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What changed in MARKETWISE, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MARKETWISE, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+279 added−297 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-06)

Top changes in MARKETWISE, INC.'s 2025 10-K

279 paragraphs added · 297 removed · 225 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

20 edited+1 added−1 removed38 unchanged
Biggest changeOur compensation programs include both fixed and variable components, an incentive award plan providing for equity grants, and an employee stock purchase plan, all of which we believe incentivizes our employees to perform at high levels, helps them establish long-term financial security, and encourages them to remain with us. 9 Our benefits package includes health and welfare plans that provide medical, dental, and vision coverage, health savings accounts, medical and dependent care flexible spending accounts, life insurance, disability insurance, 401(k) savings plan with a company match, paid time off and other assistance, fitness and wellness programs.
Biggest changeOur compensation programs include both fixed and variable components, an incentive award plan providing for equity grants, and an employee stock purchase plan, all of which we believe incentivize our employees to perform at high levels, helps them establish long-term financial security, and encourages them to remain 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, Brownstone Research, InvestorPlace, and TradeSmith. Our entire investment research product portfolio is 100% digital and channel agnostic.
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, Brownstone Research, InvestorPlace, and TradeSmith. Our entire investment research product portfolio is 100% digital and 5 channel agnostic.
When we acquire brands or form joint ventures, which we engage in periodically, we typically maintain the existing brands because we want to avoid 6 disrupting those relationships by interjecting a new company name or persona, since subscribers may not have any prior relationship with us.
When we acquire brands or form joint ventures, which we engage in periodically, we typically maintain the existing brands because we want to avoid disrupting those relationships by interjecting a new company name or persona, since subscribers may not have any prior relationship with us.
As our subscribers learn and gain confidence as investors, they understand the need to deploy diverse investment strategies for different market conditions and they explore our broad and diverse product offerings. They gain an understanding of the high quality of research that we strive to provide, and they tend to purchase additional research and software products.
As our subscribers learn and gain confidence as investors, they understand the need to deploy diverse investment strategies for different market conditions and they explore our broad and diverse product offerings. They gain an understanding of the high quality of research that we strive to provide, and they tend to 7 purchase additional research and software products.
We offer our research across a variety of platforms, including desktop, laptop, and mobile devices, including tablets and mobile phones. As a result of the expansion of the business, we now have over 60 editors and analysts covering a broad spectrum of investments, ranging from commodities to equities, to distressed debt and cryptocurrencies.
We offer our research across a variety of platforms, including desktop, laptop, and mobile devices, including tablets and mobile phones. As a result of the expansion of the business, we now have over 67 editors and analysts covering a broad spectrum of investments, ranging from commodities to equities, to distressed debt and cryptocurrencies.
We use this information to deepen the customer experience and present offers to our subscribers for other products that they are likely to find interesting and useful. 7 Deepen our relationship with our existing subscribers. In addition to our Paid Subscribers, all of our Free Subscribers have access to our extensive library of free and educational content.
We use this information to deepen the customer experience and present offers to our subscribers for other products that they are likely to find interesting and useful. Deepen our relationship with our existing subscribers. In addition to our Paid Subscribers, all of our Active Free Subscribers have access to our extensive library of free and educational content.
These deep relationships are evident in the fact that over 50% of our 2024 Billings are attributable to subscribers who have been with us for more than 4 years. Our free subscription products serve as a significant source of new Paid Subscribers.
These deep relationships are evident in the fact that over 50% of our 2025 Billings are attributable to subscribers who have been with us for more than 4 years. Our free subscription products serve as a significant source of new Paid Subscribers.
Our TradeSmith brand provides a full suite of portfolio management software tools that enable individual investors to manage their portfolios using algorithms that have been back tested for results and designed to help investors manage their emotions. Our Altimetry brand offers a user-friendly database showing uniform, accounting-based financial summaries for more than 4,500 companies.
Our TradeSmith brand provides a full 6 suite of portfolio management software tools that enable individual investors to manage their portfolios using algorithms that have been back tested for results and designed to help investors manage their emotions. Our Altimetry brand offers a user-friendly database showing uniform, accounting-based financial summaries for more than 4,000 companies.
They are designed to be less technical and therefore more easily understood by the subscribers who may not be finance professionals. At the same time, our offerings have premium content that is highly actionable.
They are designed to be less technical and therefore more easily understood by subscribers who may not be finance professionals. At the same time, our offerings include premium content that is highly actionable.
Human Capital Resources As of December 31, 2024, we had 439 total employees across all of our businesses, substantially all of which are full-time. Our employees work from our U.S. offices or remote locations. None of our employees are represented by a labor organization or are party to any collective bargaining arrangement.
Human Capital Resources As of December 31, 2025, we had 451 total employees across all of our businesses, substantially all of which are full-time. Our employees work from our U.S. offices or remote locations. None of our employees are represented by a labor organization or are party to any collective bargaining arrangement.
The length of our subscriptions can vary from one year to what we refer to as “membership subscriptions,” where subscribers pay upfront for access to our specific products, and then only pay an annual maintenance fee ranging from $49 to $500 per year for the rest of their investing lives.
The length of our subscriptions can vary from one year to what we refer to as “membership subscriptions,” where subscribers pay upfront for access to our specific products, and then only pay an annual maintenance fee ranging from $49 to $500 per year.
We enter into confidentiality, nondisclosure, and non-interference agreements with our employees, consultants, customers, and vendors that generally provide that any confidential or proprietary information developed by us or on our behalf be kept confidential, and we limit access to our confidential and proprietary information to a “need to know” basis.
We enter into confidentiality, nondisclosure, and non-interference agreements with our employees, consultants, customers, and vendors that generally provide that any confidential or proprietary information developed by us or on our behalf be kept confidential, and we limit access to our confidential and proprietary information.
This diversity of content has allowed our business to succeed and our subscription base to grow through the many economic cycles in our over 25-year history. We have an engaged subscriber base of approximately 506 thousand Paid Subscribers.
This diversity of content has allowed our business to succeed and our subscription base to grow through the many economic cycles in our over 25-year history. We have a subscriber base of approximately 374 thousand Paid Subscribers.
We provide a comprehensive suite of research solutions. Through 12 primary customer facing brands, we currently have 27 free products and 116 paid products. We cover various investment strategies, such as value investing, income, growth, commodities, cryptocurrencies, venture, biotechnology, mutual funds, options, and trading.
We provide a comprehensive suite of research solutions. Through 9 primary customer facing brands, we currently have 22 free products and 112 paid products. We cover various investment strategies, such as value investing, income, growth, commodities, cryptocurrencies, venture, biotechnology, mutual funds, options, and trading.
Our software and analytical tool solutions represented 11% of our Billings on average from 2022 to 2024. Billings represents amounts invoiced to customers. Our Chaikin Analytics brand offers a suite of stock research tools and portfolio management services that help investors pick winning stocks and drop losing stocks ahead of market shifts.
Our software and analytical tool solutions represented 52% of our Billings in 2025. Billings represents amounts invoiced to customers. Our Chaikin Analytics brand offers a suite of stock research tools and portfolio management services that help investors pick winning stocks and drop losing stocks ahead of market shifts.
Finance and Seeking Alpha; • traditional financial news publishers, like the Wall Street Journal, Investor’s Business Daily, and Barron’s; • consumer-focused online subscription businesses, such as The Motley Fool; 8 • institutional financial software providers, such as Bloomberg, FactSet, and IHS Markit; • low-cost, “mom and pop” newsletter subscription services, and • online investing tools, such as Atom Finance and Stocktwits.
Finance and Seeking Alpha; • traditional financial news publishers, like the Wall Street Journal, Investor’s Business Daily, and Barron’s; • consumer-focused online subscription businesses, such as The Motley Fool; • institutional financial software providers, such as Bloomberg, FactSet, and IHS Markit; • low-cost, “mom and pop” newsletter subscription services, and • online investing tools, such as Atom Finance and Stocktwits. 8 For additional information regarding the competitive environment in which we operate, see Item 1A.
For additional information regarding the competitive environment in which we operate, see Item 1A. Risk Factors — “We face significant competition. Many of our competitors and potential competitors have larger customer bases, more established brand recognition, and greater financial, marketing, technological, and personnel resources than we do, which could put us at a competitive disadvantage.
Risk Factors — “We face significant competition. Many of our competitors and potential competitors have larger customer bases, more established brand recognition, and greater financial, marketing, technological, and personnel resources than we do, which could put us at a competitive disadvantage.
In addition, we have registered our domain names, including MarketWise.com , with MarkMonitor. We believe the names and marks associated with our brands are of significant value and are important to our business. Accordingly, as a general policy, we monitor the use of our marks and vigorously oppose any unauthorized use of the marks. We do not hold any patents.
We believe the names and marks associated with our brands are of significant value and are important to our business. Accordingly, as a general policy, we monitor the use of our marks and vigorously oppose any unauthorized use of the marks. We do not hold any patents. We seek to control access to and distribution of our proprietary information.
We define Free Subscribers as unique subscribers who have subscribed to one of our free investment publications via a valid email address and continue to remain directly opted in, excluding any Paid Subscribers who also have free subscriptions.
We define Active Free Subscribers 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.
