscription business. We receive cash up front from our sales of annual, multi-year, and membership subscriptions. For tax and GAAP purposes, however, this revenue is deferred and recognized over the term of the subscription, or in the case of membership subscriptions, over four years for tax and five years for GAAP. Tax distributions are made to MarketWise Members to satisfy their tax obligations when revenue is recognized for tax purposes, not when cash is received. The timing difference between when cash is received and when tax distributions are made results in an accumulation of cash on our balance sheet.
We refer to this accumulation of cash as our “float” which we view as a valuable resource that we may invest or use to expand our operations. The Company estimates that the amount of “float” was approximately $97.2 million and $98.2 million as of June 30, 2026 and December 31, 2025, respectively. As part of the Company's broader capital allocation strategy, our consolidated cash balance may from time to time decline below our estimate of the long term float requirement.
The Company may invest a portion of this cash in financial instruments to achieve reasonable returns on a risk-adjusted basis. The investment allocation decisions are based in part on the anticipated liquidity requirements of the Company including working capital, estimated tax related distributions, and broader capital allocation objectives.
For the three and six months ended June 30, 2026, respectively, the Company earned interest income of $0.3 million and $0.8 million, respectively, on our cash portfolio which was invested solely in money market funds.
The Company may allocate a portion of our “float” to investments meeting pre-determined guidelines, including U.S.-listed equity securities, with the objective to provide an acceptable rate of return while complying with established risk tolerances and liquidity parameters. The Board is responsible for approving investment decisions. Gains and losses on marketable securities may fluctuate significantly from period to period in the future and could have a significant impact on the Company’s results of operations. Historically, the Company has only invested in money market funds.
As of June 30, 2026, our principal sources of liquidity were cash and cash equivalents of $32.9 million. Cash and cash equivalents are comprised of bank deposits, money market funds, and certificates of deposit. We have financed our operations primarily through cash received from operations, and our sources of liquidity have enabled us to make continued investments in supporting the growth of our business. We expect that our anticipated operating cash flows, in addition to cash on hand, will enable us to continue to make investments in the future, and to pay dividends. We expect our operating cash flows to further improve as we increase our operational efficiency and experience economies of scale.
We pay quarterly dividends on shares of our Class A common stock and a proportionate amount of distributions on our LLC Units. Our continued declaration and payment of dividends and institution of any other distributions of capital to shareholders will nonetheless be at the discretion of our Board and will depend on many factors, including our earnings, financial condition and results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, ability to obtain cash or other assets from our subsidiaries, restrictions imposed by applicable law, general business conditions and other factors that our Board may deem
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relevant. There can be no assurance that we will continue to pay dividends in the future. Therefore, the success of an investment in shares of our Class A common stock may in the future depend only upon any future appreciation in their value. There is no guarantee that shares of our Class A common stock will appreciate or even maintain their value.
The dividends and distributions declared during the six months ended June 30, 2026, were as follows:
| Dividends on Class A common stock | Other distributions on LLC Units | ||||||||||||||||||||||||||||
| Type | Date declared | Date paid | per share | Total | per unit | Total | |||||||||||||||||||||||
| Special | March 3, 2026 | March 31, 2026 | $ | 0.20 | $ | 507 | N/A | N/A | |||||||||||||||||||||
| Regular | March 3, 2026 | March 31, 2026 | $ | 0.25 | $ | 634 | $ | 0.25 | $ | 3,394 | |||||||||||||||||||
| Special | May 5, 2026 | June 25, 2026 | $ | 0.20 | $ | 528 | N/A | N/A | |||||||||||||||||||||
| Regular | May 5, 2026 | June 25, 2026 | $ | 0.25 | $ | 660 | $ | 0.25 | $ | 3,247 | |||||||||||||||||||
We believe that our existing cash and cash equivalents and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from subscribers, the pace of expansion of sales and marketing activities, the timing and extent of spending to support development efforts, and the introduction of new and enhanced products. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies.
