MARKETWISE, INC.

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 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 September 30, 2026 and as of December 31, 2025, MarketWise, Inc. had a 17.6% and 15.2% ownership interest in MarketWise, LLC, respectively.

The Company determined that MarketWise, Inc. is the primary beneficiary of MarketWise, LLC, a VIE. Accordingly, the assets, liabilities, and results of operations of MarketWise, LLC and its subsidiaries are included in MarketWise, Inc.’s condensed consolidated financial statements.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying unaudited financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2025 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of September 30, 2026, the results of operations, comprehensive (loss) income, stockholders’ deficit for the three and nine months ended September 30, 2026 and 2025 and cash flows for the nine months ended September 30, 2026 and 2025. The results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these condensed financial statements.

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 customer lifetime;

•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 nine months ended September 30, 2026 and 2025 was attributable to consolidated MarketWise, Inc. and its respective noncontrolling interests.

As of September 30, 2026, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 17.6% and the noncontrolling interest was 82.4%. For the three months ended September 30, 2026, net income attributable to controlling interests included a $1.0 million tax provision, and for the nine months ended September 30, 2026, net income attributable to controlling interests included a $0.9 million tax provision, both of which were 100% attributable to the controlling interest.

As of September 30, 2025, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 15.3% and the noncontrolling interest was 84.7%. For the three months ended September 30, 2025, net income attributable to controlling interests included a $1.1 million tax provision, and for the nine months ended September 30, 2025, net income attributable to controlling interests included a $2.7 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. Rather, they 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, the 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 has no plans for early adoption.

Reclassifications

Certain prior period amounts presented within the Condensed Consolidated Statements of Cash Flows have been reclassified to conform with the current period presentation. Specifically:

•In the second quarter of 2026, the Company presented distributions related to profits interests of $1.5 million within “Tax distributions to noncontrolling interests” in financing activities in the Condensed Consolidated Statements of Cash Flows. In the third quarter of 2026, the Company reclassed this amount to “Other distributions to noncontrolling interests” consistent with prior presentation. This reclassification had no effect on net cash used in financing activities.

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.

Revenue recognition by subscription type was as follows:

Revenue for the Membership and Term subscription types is determined based on the terms of the subscription agreements. Non-subscription revenue consists of revenue from advertising and other revenue.

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:

We recognized $40.5 million and $49.4 million of revenue during the three months ended September 30, 2026 and 2025, respectively, and $155.0 million and $179.5 million during the nine months ended September 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 September 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:

We didnot recognize any impairment on capitalized costs associated with contracts with customers for the three and nine months ended September 30, 2026 and 2025. Amortization of capitalized costs is included within sales and marketing on the condensed consolidated statements of operations.

Remaining Performance Obligations

As of September 30, 2026, the Company had $386.6 million of remaining performance obligations presented as deferred revenue in the condensed consolidated balance sheets. We expect to recognize approximately 48% of that amount as revenues over the next twelve months, with the remainder recognized thereafter.

4. Goodwill and Intangible Assets, Net

Goodwill

The carrying amount of goodwill was $30.0 million as of September 30, 2026 and December 31, 2025. There were no changes in the carrying amount of goodwill during the three and nine months ended September 30, 2026.

The Company has one reportable segment, and all goodwill is assigned to that segment (see Note 14, Segment Reporting).

Intangible assets, net

Intangible assets, net consisted of the following as of the dates indicated:

The following table summarizes our amortization expense related to intangible assets:

We recorded additions to capitalized software development costs of $1.0 million and $0.5 million for the three months ended September 30, 2026 and 2025, respectively, and $2.0 million and $0.9 million for the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, the total expected future amortization expense for finite-lived intangible assets is as follows:

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:

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.

The following table summarizes the changes in fair value of the recurring Level 3 fair value measurements during the nine months ended September 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:

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 wereno capitalized cloud computing costs during thethree months ended September 30, 2026 or 2025 and the nine months ended September 30, 2026 or 2025. Amortization expense related to capitalized cloud computing impleme ntation costs was immaterial all periods presented, except for $0.5 million for the nine months ended September 30, 2025.

Property and Equipment, Net

Property and equipment, net consists of the following:

Depreciation and amortization expense for property and equipment was immaterial for all periods presented. During the nine months ended September 30, 2025, the Company recorded an impairment loss on leasehold improvement assets totaling $0.4 million, and the related lease was terminated for a gain of $1.6 million, which is included within general and administrative expense. During the nine months ended September 30, 2026, the Company recorded no impairment loss on leasehold improvement assets.