Intellectual Property We rely on a combination of trademark and copyright to protect our intellectual property. We have registered certain of our trademarks and service marks in the United States with the U.S. Patent and Trademark Office and in Canada and China, and have registered copyrights on certain publications.
We have registered certain of our trademarks and service marks in the United States with the U.S. Patent and Trademark Office and in Canada and China, and have registered copyrights on certain publications. In addition, we have registered our domain names, including MarketWise.com , with MarkMonitor.
Removed
We seek to control access to and distribution of our proprietary information.
Added
Our benefits package includes health and welfare plans that provide medical, dental, and vision coverage, health savings accounts, medical and dependent care flexible spending accounts, life insurance, disability insurance, 401(k) savings plan with a company match, paid time off and other assistance, fitness and wellness programs. 9 Intellectual Property We rely on a combination of trademarks and copyrights to protect our intellectual property.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

113 edited+12 added−36 removed247 unchanged
Biggest changeThe Tax Receivable Agreement provides that if (i) MarketWise, Inc. materially breaches any of its material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, or (iii) MarketWise, Inc. elects an early termination of the Tax Receivable Agreement, then MarketWise, Inc.’s future obligations, or its successor’s future obligations, under the Tax Receivable Agreement to make payments thereunder would accelerate and become due and payable, based on certain assumptions, including an assumption that MarketWise, Inc. would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement, and an assumption that, as of the effective date of the acceleration, any MarketWise Member that has LLC Units not yet exchanged shall be deemed to have exchanged such LLC Units on such date, even if MarketWise, Inc. does not receive the corresponding tax benefits until a later date when the LLC Units are actually exchanged.
Biggest changeThe Tax Receivable Agreement provides that if (i) MarketWise, Inc. materially breaches any of its material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, or (iii) MarketWise, Inc. elects an early termination of the Tax Receivable Agreement, then MarketWise, Inc.’s future obligations, or its successor’s future obligations, under the Tax Receivable Agreement to make payments thereunder would accelerate and become due and payable, based on certain assumptions, including an assumption that MarketWise, Inc. would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement, and an assumption that, as of the effective date of the acceleration, any MarketWise Member that has LLC Units not yet exchanged shall be deemed to have exchanged such LLC Units on such date, even if MarketWise, Inc. does not receive the corresponding tax benefits until a later date when the LLC Units are actually exchanged. 28 As a result of the foregoing, MarketWise, Inc. would be required to make an immediate cash payment equal to the estimated present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of those future tax benefits and, therefore, MarketWise, Inc. could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of the actual tax benefits it ultimately realizes.
Our ability to compete successfully depends on many factors, including: • the quality, originality, timeliness, insightfulness, and trustworthiness of our content; • the popularity and performance of our contributors; 14 • the success of our recommendations and research; • our ability to introduce products and services that keep pace with new investing trends; • our ability to adopt and deploy new technologies for running our business; • the ease of use of services developed by us or our competitors, and the effectiveness of our sales and marketing efforts.
Our ability to compete successfully depends on many factors, including: • the quality, originality, timeliness, insightfulness, and trustworthiness of our content; • the popularity and performance of our contributors; • the success of our recommendations and research; 14 • our ability to introduce products and services that keep pace with new investing trends; • our ability to adopt and deploy new technologies for running our business; • the ease of use of services developed by us or our competitors, and the effectiveness of our sales and marketing efforts.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing services, improve our operating infrastructure, or acquire complementary businesses and products. Accordingly, we may need raise money through equity or debt financings.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing services, improve our operating infrastructure, or acquire complementary businesses and products. Accordingly, we may need to raise money through equity or debt financings.
Actual or perceived improper sending of such email or text messaging communications may subject us to liabilities or claims relating to consumer protection laws. We strive to ensure that all of our marketing communications comply with the requirements set forth in the TCPA and CAN-SPAM Act.
Actual or perceived improper sending of such email or text messaging communications may subject us to liabilities or claims relating to consumer protection laws. We strive to ensure that all our marketing communications comply with the requirements set forth in the TCPA and CAN-SPAM Act.
Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly (although these costs currently unable to be estimated with any degree of certainty), and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” or a “smaller reporting company.” The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.
Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly (although these costs are currently unable to be estimated with any degree of certainty), and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” or a “smaller reporting company.” The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.
There can be no assurance that the market price of Class A common stock will not continue to fluctuate widely or decline significantly in the future, or that you will lose all or part of your investment, in response to a number of factors, including, among others, the following: • actual or anticipated fluctuations in our annual or quarterly financial condition and operating results; • actual or anticipated changes in our growth rate relative to our competitors; • failure to meet or exceed financial estimates and projections of the investment community • speculation in the press or investment community about our business or industry; • issuance of new or updated research or reports by securities analysts, or the failure of securities analysts to provide adequate coverage of our Class A common stock in the future; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • Class A common stock and volume fluctuations attributable to inconsistent trading volume levels of our Class A common stock; • additions or departures of key personnel; • disputes or other developments related to proprietary rights; • additional or unexpected changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; • announcement or expectation of additional equity or debt financing efforts; • equity sales by us, the MarketWise Members, our insiders, or our other stockholders; • general economic and market conditions, including any impacts associated with inflation and increased interest rates; and 35 • other factors described in this “Risk Factors” section and elsewhere in this report.
There can be no assurance that the market price of Class A common stock will not continue to fluctuate widely or decline significantly in the future, or that you will lose all or part of your investment, in response to a number of factors, including, among others, the following: • actual or anticipated fluctuations in our annual or quarterly financial condition and operating results; • actual or anticipated changes in our growth rate relative to our competitors; • failure to meet or exceed financial estimates and projections of the investment community; • speculation in the press or investment community about our business or industry; • issuance of new or updated research or reports by securities analysts, or the failure of securities analysts to provide adequate coverage of our Class A common stock in the future; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • Class A common stock and volume fluctuations attributable to inconsistent trading volume levels of our Class A common stock; • additions or departures of key personnel; • disputes or other developments related to proprietary rights; • additional or unexpected changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; • announcement or expectation of additional equity or debt financing efforts; • equity sales by us, the MarketWise Members, our insiders, or our other stockholders; • general economic and market conditions, including any impacts associated with inflation and increased interest rates; and • other factors described in this “Risk Factors” section and elsewhere in this report.
Among other things, Charter and Bylaws include the following provisions: • a classified Board with staggered, three-year terms; • the ability of our Board to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • prohibition on cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the limitation of the liability of, and the indemnification of, our directors and officers; • the ability of our Board to amend the Bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Among other things, Charter and Bylaws include the following provisions: 35 • a classified Board with staggered, three-year terms; • the ability of our Board to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • prohibition on cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the limitation of the liability of, and the indemnification of, our directors and officers; • the ability of our Board to amend the Bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
Our Charter provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, or stockholders to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our Bylaws or Charter (as each may be amended from time to time) or as to which the DGCL confers exclusive 37 jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine.
Our Charter provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, or stockholders to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our Bylaws or Charter (as each may be amended from time to time) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine.
Our revenues, operating expenses, and results of operations could be weakened by: • increases in payment processing fees or the cash reserves required by third party payment processors, • material changes in the payment ecosystem, such as large re-issuances of payment cards, • changes in public perception and confidence in the payment systems we are utilizing, • delays in receiving payments from payment processors, • changes to rules or regulations concerning payments, • loss of payment partners, and/or • disruptions or failures in our payment processing systems, partner systems, or payment products, including products we use to update payment information.
Our revenues, operating expenses, and results of operations could be weakened by: • increases in payment processing fees or the cash reserves required by third party payment processors, • material changes in the payment ecosystem, such as large re-issuances of payment cards, • changes in public perception and confidence in the payment systems we are utilizing, • delays in receiving payments from payment processors, • changes to rules or regulations concerning payments, 18 • loss of payment partners, and/or • disruptions or failures in our payment processing systems, partner systems, or payment products, including products we use to update payment information.
For example, we intend to limit the number of unitholders of MarketWise, LLC, and the MarketWise Operating Agreement provides for limitations on the ability of holders of LLC Units to redeem, exchange, or otherwise transfer their LLC Units and provides MarketWise, Inc., as the sole manager of MarketWise, LLC, with the right to impose restrictions (in addition to those already in place) on the ability of holders of LLC Units to redeem, exchange, or otherwise transfer their LLC Units to the extent MarketWise, Inc. believes it is necessary to ensure that MarketWise, LLC will continue to be treated as a partnership for U.S. federal income tax purposes.
For example, we intend to limit the number of unitholders of MarketWise, LLC, and the MarketWise Operating Agreement provides for limitations on the ability of holders of LLC Units to redeem, exchange, or otherwise transfer their LLC Units and provides MarketWise, Inc., as the sole manager of MarketWise, LLC, with the right to impose restrictions (in addition to those already in place) on the ability of holders of LLC Units to redeem, exchange, or otherwise transfer their LLC Units to the extent 29 MarketWise, Inc. believes it is necessary to ensure that MarketWise, LLC will continue to be treated as a partnership for U.S. federal income tax purposes.
