MARKETWISE, INC.

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 November 22, 2024, the Company's former Chief Executive Officer, Mark Arnold ("Claimant"), filed a demand for arbitration with the American Arbitration Association (the "Arbitration"). Claimant’s demand included claims against MarketWise, Inc. and MarketWise, LLC (collectively, the "Respondent") for (i) breach of employment agreement between Claimant and Respondent dated December 1, 2019; (ii) breach of letter agreement between Claimant and Respondent dated November 17, 2022; and (iii) violation of the Maryland Payment and Collection Wage Act. Claimant sought (i) money damages in excess of $9,000,000; (ii) treble damages pursuant to the Maryland Payment and Collection Wage Act; (iii) incidental and consequential damages; (iv) attorneys' fees and costs; and (v) prejudgment interest. The Arbitration 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 21, 2026, Respondent entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Claimant and Claimant’s entity, JAMA 2021, LLC (together with Claimant, the “Arnold Parties”). The Settlement Agreement resolves all claims, including the Arbitration and Claimant’s underlying claims.

Pursuant to the Settlement Agreement: (i) Respondent will make a one-time cash payment of $12,160,000 to Claimant (the “Settlement Payment”); (ii) the Arnold Parties will surrender, and MarketWise, LLC will redeem and cancel 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 will waive and release 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; (iv) Respondent and the Arnold Parties agree to mutual general releases resolving all claims, including claims in the Arbitration; and (v) Respondent agrees to indemnify Mr. Arnold for certain possible tax implications associated with his claims underlying the Arbitration.

This resolution avoids the cost, distraction, and uncertainty of continued arbitration proceedings, and it allows management to remain focused on executing the Company’s strategic priorities without ongoing litigation risk. The settlement was structured to resolve the Arbitration, while also redeeming Common Units and eliminating exposure to future TRA-related payments, which the Company considers a positive outcome under the circumstances.

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.