Accrued Expenses

Accrued expenses consist of the following:

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.

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:

Total stock-based compensation expense includes expenses related to our 2021 Incentive Award Plan, our Employee Stock Purchase Plan (“ESPP”) and profits interests, as follows:

2021 Incentive Award Plan

During the nine months ended September 30, 2026, we granted 213,567 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 each 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 September 30, 2026.

As of September 30, 2026,56,361 SARs were exercisable and they have a remaining contractual term of 5.0 years.

In October 2026, no RSUs vested in accordance with the original grant terms.

Employee Stock Purchase Plan

The Company recognized immaterial stock-based compensation expense related to the ESPP for the three months ended September 30, 2026 and 2025, respectively, and for the nine months ended September 30, 2026 and 2025, respectively.

The Company issued 11,189 shares of Class A common stock for $0.1 million related to employee purchases under the ESPP during the nine months ended September 30, 2026.

Profits Interests

The Company recognized $(0.9) million and $0.5 million of stock-based compensation (benefit) expense related to the profits interests, which are liability classified, for the three months ended September 30, 2026 and 2025, respectively, and $(0.4) million and $(0.3) million for the nine months ended September 30, 2026 and 2025, respectively.

9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2026 and 2025:

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 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 (RSUs): Vested RSUs are included in the computation of basic earnings per share. Unvested RSUs are included in the computation of diluted earnings per share to the extent their effect is dilutive. In any period in which the Company reports a net loss, unvested RSUs are excluded from the computation of diluted earnings per share because their effect would be antidilutive.

▪Stock appreciation rights (SARs): The diluted earnings per share calculation excludes the impact of SARs since the effect was antidilutive.

▪Employee Stock Purchase Plan (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 September 30, 2026 and 2025.

The following potentially dilutive securities were excluded from the diluted per share calculation because their effect would be antidilutive (in thousands):

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 MarketWise, Inc..

Our effective tax rate was 6.9% and 5.2% for the nine months ended September 30, 2026 and 2025, respectively. The main driver of the effective income tax rate for the nine months ended September 30, 2026 was the income allocation to the noncontrolling interest. The main driver of the increase in the effective tax rate from the nine months ended September 30, 2025 is the impact of discrete items related to vesting stock compensation. Our effective tax rate for the nine months ended September 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.

The Company assessed whether it was more likely than not that its deferred tax assets would be realized, weighing both positive evidence (such as historical and forecasted earnings and the reversal of temporary differences) and negative evidence. Based on this assessment, the Company recorded a valuation allowance of $32.2 million against the deferred tax assets it does not expect to realize.

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 nine months ended September 30, 2026, Members of MarketWise, LLC exchanged an aggregate of 110,000 common units of MarketWise, LLC (“LLC Units”) together with an equal number of shares of Class B common stock for 110,000 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 September 30, 2026. A total of $0.1 million in payments have been made under the TRA and $0.6 million in payments are expected in the next 12 months.

As of September 30, 2026, we hadno unrecognized tax positions.

11. Related Party Transactions

We have certain revenue share agreements with related parties. Accordingly, we recognized revenue from related parties of $0.2 million and $0.4 million for the three months ended September 30, 2026 and 2025, respectively, and $1.4 million and $1.6 million for the nine months ended September 30, 2026 and 2025, respectively.

We also incurred revenue share expenses paid to related parties of $1.9 million and $0.9 million which were capitalized as contract origination costs for the three months ended September 30, 2026 and 2025, respectively, and $6.5 million and $3.2 million for the nine months ended September 30, 2026 and 2025, respectively.

Certain related parties provide call center support, marketing and copywriting services, and certain corporate functions to the Company. The expenses recorded for these services, which are included in cost of revenue and related party expense in the accompanying condensed consolidated statements of operations, were not material for the three and nine months ended September 30, 2026 and 2025. As of September 30, 2026 and December 31, 2025, the Company had related party payables of $0.4 million and $0.5 million, respectively, and related party receivables of $0.1 million and $0.6 million, respectively, related to revenue share arrangements, call center support, and the other services described above.

We earned fees and provided certain accounting and marketing services to companies owned by certain of MarketWise’s Class B stockholders. Income was not material for the three and nine months ended September 30, 2026 and 2025.