We are also subject to potential shortcomings in our own business resilience practices, such as failures to fully understand dependencies between different business processes across the locations at which they are performed, inadequate vendor risk-assessment and management processes and critical vendor dependencies, concentration of certain critical activities in areas of geopolitical risk or with “single point of failure” employees or employee groups, and possibly ineffective location recovery strategies in the event of a location disruption.
We are also subject to potential shortcomings in our own business resilience practices, such as failures to fully understand dependencies between different business processes across the locations at which they are performed, inadequate vendor risk-assessment and management processes and critical vendor dependencies, concentration of 17 certain critical activities in areas of geopolitical risk or with “single point of failure” employees or employee groups, and possibly ineffective location recovery strategies in the event of a location disruption.
Under the Tax Receivable Agreement, MarketWise, Inc. generally is required to make cash payments to the MarketWise Members equal to 85% of the tax benefits, if any, that MarketWise, Inc. actually realizes, or in certain circumstances is deemed to realize, as a result of (1) the increases in the tax basis of assets of MarketWise, LLC resulting from any redemptions or exchanges of LLC Units for our Class A common stock or cash by the MarketWise Members pursuant to the MarketWise Operating Agreement, or certain distributions (or deemed distributions) by MarketWise, LLC and (2) certain other tax benefits arising from payments under the Tax Receivable Agreement.
Under the Tax Receivable Agreement, MarketWise, Inc. generally is required to make cash payments to the MarketWise Members equal to 85% of the tax benefits, if any, that MarketWise, Inc. actually realizes, or in certain circumstances is deemed to realize, as a result of (1) the increases in the tax basis of assets of MarketWise, LLC resulting from any redemptions or exchanges of LLC Units for our Class A common stock or cash by the MarketWise Members pursuant to the MarketWise Operating Agreement, or certain distributions (or deemed distributions) by MarketWise, LLC and (2) certain other tax benefits arising from payments under the Tax 27 Receivable Agreement.
We have suffered in the past, and may in the future suffer, malicious attacks by individuals or groups (including criminal groups and those sponsored by nation-states, terrorist organizations, or global corporations seeking to illicitly obtain technology or other intellectual property) seeking to attack our products and services or penetrate our 21 network infrastructure to gain access to confidential information, including personal information, or to launch or coordinate distributed denial of service attacks.
We have suffered in the past, and may in the future suffer, malicious attacks by individuals or groups (including criminal groups and those sponsored by nation-states, terrorist organizations, or global corporations seeking to illicitly obtain technology or other intellectual property) seeking to attack our products and services or penetrate our network infrastructure to gain access to confidential information, including personal information, or to launch or coordinate distributed denial of service attacks.
However, any violations could result in the Federal Communications Commission (FCC) and FTC, respectively, seeking civil penalties against us. Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct email marketing, telemarketing and/or SMS texting programs. Many have resulted in multimillion-dollar settlements to the plaintiffs.
However, violations could result in the Federal Communications Commission (FCC) and FTC, respectively, seeking civil penalties against us. Numerous class-action suits under federal and state laws have been filed in recent years against companies who conduct email marketing, telemarketing and/or SMS texting programs. Many have resulted in multimillion-dollar settlements to the plaintiffs.
Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. 20 The software and Internet industries involve a large number of patents, trademarks, and copyrights.
Although we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. The software and Internet industries involve a large number of patents, trademarks, and copyrights.
Failure to adequately protect our intellectual property could harm our brand, devalue our proprietary content, and limit our ability to compete effectively. Further, any infringement claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources on our part, which could hurt our business, results of operations, and financial condition.
Failure to adequately protect our intellectual property could harm our brand, devalue our proprietary content, and limit our ability to compete effectively. Further, any infringement claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources on our part, 20 which could hurt our business, results of operations, and financial condition.
Given the sustained flow of investment into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
Given the sustained flow of investment into passive strategies that seek to track certain indices, exclusion from stock indices 31 would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
We may not always be successful in developing, introducing, marketing, licensing, and implementing new products and enhancements on a timely and 15 cost-effective basis or without impacting the performance, stability, security, or efficiency of existing products and customer systems. Further, any new products and enhancements may not adequately meet the needs of our target markets.
We may not always be successful in developing, introducing, marketing, licensing, and implementing new products and enhancements on a timely and cost-effective basis or without impacting the performance, stability, security, or efficiency of existing products and customer systems. Further, any new products and enhancements may not adequately meet the needs of our target markets.
In addition, MarketWise, Inc. may not be able to realize tax benefits covered under the Tax Receivable Agreement, and MarketWise, Inc. would not be able to recover any payments previously made by it under the Tax Receivable 29 Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of MarketWise, LLC’s assets) were subsequently determined to have been unavailable.
In addition, MarketWise, Inc. may not be able to realize tax benefits covered under the Tax Receivable Agreement, and MarketWise, Inc. would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of MarketWise, LLC’s assets) were subsequently determined to have been unavailable.
In addition, substantial negative commentary by others on social media platforms could have hinder our ability to successfully connect with consumers. Agencies, such as the U.S. Federal Trade Commission (the “FTC”) and state consumer protection agencies, regulate our marketing activities with extensive and rapidly evolving rules.
In addition, substantial negative commentary by others on social media platforms could hinder our ability to successfully connect with consumers. Agencies, such as the U.S. Federal Trade Commission (the “FTC”) and state consumer protection agencies, regulate our marketing activities with extensive and rapidly evolving rules.
If we fail to effectively manage our growth, our efficiency, ability to meet our forecasts, and employee morale, productivity, and retention could suffer, and our business, results of operations, and financial condition could be adversely affected. Our future success depends on attracting, developing, and retaining capable management, editors, and other key personnel.
If we fail to effectively manage our growth, our 13 efficiency, ability to meet our forecasts, and employee morale, productivity, and retention could suffer, and our business, results of operations, and financial condition could be adversely affected. Our future success depends on attracting, developing, and retaining capable management, editors, and other key personnel.
Advances in technology have led to an increasing number of methods for delivery of content and have resulted in a wide and evolving variety of consumer demands and expectations. The increasing number of digital media options available on the Internet, through social-networking tools and through mobile and other devices, is expanding consumer choice significantly.
Advances in technology have led to an increasing number of methods for delivery of content and have resulted in a wide and evolving variety of consumer demands and expectations. The increasing number of digital media options available on the Internet, through social-networking tools, mobile applications and other devices, is expanding consumer choice significantly.
For example, investors may take legal 19 action against us if they rely on published information that contains an error, or a company may claim that we have made a defamatory statement about it or its employees. We rely on a variety of outside sources for the information we use in our published material.
For example, investors may take legal action against us if they rely on published information that contains an error, or a company may claim that we have made a defamatory statement about it or its employees. We rely on a variety of outside sources for the information we use in our published material.
In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Despite our compliance efforts and activities, we cannot assure compliance by our employees or representatives. Any violation could harm our reputation, business, financial condition, and results of operations.
In addition, some of the international locations in which we operate lack a 25 developed legal system and have elevated levels of corruption. Despite our compliance efforts and activities, we cannot assure compliance by our employees or representatives. Any violation could harm our reputation, business, financial condition, and results of operations.
For example, the European Union General Data Protection Regulation (Regulation 2016/679) and applicable national supplementing laws and the UK data protection regime consisting primarily of the UK General Data Protection Regulation and the UK Data Protection Act 2018 (together referred to as the “GDPR”) create an ongoing compliance commitment and substantial costs in relation to our use of personal data.
For example, the European Union General Data Protection Regulation (Regulation 2016/679) and applicable national supplementing laws and the UK data protection regime consisting primarily of the UK General Data Protection Regulation and the UK Data Protection Act 2018 (together referred to as the “GDPR”) may create an ongoing compliance commitment and substantial costs in relation to our use of personal data.
In addition, our business, results of operations, and financial condition could suffer from attacks on the reputation of any of our current or former directors, officers, key contributors, editors, or editorial staff. 12 We believe our portfolio of brands are highly regarded because of the integrity of their editorial content.
In addition, our business, results of operations, and financial condition could suffer from attacks on the reputation of any of our current or former directors, officers, key contributors, editors, or editorial staff. We believe our portfolio of brands are highly regarded because of the integrity of their editorial content.
That could also expose us to litigation, fines, regulatory enforcement, injunctive orders to cease or change our data processing activities, civil and/or criminal penalties, and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business in a manner that harms our financial position.
That could also expose us to litigation, fines, regulatory enforcement, injunctive orders to cease or change our data processing activities, civil and/or criminal penalties, and 22 adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business in a manner that harms our financial position.
In 28 addition, to the extent that MarketWise, Inc. is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. There can be no assurance that MarketWise, Inc. will be able to fund or finance its obligations under the Tax Receivable Agreement.
In addition, to the extent that MarketWise, Inc. is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. There can be no assurance that MarketWise, Inc. will be able to fund or finance its obligations under the Tax Receivable Agreement.
As a result, most of the revenue we report in each period is the result of subscription agreements entered into during prior periods. Consequently, a decline in new or renewed subscriptions in any one period may not be reflected in our revenue and operating results for that period.
As a result, most of the revenue we report in each period is the result of subscription agreements entered into during prior periods. Consequently, a decline in new 16 or renewed subscriptions in any one period may not be reflected in our revenue and operating results for that period.