We expect to incur payment obligations under the Tax Receivable Agreement in the future. These obligations correspond to future cash tax savings that MarketWise, Inc. derives from tax-related benefits created as MarketWise Members exchange their LLC Units for shares of Class A common stock of MarketWise, Inc. This obligation is equal to 85% of the estimated future tax benefit for MarketWise, Inc. and is recorded as a TRA liability on the condensed consolidated balance sheet. The TRA liability was $3.1 million as of June 30, 2026. During the three and six months ended June 30, 2026, the Company paid $0.0 million and $0.1 million under the TRA, respectively, and expects to pay $0.6 million within the next twelve months. These obligations may be significant in the future. MarketWise, Inc. intends to cause MarketWise, LLC to make distributions to MarketWise, Inc. in an amount sufficient to allow MarketWise, Inc. to pay its tax obligations and operating expenses, including distributions to fund any payments due under the Tax Receivable Agreement. If MarketWise, LLC does not have sufficient cash to fund distributions to MarketWise, Inc. in amounts sufficient to cover MarketWise, Inc.’s obligations under the Tax Receivable Agreement, it may have to borrow funds, which could materially adversely affect its liquidity and financial condition and subject it to various restrictions imposed by any such lenders. To the extent that MarketWise, Inc. is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. For additional information regarding the Tax Receivable Agreement, see the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Tax Receivable Agreement” in the Annual Report.
Furthermore, to the extent we have taxable income, we will make distributions to the MarketWise Members and to MarketWise, Inc. in amounts sufficient for the recipients to pay taxes due on their share of MarketWise income at prevailing individual income tax rates, which for the 2026 tax year the highest federal, state and local tax rate the Company used was 50.6%. In the quarter ended June 30, 2026, MarketWise, LLC made quarterly tax distributions of $33.7 million proportionately to all MarketWise Members, including MarketWise, Inc. These quarterly tax distributions to MarketWise, Inc. exceeded its corporate tax liability and enabled MarketWise, Inc. to declare and pay the aforementioned special dividend with the excess tax distribution proceeds. We expect MarketWise, Inc. will receive quarterly tax distributions in future quarters such that quarterly special dividends are expected to continue, however the amount is uncertain. Beginning in the third quarter 2026, the Company declared a regular dividend in the amount of $0.45 to holders of Class A common stock and will discontinue the use of the term special dividend. A comparable distribution of $0.25 per unit has also been approved to holders of MarketWise, LLC units. We expect to continue to calculate and issue regular dividends using a methodology equivalent to historical total dividends, such that we expect no material change to our capital structure.
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We believe that our existing cash and cash equivalents and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. However, in the event that we require additional financing in the future, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
Share Repurchase Program
On February 28, 2025, the Company announced that the Board authorized a stock repurchase program of up to $50 million, which expired in April 2026.
On May 7, 2026, the Company announced that the Board of Directors authorized a new stock repurchase program of up to $50 million of Class A common stock.
For each share of Class A common stock the Company repurchases under the share repurchase program, MarketWise, LLC, the Company’s direct subsidiary, will redeem one common unit of MarketWise, LLC held by the Company, decreasing the percentage ownership of MarketWise, LLC by the Company and relatively increasing the ownership by the other unit holders of MarketWise, LLC. During the three and six months ended June 30, 2026, we repurchased 18,054 shares totaling $313 in the aggregate, and 21,311 shares totaling $370 in the aggregate, respectively.
Legacy Reorganization
In October 2024, we completed our reorganization and operational transition plans with respect to substantially all of the Legacy Research brands. The Company dissolved the Legacy Research legal entities during the second quarter 2025. For further background, see Note 4 – Acquisitions and Disposals in our Annual Report on Form 10-K for the year ended December 31, 2024.
In March 2025, Legacy Research agreed to terminate its office lease early. During the three months ended March 31, 2025, the Company recorded an impairment loss on leasehold improvement assets totaling $380, and the related lease was terminated for a gain of $1,646, which is included within general and administrative expense.
