MarketWise Inc.
04/24/2026 | Press release | Distributed by Public on 04/24/2026 15:06
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On April 21, 2026, Marketwise, Inc. (the "Company") and its subsidiary, MarketWise, LLC (together with the Company, "MarketWise"), 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) MarketWise will make a one-time cash payment of $12,160,000 to Mr. Arnold (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) MarketWise and the Arnold Parties agree to mutual general releases resolving all claims, including claims in the Arbitration; and (v) MarketWise 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, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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