If one or more of the analysts who covers us downgrades our securities, publishes incorrect or unfavorable research about us, ceases coverage of us, or fails to publish reports on us regularly, demand for and visibility of our securities could decrease, which could cause the price or trading volumes of our securities to decline.
If one or more of the analysts who covers us downgrades our securities, publishes incorrect or unfavorable research about us, 34 ceases coverage of us, or fails to publish reports on us regularly, demand for and visibility of our securities could decrease, which could cause the price or trading volumes of our securities to decline.
Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently 13 experienced by growing companies in rapidly changing industries.
Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries.
However, any such decline undercut our revenue and operating results in future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from additional sales must be recognized over the applicable subscription term.
However, any such decline may undercut our revenue and operating results in future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from additional sales must be recognized over the applicable subscription term.
We 17 are vulnerable to any errors, interruptions, or delays in their operations. Any disruption in the services provided by these vendors or their inability to keep up with our growing demands for capacity could harm our business reputation, customer relations, and operating results.
We are vulnerable to any errors, interruptions, or delays in their operations. Any disruption in the services provided by these vendors or their inability to keep up with our growing demands for capacity could harm our business reputation, customer relations, and operating results.
Our compliance with these changing, increasingly burdensome, and sometimes conflicting regulations and requirements may cause us to incur substantial costs or require us to change our business practices. If we fail to comply with these regulations or requirements, we may be exposed to litigation expenses and possible significant 22 liability, fees, or fines.
Our compliance with these changing, increasingly burdensome, and sometimes conflicting regulations and requirements may cause us to incur substantial costs or require us to change our business practices. If we fail to comply with these regulations or requirements, we may be exposed to litigation expenses and possible significant liability, fees, or fines.
Financing an acquisition could result in dilution from issuing equity securities, reduce our financial flexibility because of reductions in our cash balance, or result in a weaker balance sheet from incurring additional debt. The benefits of an acquisition or an investment may take considerable time to develop.
Financing an acquisition could result in dilution from issuing equity securities, reduce our financial flexibility because of reductions in our cash balance, or result in a weaker balance sheet from incurring debt. The benefits of an acquisition or an investment may take considerable time to develop.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect our securityholders, which could depress the price of our securities. 33 Our Charter authorizes us to issue one or more series of preferred stock.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect our securityholders, which could depress the price of our securities. Our Charter authorizes us to issue one or more series of preferred stock.
If we are unable to exploit new and existing technologies to distinguish our products and services from those of our competitors or adapt to new distribution methods that provide optimal user experiences, our business, results of operations, and financial condition may weaken.
If we are unable to exploit new and existing technologies to distinguish our products and services from those of our competitors or adapt to new distribution methods that provide optimal user experiences, our business, results of operations, and financial 15 condition may weaken.
Any payments made by MarketWise, Inc. to the MarketWise Members under the Tax Receivable Agreement will not be available for reinvestment in the business 27 and will generally reduce the amount of cash that might have otherwise been available to MarketWise, Inc. and its subsidiaries.
Any payments made by MarketWise, Inc. to the MarketWise Members under the Tax Receivable Agreement will not be available for reinvestment in the business and will generally reduce the amount of cash that might have otherwise been available to MarketWise, Inc. and its subsidiaries.
If we are required to register under these laws, we may no longer be able to continue to offer our investment research services, which may have a significant adverse impact on our business and results of operations.
If we are required to register under these laws, we may no longer be able to 19 continue to offer our investment research services, which may have a significant adverse impact on our business and results of operations.
Our operations expose us to the risk of violating, or being accused of violating, anti- 25 corruption, trade compliance, and economic sanctions laws and regulations. Those risks may be heightened as we continue to expand globally.
Our operations expose us to the risk of violating, or being accused of violating, anti-corruption, trade compliance, and economic sanctions laws and regulations. Those risks may be heightened as we continue to expand globally.
By contrast, a significant portion of our operating costs are expensed as soon as a subscriber purchases a product. As a result, an increase in subscribers could result in recognition of more costs than revenue in the earlier portion of the 16 subscription term.
By contrast, a significant portion of our operating costs are expensed as soon as a subscriber purchases a product. As a result, an increase in subscribers could result in recognition of more costs than revenue in the earlier portion of the subscription term.
Such incidents could also result in damage to our reputation, litigation, regulatory investigations, or other liabilities. These attacks may come from individual hackers, criminal groups, and/or state-sponsored organizations.
Such 21 incidents could also result in damage to our reputation, litigation, regulatory investigations, or other liabilities. These attacks may come from individual hackers, criminal groups, and/or state-sponsored organizations.
Our repurchases could affect the trading price of our common stock, increase trading price volatility, and the stock repurchase program may be suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock.
Repurchases could affect the trading price of our common stock, increase trading price volatility, and a stock repurchase program may be suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock at that time.
Those changes could shrink our margins, increase costs, and subject us to additional liabilities. It may lead to broader restrictions and impairments on our marketing and personalization activities and hinder our efforts to understand users.
Those changes could shrink our margins, increase costs, and subject us to additional liabilities. It may lead to broader restrictions and impairments on our marketing activities and hinder our efforts to understand users.
The market price and trading volume of our securities has been volatile, and could decline significantly, and you could lose all or part of your investment. Securities markets worldwide experience significant price and volume fluctuations.
The market price and trading volume of our securities has been volatile, and could decline significantly, and you could lose all or part of your investment. 33 Securities markets worldwide experience significant price and volume fluctuations.
If other firms incorporate AI technologies into their products and offerings more effectively than we do, or if we otherwise fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may suffer. 24 At the same time, use of AI has recently become the source of significant media attention and political debate.
If other firms incorporate AI technologies into their products and offerings more effectively than we do, or if we otherwise fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may suffer. At the same time, use of AI has become the source of significant media attention and political debate.
The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our Charter to be inapplicable or unenforceable in such action. 38 Item 1B.
The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our Charter to be inapplicable or unenforceable in such action. 36 Item 1B.
Recent European court decisions and regulators’ recent decisions and guidance has increased attention on these technologies. If enforcement continues increasing, this could increase our liability exposure and lead to substantial costs. It could also require significant systems changes, limit the effectiveness of our marketing activities, and divert the attention of our technology personnel.
Recent European court decisions and regulators’ recent decisions and guidance have increased attention on these technologies. If enforcement continues increasing, this could increase our liability exposure and lead to substantial costs. It could also require significant systems changes, limit the effectiveness of our marketing activities, and divert the attention of our technology personnel.
The applicable U.S. federal income tax rules for determining applicable tax benefits MarketWise, Inc. claims are complex and factual in nature, and there can be no assurance that the “IRS” or a court will not disagree with MarketWise, Inc.’s tax reporting positions.
The applicable U.S. federal income tax rules for determining applicable tax benefits MarketWise, Inc. claims are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with MarketWise, Inc.’s tax reporting positions.
The MarketWise Members have significant influence over us, including control over decisions that require the approval of MarketWise, Inc. stockholders. The MarketWise Members control in the aggregate, based on the information available to us, at least 86% of the voting power represented by all of our outstanding classes of stock.
The MarketWise Members have significant influence over us, including control over decisions that require the approval of MarketWise, Inc. stockholders. The MarketWise Members control in the aggregate, based on the information available to us, at least 85% of the voting power represented by all of our outstanding classes of stock.
Inefficient or ineffective promotion of our content could prevent us from maintain and growing our subscriber base, which would harm our business, results of operations, and financial condition. Failure to maintain and protect our reputation for trustworthiness and independence may harm our business.
Inefficient or ineffective promotion of our content could prevent us from maintaining and growing our subscriber base, which would harm our business, results of operations, and financial condition. 12 Failure to maintain and protect our reputation for trustworthiness and independence may harm our business.
As a result, the MarketWise Members (and Monument & Cathedral, LLC in particular) may exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors and the size of our Board, appointment and removal of officers, any amendment of our Charter or MarketWise, Inc.’s bylaws (our “Bylaws”), and any approval of significant corporate transactions (including a sale of substantially all of MarketWise, LLC’s assets), and will continue to have significant control over our management and policies, including policies around financing, compensation, and declaration of dividends. 32 Certain MarketWise Members or affiliates of MarketWise Members are members of our Board.
As a result, the MarketWise Members (and Monument & Cathedral, LLC in particular) may exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors and the size of our Board, appointment and removal of officers, any amendment of our Charter or MarketWise, Inc.’s bylaws (our “Bylaws”), and any approval of significant corporate transactions (including a sale of substantially all of MarketWise, LLC’s assets), and will continue to have significant control over our management and policies, including policies around financing, compensation, and declaration of dividends.
It is difficult to predict whether investors will find our securities less attractive as a result of our taking advantage of these exemptions and relief granted to emerging growth companies and smaller reporting companies.
It is difficult to predict whether investors will find our securities less attractive as a result of our taking advantage of these exemptions and relief granted to smaller reporting companies.
Additionally, repurchases under our share repurchase program will continue to diminish our cash reserves, which could impact our ability to pursue possible strategic opportunities and acquisitions and could result in lower overall returns on our cash balances. There can be no assurance that any share repurchases will enhance stockholder value.