Cash Flows
The following table presents a summary of our consolidated cash flows provided by (used in) operating, investing, and financing activities for the periods indicated:
| (In thousands) | Six Months Ended June 30, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 20,346 | $ | 19,575 | ||||||||||
| Net cash used in investing activities | (1,619) | (561) | ||||||||||||
| Net cash used in financing activities | (55,937) | (47,778) | ||||||||||||
Operating Activities
For the six months ended June 30, 2026, net cash provided by operating activities was $20.3 million, attributable to net loss of $3.2 million adjusted for net non-cash items which increased cash by $6.2 million and net changes in our operating assets and liabilities which increased cash by $17.3 million (primarily driven by net changes in deferred contract costs and deferred revenue). The non-cash items include stock-based compensation expense of $5.1 million, and depreciation and amortization expense of $1.1 million.
For the six months ended June 30, 2025, net cash provided by operating activities was $19.6 million, primarily due to net income of $32.2 million, adjusted for net non-cash items which increased cash by $8.0 million, and partially offset by net changes in our operating assets and liabilities which reduced cash by $20.5 million. The non-
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cash items include stock-based compensation expense and depreciation and amortization of 5.7 million and 1.0 million, respectively. The changes in operating assets and liabilities were primarily driven by a decrease in deferred revenue, which reduced cash by $33.1 million due to lower Billings, partially offset by a decrease in deferred contract acquisition costs, which increased cash by $16.6 million.
Investing Activities
For the six months ended June 30, 2026, net cash used in investing activities was $1.6 million, primarily for purchases of property and equipment, and capitalized software costs.
For the six months ended June 30, 2025, net cash used in investing activities was $0.6 million, primarily driven by $0.4 million in capitalized software development costs.
Financing Activities
For the six months ended June 30, 2026, net cash used in financing activities was $55.9 million, primarily driven by $33.7 million in tax distribution to noncontrolling interests, $6.7 million in other distribution to noncontrolling interests, $2.3 million in dividends to Class A shareholders and $12.2 million in one-time cash settlement payment.
For the six months ended June 30, 2025, net cash used in financing activities was $47.8 million, primarily due to $33.8 million in tax distributions to noncontrolling interests, $9.1 million in other distribution to noncontrolling interests, $2.8 million in dividends to Class A shareholders, and $1.9 million in repurchases of stock.
Critical Accounting Estimates
Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an ongoing basis, management evaluates its estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
Management believes that, of our significant accounting policies, which are described in Note 2 to our consolidated financial statements for the year ended December 31, 2025 in our Annual Report, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, management believes that “Revenue Recognition” and “Transactions and Valuation of Goodwill and Other Acquired Intangible Assets” are the two policies that are the most critical to aid in fully understanding and evaluating our condensed consolidated financial condition and results of operations. Refer to the 2025 Annual Report on Form 10-K for further discussion of these two policies. During the three and six months ended June 30, 2026, there were no material changes to these policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Operating and Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Operating and Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
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There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Operating and Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject to various legal proceedings, claims, and governmental inspections, audits, or investigations that arise in the ordinary course of our business. Although the outcomes of these claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters would not be expected to have a material adverse effect on our financial position, results of operations, or cash flows.
On April 21, 2026, the Company and MarketWise, LLC (collectively, the “MarketWise Group”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Mark P. Arnold, the Company’s former Chief Executive Officer, and JAMA 2021, LLC (together with Mr. Arnold, the “Arnold Parties”). The Settlement Agreement resolves Mr. Arnold’s demand for arbitration (“Arbitration”) that was previously disclosed in Item 3 of the Company’s Annual Reports filed on Form 10-K for the fiscal years ended December 31, 2024 and December 31, 2025.