We lease offices from related parties. Lease payments made to related parties were $0.3 million and $0.3 million for the three months ended September 30, 2026 and 2025, respectively, and $0.8 million and $1.0 million for the nine months ended September 30, 2026 and 2025, respectively. Related party rent expense of $0.3 million and $0.4 million were recognized in general and administrative expenses for the three months ended September 30, 2026 and 2025, respectively, and $0.9 million and $1.4 million for the nine months ended September 30, 2026 and 2025, respectively. At September 30, 2026 and December 31, 2025, ROU assets of $5.9 million and $6.7 million and lease liabilities of $5.8 million and $6.1 million, respectively are associated with leases with related parties. Additionally, during the nine months ended September 30, 2025, we paid $0.7 million in lease termination fees related to our former Legacy Research lease. For more information, see Note 6 – Balance Sheet Components.

12. Supplemental Cash Flow Information

Supplemental cash flow disclosures are as follows:

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 September 30, 2026.

Each share of Class A and Class B common stock entitles the holder toone 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 aone-for-one basis with the redeemed or exchanged LLC Units whenever the MarketWise Members’ LLC Units are so redeemed or exchanged. The MarketWise Members may exercise such redemption rights for as long as their LLC Units remain outstanding.

Our Board may set the terms of each series of preferred stock, including its voting rights, dividend rights, conversion rights, redemption rights and liquidation preferences.

Dividends

During the nine months ended September 30, 2026, we paid quarterly dividends on our Class A common stock. Whether we keep paying dividends, or make any other distributions to shareholders, is up to our Board and will depend on many factors, including our earnings, financial condition and operating results, capital needs, debt level, any contractual limits on paying dividends, our ability to get cash or other assets from our subsidiaries, legal restrictions, general business conditions and anything else our Board considers relevant. We cannot assure you that we will keep paying dividends. As a result, the return on an investment in our Class A common stock may depend solely on whether the shares gain value, and we cannot guarantee that they will rise in value or even hold it.

In the past, we labeled the portion of these dividends funded by excess tax distributions (currently $0.20) as "special." Because that excess tax distribution and the resulting dividend are mechanical, and because we expect tax distributions to continue, starting this quarter we began treating that $0.20 as a "regular" dividend. Combined with our other recurring regular dividend of $0.25, this brings the total regular quarterly dividend to $0.45.

The following table shows the dividends on our Class A common stock and other distributions on LLC Units that we declared and paid during the nine months ended September 30, 2026, on a split-adjusted basis:

Share Repurchase

On February 28, 2025, the Company announced that the Board authorized a stock repurchase program of up to$50.0 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 depends 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 $50.0 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 September 30, 2026 and 2025, we repurchased 60,651 shares totaling $1.2 million and 57,224 shares totaling $1.0 million, respectively. During the nine months ended September 30, 2026 and 2025, we repurchased 81,962 shares totaling $1.5 million and 174,897 shares totaling $2.9 million, respectively.

For each share of Class A common stock the Company repurchases under the share repurchase program, MarketWise, LLC, the Company’s direct subsidiary, will redeemone 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 “LLC 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 Receivable 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 $0.8 million 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.

Our CODM uses Adjusted Net Profit (Loss) as the key measure of the reportable segment's performance. The CODM reviews this measure monthly to assess the reportable segment’s performance and to decide how to allocate operating resources, such as marketing spend, and how to set 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.

The reconciliation of reportable segment Adjusted Net Profit (Loss) to the consolidated totals is as follows:

(a)Revenue timing. Under Adjusted Basis, subscription revenue, revenue share and other income are generally recognized when cash is received, rather than deferred and recognized over the subscription term or when earned in accordance with ASC 606.

(b)Contract acquisition costs. Under Adjusted Basis, costs to obtain a contract are expensed as incurred, rather than capitalized as deferred contract acquisition costs and subsequently amortized in accordance with ASC 340.

(c)Depreciation and amortization. Under Adjusted Basis:

•certain operating leases are recognized on a cash 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; and

•certain intangible assets arising from business combinations are not recognized upon acquisition and are therefore not subsequently amortized, as they would be in accordance with ASC 805.

(d)Other. Includes various items that are recognized differently under Adjusted Basis.

•software development and implementation 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 is as follows:

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 September 30, 2026 and December 31, 2025.

In July 2025, we reorganized our reporting structure by eliminating our 1729 Research and Alta operating subsidiaries, which were also two of ourthree 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 November 5, 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.