Additionally, repurchases under a share repurchase program may diminish our cash reserves, which could impact our ability to pursue possible strategic opportunities and acquisitions and could result in lower overall returns on our cash balances. There can be no assurance that any share repurchases will enhance stockholder value.
Ensuring compliance with the GDPR could involve substantial costs. Despite our efforts, competent authorities or third parties will assert that our business practices fail to comply.
Ensuring compliance with the GDPR could involve substantial costs. Despite our efforts, competent authorities or third parties may assert that our business practices fail to comply.
Continued payment of dividends on our Class A common stock are subject to the continued discretion of our Board and, consequently, shareholders’ ability to achieve a return on their investment could become limited to appreciation in the price of our common stock. In 2024, we paid quarterly dividends on shares of our Class A common stock.
Continued payment of dividends on our Class A common stock are subject to the continued discretion of our Board and, consequently, shareholders’ ability to achieve a return on their investment could become limited to appreciation in the price of our common stock. In 2025, we paid quarterly and special dividends on shares of our Class A common stock.
In particular, our operating brands depend heavily on the ideas and reputation of their editors and editorial teams, and often name products and operating companies after members of those editorial teams.
Our operating brands depend heavily on the ideas and reputation of their editors and editorial teams, and often name products and operating companies after members of those editorial teams.
The actual number of unique subscribers may be lower than we report as one person could count as multiple, active subscribers or paying subscribers. As a result, we may have fewer unique subscribers that we may be able to convert, upsell or cross-sell.
The actual number of unique subscribers may be lower than we report as one person could count as multiple Active Free Subscribers or Paid Subscribers. As a result, we may have fewer unique subscribers that we may be able to convert, upsell or cross-sell.
If we change our business practices in such a way as to not satisfy the publisher’s exclusion, or otherwise fails to comply with the regulatory requirements concerning this exclusion, we may face civil and/or criminal penalties as an unregistered investment adviser or other results that could damage our business.
If we change our business practices in such a way as to not satisfy the publisher’s exclusion, or otherwise fail to comply with the regulatory requirements concerning this exclusion, we may face civil and/or criminal penalties as an unregistered investment adviser or other consequences that could damage our business.
MarketWise, LLC is treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to its 26 equityholders, including MarketWise, Inc. Accordingly, MarketWise, Inc. will incur income taxes on its allocable share of any net taxable income of MarketWise, LLC.
MarketWise, LLC is treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to its equity holders, including MarketWise, Inc. Accordingly, MarketWise, Inc. will incur income taxes on its allocable share of any net taxable income of MarketWise, LLC.
Our business requires that we securely collect, process, store, transmit, and dispose of confidential information relating to our operations, subscribers, employees, and other third parties. In particular, Paid Subscribers must give us information (including name, mailing address, phone number, email address, and credit card information) (collectively “personal information”), which we use to administer our services.
Our business requires that we securely collect, process, store, transmit, and dispose of confidential information relating to our operations, subscribers, employees, and other third parties. We collect Paid Subscribers’ information including name, mailing address, phone number, email address, and credit card information (collectively “personal information”), which we use to administer our services.
Once we lose our “emerging growth company” and/or “smaller reporting company” status, we will no longer be able to take advantage of certain exemptions from reporting. If we lose our "non-accelerated filer" status, we will be required to comply with the auditor attestation requirements of Section 404 of SOX.
If we lose our “smaller reporting company” status, we will no longer be able to take advantage of certain exemptions from reporting. If we lose our "non-accelerated filer" status, we will be required to comply with the auditor attestation requirements of Section 404 of SOX.
Purchases of shares of our common stock by us pursuant to our stock repurchase program may affect the value of our common stock, and there can be no assurance that our stock repurchase program will enhance stockholder value.
Purchases of shares of our common stock by us pursuant to a stock repurchase program may affect the value of our common stock, and there can be no assurance that our stock repurchase program will enhance stockholder value. Our Board previously approved a stock repurchase program.
We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There may be exposure that the outcomes from these examinations will have an adverse effect on our business, financial condition, and results of operations.
We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. The outcomes from these examinations may have an adverse effect on our business, financial condition, and results of operations.
During the year ended December 31, 2024, pursuant to the terms of the MarketWise Operating Agreement, MarketWise Members exchanged an aggregate of 1,000,000 LLC Units, together with an equal number of shares of Class B common stock for 1,000,000 newly-issued shares of our Class A common stock.
During the year ended December 31, 2025, pursuant to the terms of the MarketWise Operating Agreement, MarketWise Members exchanged an aggregate of 381,857 LLC Units, together with an equal number of shares of Class B common stock for 381,857 newly-issued shares of our Class A common stock.
These repurchase activities could increase, or reduce the size of any decrease in, the market price of our common stock at that time and, as a result, the price of our shares of common stock may be higher than the price that otherwise might exist in the open market.
Repurchase activities pursuant to a stock repurchase program could increase, or reduce the size of any decrease in, the market price of our common stock at 30 that time and, as a result, the price of our shares of common stock could be higher than the price that otherwise might exist in the open market at that time.
Although our share repurchase program is intended to enhance long-term stockholder value, short-term share price fluctuations could reduce the program’s effectiveness.
A share repurchase program is intended to enhance long-term stockholder value; however, short-term share price fluctuations could reduce the program’s effectiveness.
Many of our subscribers initially register for subscriptions to our free products and services. We strive to demonstrate the value of our free products to our subscribers, thereby encouraging them to convert to paying subscribers. As of December 31, 2024, we had approximately 15 million total subscribers, of which approximately 506 thousand were paying subscribers.
Many of our subscribers initially register for subscriptions to our free products and services. We strive to demonstrate the value of our free products to our subscribers, thereby encouraging them to convert to paying subscribers. As of December 31, 2025, we had approximately 2 million total subscribers, of which approximately 374 thousand were Paid Subscribers.
Pursuant to Section 404 of SOX, once we are no longer an emerging growth company or a smaller reporting company, we may be required to furnish an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.
Pursuant to Section 404 of SOX, since we are no longer an emerging growth company, we will be required to furnish an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.
The Company may allocate a portion of its cash on hand 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 Company may allocate a portion of its cash on hand 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 Company’s holdings may be concentrated in a relatively small number of issuers.
We maintain insurance coverage to protect us against cybersecurity and data-protection risks. But our coverage may not be sufficient to cover all or the majority of the costs, losses, or claims. Our insurance covers reimbursement for lost net profits or increased net loss of profits resulting from adverse publicity related to an actual or alleged network impairment or privacy breach.
But our coverage may not be sufficient to cover all or the majority of the costs, losses, or claims. Our insurance covers reimbursement for lost net profits or increased net loss of profits resulting from adverse publicity related to an actual or alleged network impairment or privacy breach.
While it does not cover the costs for improvements to our systems, it does cover costs to restore our system operations. 23 Compliance with ever-evolving federal and state laws relating to consumer protection and communication privacy laws, and any failure by us to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
Compliance with ever-evolving federal and state laws relating to consumer protection and communication privacy laws, and any failure by us to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
These members of our Board can take actions that have the effect of delaying or preventing a change of control of MarketWise, LLC or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them.
Certain MarketWise Members or affiliates of MarketWise Members are members of our Board. These members of our Board can take actions that have the effect of delaying or preventing a change of control of MarketWise, LLC or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares.
We also require Free Subscribers (as defined below) to provide personal information, such as email addresses, during the membership registration process. Additionally, we rely on security and authentication technology licensed from third parties to perform real-time credit card authorization and verification. At times also rely on third parties, including technology consulting firms, to help protect our infrastructure from security threats.
We also collect the Free Subscribers (as defined below) . Additionally, we rely on security and authentication technology licensed from third parties to perform real-time credit card authorization and verification. At times, we also rely on third parties, including technology consulting firms, to help protect our infrastructure from security threats.
Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or at all, or on terms and conditions, including service levels and cost, that are favorable to us, A transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or at all, or on terms and conditions, including service levels and cost, that are favorable to us.
Our subscribers have no obligation to renew their subscriptions once the subscription period, typically one year, expires. In the normal course of business, some subscribers will elect not to renew their subscriptions. In addition, our subscribers may renew for lower subscription amounts or for shorter contract lengths.
In the normal course of business, some subscribers will elect not to renew their subscriptions. In addition, our subscribers may renew for lower subscription amounts or for shorter contract lengths.
The concentration of voting power with the MarketWise Members may have an adverse effect on the price of our securities. The interests of the MarketWise Members may not be consistent with your interests as a securityholder.
These actions may be taken even if other stockholders oppose them. The concentration of voting power with the MarketWise Members may have an adverse effect on the price of our securities. The interests of the MarketWise Members may not be consistent with your interests as a securityholder.
Item 1A. Risk Factors. The risks described below could hurt our business, financial condition, or operating results. Although it is not possible to predict or identify all such risks and uncertainties, they may include the factors discussed below. The risks and uncertainties described below are not the only ones we face.
Item 1A. Risk Factors. The risks described below reflect our beliefs and opinions as to factors that could hurt our business, financial condition, or operating results in the future. Although it is not possible to predict or identify all such risks and uncertainties, they may include the factors discussed below.