Pursuant to the Settlement Agreement: (i) on April 22, 2026 the MarketWise Group made a one-time cash payment of $12.16 million to Mr. Arnold (the “Settlement Payment”); (ii) the Arnold Parties surrendered, and MarketWise, LLC redeemed and canceled an aggregate of 520,867 common units of MarketWise, LLC (the “Common Units”), along with the corresponding shares of the Company’s Class B common stock, held by the Arnold Parties; (iii) the Arnold Parties waived and released their rights, including rights to future payments, under that certain Tax Receivables Agreement dated July 21, 2021, by and among the Company, Marketwise, LLC and the members of Marketwise, LLC; (iv) MarketWise and the Arnold Parties agreed to mutual general releases resolving all claims, including claims in the Arbitration; and (v) MarketWise agreed to indemnify Mr. Arnold for certain possible tax implications associated with his claims underlying the Arbitration.
The Settlement Agreement was reached as a compromise and should not be construed as an admission by any of the parties with respect to any allegation, fact, liability, or fault.
The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement. See Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Item 1A. Risk Factors.
The risks described below could have a material adverse impact on our business, financial condition, or operating results. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed below. The risks and uncertainties described below are not the only ones
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we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.
There have been no material changes in the risk factors disclosed in Part 1, Item 1A, of our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The following table sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the three months ended June 30, 2026:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of a Publicly Announced Plan | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan (in thousands) | |||||||||||||||||||
| June 1 to June 30, 2026 | 18,054 | $ | 17.29 | 18,054 | $ | 49,688 | |||||||||||||||||
| Total | 18,054 | 18,054 | |||||||||||||||||||||
On February 28, 2025, the Company announced that the Board authorized a stock repurchase program of up $50 million in aggregate of shares of the Company’s Class A common stock, which expired in April 2026.
On May 7, 2026, the Company announced that the Board authorized a new stock repurchase program of up to $50 million of Class A common stock. Repurchases under the program have been authorized for the next 12 months but the program may be modified, suspended, or terminated at any time.
On October 29, 2025, the Company announced 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. Upon receiving the Proposal, the Company suspended repurchases under its share repurchase program effective October 30, 2025. The Company resumed repurchases in March 2026.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | XBRL Instance Document | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MARKETWISE, INC. | ||||||||
Date: August 6, 2026 | By: | /s/ Erik Mickels | ||||||
Name: | Erik Mickels | |||||||
Title: | Chief Operating and Financial Officer | |||||||
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Exhibit 31.1
Certification by the Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dr. David Eifrig, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MarketWise, Inc. (the “registrant”) for the fiscal quarter ended June 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| MarketWise, Inc. | ||||||||
Date: August 6, 2026 | By: | /s/ Dr. David Eifrig | ||||||
Name: | Dr. David Eifrig | |||||||
Title: | Chief Executive Officer | |||||||
Exhibit 31.2
Certification by the Chief Financial Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Erik Mickels, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MarketWise, Inc. (the “registrant”) for the fiscal quarter ended June 30, 2026;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| MarketWise, Inc. | ||||||||
Date: August 6, 2026 | By: | /s/ Erik Mickels | ||||||
Name: | Erik Mickels | |||||||
Title: | Chief Operating and Financial Officer | |||||||
Exhibit 32.1
Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
I, Dr. David Eifrig, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of MarketWise, Inc. for the fiscal quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of MarketWise, Inc.
| MarketWise, Inc. | ||||||||
Date: August 6, 2026 | By: | /s/ Dr. David Eifrig | ||||||
Name: | Dr. David Eifrig | |||||||
Title: | Chief Executive Officer | |||||||
Exhibit 32.2
Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
I, Erik Mickels, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of MarketWise, Inc. for the fiscal quarter ended June 30, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of MarketWise, Inc.
| MarketWise, Inc. | ||||||||
Date: August 6, 2026 | By: | /s/ Erik Mickels | ||||||
Name: | Erik Mickels | |||||||
Title: | Chief Operating and Financial Officer | |||||||