Various aspects of our business and services are subject to federal, state, and local regulation, as well as regulation outside the United States. We rely upon the “publisher’s exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and corresponding state securities laws for our investment newsletter business.
We rely upon the “publisher’s exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and corresponding state securities laws for our investment newsletter business.
We have an aggregate of approximately 905,386,203 shares of our Class A common stock authorized but unissued, including 279,890,147 shares of our Class A common stock issuable upon redemption or exchange of LLC Units that are held by the MarketWise Members.
We have an aggregate of approximately 45,054,990 shares of our Class A common stock authorized but unissued, including 13,612,641 shares of our Class A common stock issuable upon redemption or exchange of LLC Units that are held by the MarketWise Members.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhen appropriate, the Board also receives reports concerning the detection, mitigation and remediation of cybersecurity threats and incidents 39 Our CIO has over 25 years of software engineering experience including over ten years of being responsible for MarketWise’s cybersecurity.
Biggest changeWhen appropriate, the Board also receives reports concerning the detection, mitigation and remediation of cybersecurity threats and incidents 37 Our CIO has over 25 years of software engineering experience including over ten years of being responsible for MarketWise’s cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeLocation Type Square Feet Baltimore, MD Office Space and headquarters 46,000 Delray Beach, FL Office Space 19,000 Tampa, FL Office Space 2,600
Biggest changeLocation Type Square Feet Baltimore, MD Office Space and headquarters 46,000

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+4 added−0 removed1 unchanged
Biggest changeThere are also 23 holders of record of our Class B common stock. Dividend Policy In 2024, we paid quarterly dividends on shares of our Class A common stock and distributions on our LLC Units. We also declared a special dividend on shares of our Class A common stock on January 15, 2025.
Biggest changeThere are also 20 holders of record of our Class B common stock. Dividend Policy In 2025, we paid quarterly dividends on shares of our Class A common stock and distributions on our LLC Units. There can be no assurance that we will continue to pay dividends in the future.
Holders As of December 31, 2024, there were 40 holders of record of our Class A common stock. The actual number of stockholders is significantly greater than this number of record holders, and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
Holders As of December 31, 2025, there were 3 holders of record of our Class A common stock. The actual number of stockholders is significantly greater than this number of record holders, and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
There can be no assurance that we will continue to pay dividends in the future. The payment of any future dividends and distributions will be at the discretion of our Board and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, and other factors that our Board may deem relevant.
The payment of any future dividends and distributions will be at the discretion of our Board and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, and other factors that our Board may deem relevant.
Securities Authorized for Issuance Under Equity Compensation Plans Information regarding the Securities Authorized for Issuance under Equity Compensation Plans can be found under Item 12 of this report. Issuer Purchases of Equity Securities None. Item 6. [Reserved.] Not applicable. 41
Securities Authorized for Issuance Under Equity Compensation Plans Information regarding the Securities Authorized for Issuance under Equity Compensation Plans can be found under Item 12 of this report.
Added
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 December 31, 2025: 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) October 1 to October 31, 2025 34,829 $ 13.69 34,829 $ 49,147 Total 34,829 34,829 (1) In February 2025, our Board of Directors authorized the repurchase of up to $50.0 million in aggregate of shares of the Company’s Class A common stock, with the authorization to expire on February 28, 2026.
Added
As previously announced, the Board of Directors authorized a stock repurchase program of our Class A common stock. Since April 2025, the Company has repurchased 209,726 shares for $3.4 million.
Added
On October 29, 2025, the Company announced that it had received a proposal from Monument & Cathedral Holdings, LLC (collectively with its affiliates, “M&C”) to acquire all of the outstanding equity interests of the Company and MarketWise, LLC that are not owned by M&C.
Added
In connection with the Proposal, the Company suspended repurchases under its stock repurchase program effective October 30, 2025. The Company confirmed publicly on February 18, 2026 that M&C had withdrawn its Proposal. The stock repurchase program remains authorized and the Company plans to resume repurchases after filing this annual report. 39 Item 6. [Reserved.] Not applicable. 40

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

86 edited+37 added−35 removed75 unchanged
Biggest changeFor the year ended December 31, 2023 net income attributable to controlling interests included a $1.8 million tax provision, which is 100% attributable to the controlling interest. 49 Results of Operations The following table sets forth our results of operations for the periods presented: (In thousands) Year Ended December 31, 2024 2023 2022 Net revenue $ 405,357 $ 443,245 $ 510,040 Related party revenue 3,344 4,937 2,363 Total net revenue 408,701 448,182 512,403 Operating expenses: Cost of revenue (1) 50,663 56,802 62,697 Sales and marketing (1) 160,707 198,592 235,326 General and administrative (1) 90,712 125,176 114,810 Research and development (1) 9,908 8,831 8,817 Depreciation and amortization 2,753 3,821 3,091 Impairment losses 4,445 2,583 — Related party expense 525 572 379 Total operating expenses 319,713 396,377 425,120 Income from operations 88,988 51,805 87,283 Other income (expense), net 2,085 (611) 15,672 Interest income (expense), net 5,288 4,904 (295) Income before income taxes 96,361 56,098 102,660 Income tax expense 3,253 1,803 1,490 Net income 93,108 54,295 101,170 Net income attributable to noncontrolling interests 86,049 52,513 83,180 Net income attributable to MarketWise, Inc. $ 7,059 $ 1,782 $ 17,990 (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. 50 The following table sets forth our consolidated statements of operations data expressed as a percentage of net revenue for the periods indicated: Year Ended December 31, 2024 2023 2022 Net revenue 100.0 % 100.0 % 100.0 % Operating expenses: Cost of revenue (1) 12.4 % 12.7 % 12.2 % Sales and marketing (1) 39.3 % 44.3 % 45.9 % General and administrative (1) 22.2 % 27.9 % 22.4 % Research and development (1) 2.4 % 2.0 % 1.7 % Depreciation and amortization 0.7 % 0.9 % 0.6 % Impairment losses 1.1 % 0.6 % — % Related party expense 0.1 % 0.1 % 0.1 % Total operating expenses 78.2 % 88.4 % 83.0 % Income from operations 21.8 % 11.6 % 17.0 % Other income (expense), net 0.5 % (0.1) % 3.1 % Interest income (expense), net 1.3 % 1.1 % (0.1) % Income before income taxes 23.6 % 12.5 % 20.0 % Income tax expense 0.8 % 0.4 % 0.3 % Net income 22.8 % 12.1 % 19.7 % Net income attributable to noncontrolling interests 21.1 % 11.7 % 16.2 % Net income attributable to MarketWise, Inc. 1.7 % 0.4 % 3.5 % __________________ (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.
Biggest changeFor the year ended December 31, 2024 net income attributable to controlling interests included a $3.3 million tax provision, which is 100% attributable to the controlling interest. 47 Results of Operations The following table sets forth our results of operations for the periods presented: (In thousands) Year Ended December 31, 2025 2024 2023 Net revenue $ 325,708 $ 405,357 $ 443,245 Related party revenue 2,414 3,344 4,937 Total net revenue 328,122 408,701 448,182 Operating expenses: Cost of revenue (1) 44,335 50,663 56,802 Sales and marketing (1) 130,954 160,707 198,592 General and administrative (1) 78,293 90,712 125,176 Research and development (1) 8,814 9,908 8,831 Depreciation and amortization 2,186 2,753 3,821 Impairment losses 380 4,445 2,583 Related party expense 564 525 572 Total operating expenses 265,526 319,713 396,377 Income from operations 62,596 88,988 51,805 Other income (expense), net 1,040 2,085 (611) Interest income, net 2,963 5,288 4,904 Income before income taxes 66,599 96,361 56,098 Income tax expense 2,558 3,253 1,803 Net income 64,041 93,108 54,295 Net income attributable to noncontrolling interests 58,421 86,049 52,513 Net income attributable to MarketWise, Inc. $ 5,620 $ 7,059 $ 1,782 (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. 48 The following table sets forth our consolidated statements of operations data expressed as a percentage of net revenue for the periods indicated: Year Ended December 31, 2025 2024 2023 Net revenue 100.0 % 100.0 % 100.0 % Operating expenses: Cost of revenue (1) 13.5 % 12.4 % 12.7 % Sales and marketing (1) 39.9 % 39.3 % 44.3 % General and administrative (1) 23.9 % 22.2 % 27.9 % Research and development (1) 2.7 % 2.4 % 2.0 % Depreciation and amortization 0.7 % 0.7 % 0.9 % Impairment losses 0.1 % 1.1 % 0.6 % Related party expense 0.2 % 0.1 % 0.1 % Total operating expenses 80.9 % 78.2 % 88.4 % Income from operations 19.1 % 21.8 % 11.6 % Other income (expense), net 0.3 % 0.5 % (0.1) % Interest income, net 0.9 % 1.3 % 1.1 % Income before income taxes 20.3 % 23.6 % 12.5 % Income tax expense 0.8 % 0.8 % 0.4 % Net income 19.5 % 22.8 % 12.1 % Net income attributable to noncontrolling interests 17.8 % 21.1 % 11.7 % Net income attributable to MarketWise, Inc. 1.7 % 1.7 % 0.4 % __________________ (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.
Financing Activities For the year ended December 31, 2024, net cash used in financing activities was $34.5 million, primarily due to $21.1 million in distributions to noncontrolling interests and $1.5 million in dividends paid to Class A common stockholders.
For the year ended December 31, 2024, net cash used in financing activities was $34.5 million, primarily due to $21.1 million in distributions to noncontrolling interests and $1.5 million in dividends paid to Class A common stockholders.
Total Paid Subscribers decreased by 231 thousand, or 31.4%, to 506 thousand as of December 31, 2024 as compared to 737 thousand at December 31, 2023, driven by continued soft consumer engagement as well as elevated churn due to expiring subscriptions in our Legacy Research Group which likely came as a result of the wind down of this business which occurred during 2024.
Total Paid Subscribers decreased by 231 thousand, or 31.4%, to 506 thousand as of December 31, 2024 as compared to 737 thousand as of December 31, 2023, driven by continued soft consumer engagement as well as elevated churn due to expiring subscriptions in our Legacy Research Group which likely came as a result of the wind down of this business which occurred during 2024.
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. 48 Impairment of Intangible Assets Impairment of intangible assets consists of impairment losses related to our Legacy Research and Buttonwood Publishing businesses.
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 of Intangible Assets Impairment of intangible assets consists of impairment losses related to our Legacy Research and Buttonwood Publishing businesses.
For more information on ARPU, see “ Key Business Metrics — Average Revenue Per User. ” 43 Our high-value composition rate reflects the percentage of Paid Subscribers that have purchased more than $600 of our products over their lifetime.
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.
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.
This non-GAAP financial information is presented 51 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.
The 60 excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.
The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.
For such contracts, we allocate net revenues to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to subscribers on a standalone basis.
For such contracts, we allocate net revenues to 58 each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to subscribers on a standalone basis.
We did not have significant measurement period adjustments during the years ended December 31, 2024, 2023 and 2022. Recently Issued Accounting Pronouncements See the section titled “Recently Issued and Adopted Accounting Pronouncements” in Note 2 of the notes to our consolidated financial statements included in this Report for more information. Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We did not have significant measurement period adjustments during the years ended December 31, 2025, 2024 and 2023. Recently Issued Accounting Pronouncements See the section titled “Recently Issued and Adopted Accounting Pronouncements” in Note 2 of the notes to our consolidated financial statements included in this Report for more information. Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Tax Receivable Agreement MarketWise, Inc. intends, as MarketWise, LLC’s sole manager, to cause MarketWise, LLC to make cash distributions to MarketWise, Inc. in an amount sufficient to cover MarketWise, Inc.’s obligations under the Tax Receivable Agreement.
Tax Receivable Agreement 55 MarketWise, Inc. intends, as MarketWise, LLC’s sole manager, to cause MarketWise, LLC to make cash distributions to MarketWise, Inc. in an amount sufficient to cover MarketWise, Inc.’s obligations under the Tax Receivable Agreement.
The following discussion and analysis of the financial condition and results of operations of MarketWise, Inc., a Delaware corporation (“MarketWise,” “the Company,” “we,” “us,” and “our”), should be read together with our audited consolidated financial statements as of December 31, 2024 and 2023 and for each of the years ended December 31, 2024, 2023 and 2022 included elsewhere in this report.
The following discussion and analysis of the financial condition and results of operations of MarketWise, Inc., a Delaware corporation (“MarketWise,” “the Company,” “we,” “us,” and “our”), should be read together with our audited consolidated financial statements as of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024 and 2023 included elsewhere in this 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 2024 tax year the highest federal, state and local tax rate the Company used was 49.75%.
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 2025 tax year the highest federal, state and local tax rate the Company used was 49.75%.
The estimated life of membership customers was five years for each of the years ended December 31, 2024, 2023 and 2022. Our contracts with subscribers may include multiple performance obligations if subscription services are sold with other subscriptions, products, or events within one contract.
The estimated life of membership customers was five years for each of the years ended December 31, 2025, 2024 and 2023. Our contracts with subscribers may include multiple performance obligations if subscription services are sold with other subscriptions, products, or events within one contract.
We may face challenges and uncertainty in retaining and expanding relationships with existing subscribers due to the wind-down of operations of Legacy Research announced in February 2024 and any reputational harm associated with misconduct of former employees as discussed in the Risk Factor Failure to maintain and protect our reputation for trustworthiness and independence may harm our business included elsewhere in this annual report.
We may face challenges and uncertainty in retaining and expanding relationships with existing subscribers due to the wind-down of operations of Legacy Research announced in February 2024 and any reputational harm associated with misconduct of former employees as discussed in the Risk Factor “ Failure to maintain and protect our reputation for trustworthiness and independence may harm our business” included elsewhere in this annual report.
Almost all of the subscribers who churned in 2024 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.
Almost all of the subscribers who churned in 2025 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.
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.
For additional information regarding the TRA, 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.
Our free subscription products also serve as a significant source of new Paid Subscribers, accounting for approximately 50% 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 Free Subscribers and Paid Subscribers.
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 Subscribers and Paid Subscribers.
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.
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 TRA, 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.
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.
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 TRA.
The amortization period for contract costs was approximately four years for each of the years ended December 31, 2024, 2023 and 2022.
The amortization period for contract costs was approximately four years for each of the years ended December 31, 2025, 2024 and 2023.
Our Paid Subscriber base is comprised of subscribers obtained through both direct-to-paid acquisition and free-to-paid conversions. Since 2022, direct-to-paid acquisition has accounted for approximately 50% of our annual Paid Subscriber acquisition, and is largely driven by display ads and targeted email campaigns.
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.
We now produce a diversified product portfolio from a variety of financial research brands such as Stansberry Research Chaikin Analytics, Altimetry, TradeSmith, Investor Place, and Brownstone Research.
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.
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.
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.
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, which we expect to be significant.
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 (“TRA”) in the future.
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.
To the extent that MarketWise, Inc. is unable to make timely payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid.
For the years ended December 31, 2024 and 2023, the Company earned interest income of $5.9 million and $5.7 million, respectively, on our cash portfolio which was invested solely in money market funds.
For the years ended December 31, 2025 and 2024, the Company earned interest income of $3.0 million and $5.9 million, respectively, on our cash portfolio which was invested solely in money market funds.
Investing Activities For the year ended December 31, 2024, net cash used in investing activities was $0.7 million, primarily driven by the payment of $0.5 million related to capitalized software development costs.
Investing Activities For the year ended December 31, 2025, net cash used in investing activities was $1.6 million, primarily driven by the payment of $1.2 million related to capitalized software development costs. 57 For the year ended December 31, 2024, net cash used in investing activities was $0.7 million, primarily driven by the payment of $0.5 million related to capitalized software development costs.
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 December 31, 2024, 56% of our Paid Subscribers were high-value subscribers and 25% of our Paid Subscribers were ultra high-value subscribers.
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 December 31, 2025, 63% of our Paid Subscribers were high-value subscribers and 30% of our Paid Subscribers were ultra high-value subscribers.
Membership subscription revenue, which is initially deferred and recognized over a five-year period, increased during the year ended December 31, 2024 as a result of higher volume of membership subscriptions in the current year. 51 Operating Expenses (In thousands) Year Ended December 31, $ Change % Change 2024 2023 Operating expenses: Cost of revenue $ 50,663 $ 56,802 $ (6,139) (10.8) % Sales and marketing 160,707 198,592 (37,885) (19.1) % General and administrative 90,712 125,176 (34,464) (27.5) % Research and development 9,908 8,831 1,077 12.2 % Depreciation and amortization 2,753 3,821 (1,068) (28.0) % Impairment losses 4,445 2,583 1,862 72.1 % Related party expenses 525 572 (47) (8.2) % Total operating expenses $ 319,713 $ 396,377 $ (76,664) (19.3) % Cost of Revenue Cost of revenue decreased primarily driven by a $4.1 million decrease in credit card fees, a $2.7 million decrease in salaries, taxes and benefits, and a $0.8 million decrease in outside labor.
Operating Expenses (In thousands) Year Ended December 31, $ Change % Change 2024 2023 Operating expenses: Cost of revenue $ 50,663 $ 56,802 $ (6,139) (10.8) % Sales and marketing 160,707 198,592 (37,885) (19.1) % General and administrative 90,712 125,176 (34,464) (27.5) % Research and development 9,908 8,831 1,077 12.2 % Depreciation and amortization 2,753 3,821 (1,068) (28.0) % Impairment losses 4,445 2,583 1,862 72.1 % Related party expenses 525 572 (47) (8.2) % Total operating expenses $ 319,713 $ 396,377 $ (76,664) (19.3) % Cost of Revenue Cost of revenue decreased primarily driven by a $4.1 million decrease in credit card fees, a $2.7 million decrease in salaries, taxes and benefits, and a $0.8 million decrease in outside labor.
Adjusted CFFO and Adjusted CFFO Margin 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 or operating cash flow margin.
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.
We believe our net revenue retention rate, which has averaged over 55% from 2022 to 2024, 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 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.
For more information on Adjusted CFFO and Adjusted CFFO Margin (as defined below), see “— Non-GAAP Financial Measures.” (In thousands) Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ (22,150) $ 62,428 $ 48,374 Total net revenue 408,701 448,182 512,403 Net cash (used in) provided by operating activities margin (5.4 %) 13.9 % 9.4 % Adjusted CFFO $ (22,150) $ 66,368 $ 59,324 Billings 239,083 382,411 459,487 Adjusted CFFO Margin (9.3 %) 17.4 % 12.9 % 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 this report.
For more information on Adjusted CFFO and Adjusted CFFO Margin (as defined below), see “— Non-GAAP Financial Measures.” (In thousands) Year Ended December 31, 2025 2024 2023 Net cash provided by (used in) operating activities $ 45,958 $ (22,150) $ 62,428 Total net revenue 328,122 408,701 448,182 Net cash provided by (used in) operating activities margin 14.0 % (5.4 %) 13.9 % Adjusted CFFO $ 45,958 $ (22,150) $ 66,368 Billings 271,195 239,083 382,411 Adjusted CFFO Margin 16.9 % (9.3 %) 17.4 % 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 this report.
Other Billings decreased by $1.4 million or 18.9% to $6.0 million in 2024 as compared to $7.4 million in 2023 as a result of decreasing revenue share activity with external parties.
Other Billings decreased by $1.4 million or 18.9% to $6.0 million in 2024 as compared to $7.4 million in 2023 as a result of decreasing revenue share activity with external parties. Total Billings increased by $32.1 million, or 13.4%, to $271.2 million in 2025 as compared to $239.1 million in 2024.
For the year ended December 31, 2023, net cash used in investing activities was $1.9 million, primarily driven by the payment of $1.7 million related to capitalized software development costs. For the year ended December 31, 2022, net cash used in investing activities was $13.2 million, primarily driven by the payment of $12.8 million related to the Buttonwood Publishing acquisition.
For the year ended December 31, 2023, net cash used in investing activities was $1.9 million, primarily driven by the payment of $1.7 million related to capitalized software development costs.
For the year ended December 31, 2024 net income attributable to controlling interests included a $3.3 million tax provision, which is 100% attributable to the controlling interest. As of December 31, 2023, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 11.2% and the noncontrolling interest was 88.8%.
For the year ended December 31, 2025 net income attributable to controlling interests included a $2.6 million tax provision, which is 100% attributable to the controlling interest. As of December 31, 2024, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 12.4% and the noncontrolling interest was 87.6%.
Membership subscription revenue, which is initially deferred and recognized over a five-year period, decreased during the year ended December 31, 2023 as a result of lower volume of membership subscriptions in current and prior years.
Membership subscription revenue, which is initially deferred and recognized over a five-year period, increased during the year ended December 31, 2024 as a result of higher volume of membership subscriptions in the current year.
Our Paid Subscribers (as defined below) as of December 31, 2024 generated average customer lifetime Billings of approximately $1,120, resulting in a LTV/CAC (as defined below) ratio of approximately 1.3x.
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 compared to 1.3x at December 31, 2024.
Interest (Expense) Income, Net Interest (expense) income, net primarily consists of interest income from our money market accounts. Net Income Attributable to Noncontrolling Interests As of December 31, 2024, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 12.4% and the noncontrolling interest was 87.6%.
Interest (Expense) Income, Net Interest (expense) income, net primarily consists of interest income from our money market accounts. Net Income Attributable to Noncontrolling Interests As of December 31, 2025, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 15.2% and the noncontrolling interest was 84.8%.
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.
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.
Comparison of Years Ended December 31, 2024 and 2023 Net Revenue (In thousands) Year Ended December 31, $ Change % Change 2024 2023 Net revenue $ 408,701 $ 448,182 $ (39,481) (8.8) % The decrease in net revenue was primarily driven by a $41.4 million decrease in term subscription revenue and a $1.7 million decrease in non-subscription revenue, partially offset by a $3.6 million increase in membership subscription revenue.
Comparison of the Years Ended December 31, 2024 and 2023 Net Revenue (In thousands) Year Ended December 31, $ Change % Change 2024 2023 Net revenue $ 408,701 $ 448,182 $ (39,481) (8.8) % The decrease in net revenue was primarily driven by a $41.4 million decrease in term subscription revenue and a $1.7 million decrease in non-subscription revenue, partially offset by a $3.6 million increase in membership subscription revenue. 50 Term subscription revenue decreased during the year ended December 31, 2024 primarily due to lower Billings as compared to the 2023 period which was driven by reduced engagement of prospective and existing subscribers in the 2024 period.
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) Year Ended December 31, 2024 2023 2022 Net cash (used in) provided by operating activities $ (22,150) $ 62,428 $ 48,374 Net cash used in investing activities (681) (1,897) (13,238) Net cash used in financing activities (34,458) (63,953) (16,192) 58 Operating Activities For the year ended December 31, 2024, net cash used in operating activities was $22.2 million, primarily due to net income of $93.1 million, adjusted for net non-cash items which increased cash by $22.8 million, and net changes in our operating assets and liabilities which reduced cash by $138.0 million, largely due to timing differences in the net receipt of cash.
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) Year Ended December 31, 2025 2024 2023 Net cash provided by (used in) operating activities $ 45,958 $ (22,150) $ 62,428 Net cash used in investing activities (1,567) (681) (1,897) Net cash used in financing activities (72,107) (34,458) (63,953) Operating Activities For the year ended December 31, 2025, net cash used in operating activities was $46.0 million, primarily due to net income of $64.0 million, adjusted for net non-cash items which increased cash by $14.3 million, and net changes in our operating assets and liabilities which reduced cash by $32.4 million, largely due to timing differences in the net receipt of cash.
For the year ended December 31, 2022, net cash provided by operating activities was $48.4 million, primarily due to net income of $101.2 million adjusted for net non-cash items which reduced cash by $0.1 million, and net changes in our operating assets and liabilities which reduced cash by $52.9 million, largely due to timing differences in the net receipt of cash.
For the year ended December 31, 2024, net cash used in operating activities was $22.2 million, primarily due to net income of $93.1 million, adjusted for net non-cash items which increased cash by $22.8 million, and net changes in our operating assets and liabilities which reduced cash by $138.0 million, largely due to timing differences in the net receipt of cash.
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. 55 As of December 31, 2024, our principal sources of liquidity were cash, cash equivalents, and restricted cash of $97.9 million.
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 December 31, 2025, our principal sources of liquidity were cash, cash equivalents, and restricted cash of $70.1 million.
This was primarily a function of a significant decrease (approximately 150 thousand) in average Paid Subscribers in 2024 versus 2023. Net Renewal Billings decreased by $23.5 million, or 19.5%, to $96.8 million in 2023 as compared to $120.3 million in 2022.
Net Renewal Billings decreased by $26.5 million, or 27.3%, to $70.3 million in 2024 as compared to $96.8 million in 2023. This was primarily a function of a significant decrease (approximately 150 thousand) in average Paid Subscribers in 2024 versus 2023. Other Billings are Billings from revenue share, advertising and conferences.
(In thousands) Year Ended December 31, % change 2024 2023 2022 2024 vs 2023 2023 vs 2022 Adjusted CFFO $ (22,150) $ 66,368 $ 59,324 (133.4) % 11.9 % Adjusted CFFO Margin (9.3) % 17.4 % 12.9 % 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.
(In thousands) Year Ended December 31, % change 2025 2024 2023 2025 vs 2024 2024 vs 2023 Adjusted CFFO $ 45,958 $ (22,150) $ 66,368 (307.5) % (133.4) % Adjusted CFFO Margin 16.9 % (9.3) % 17.4 % Free Cash Flow $ 44,391 $ (22,831) $ 60,701 (294.4) % (137.6) % 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.
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.
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.
In January 2025, the Company made a quarterly tax distribution of $15.1 million proportionately to all MarketWise Members, including MarketWise, Inc. This quarterly tax distribution 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.
In the year ended December 31, 2025, MarketWise, LLC made quarterly tax distributions of $49.8 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 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.
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.
We expect MarketWise, Inc. will receive quarterly tax distributions in future quarters however the amount is uncertain. 56 We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all.
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. We may be required to seek additional equity or debt financing.
The changes in operating assets and liabilities were primarily driven by a decrease in deferred revenue, which reduced cash by $52.0 million due to our overall decrease in sales, a decrease in trade and other payables, which decreased cash by $4.0 million, a decrease in other current and long-term liabilities, which decreased cash by $3.8 million, partially offset by a decrease in accounts receivable due to our overall decrease in sales, which increased cash by $3.8 million, and a net increase due to deferred contract acquisition costs of $5.5 million.
The changes in operating assets and liabilities were primarily driven by a decrease in deferred revenue, which reduced cash by $56.1 million due to our overall decrease in sales, partially offset by a net increase in deferred contract acquisition costs of $20.5 million, and a decrease in accrued expenses of $9.9 million.
This was partially offset by a $14.2 million increase in amortization of deferred contract acquisition costs, a $1.1 million increase in salaries, taxes and benefits, and a $1.0 million increase in stock-based compensation expense.
This was partially offset by a $1.0 million increase in stock-based compensation expense. Sales and Marketing Sales and marketing expense decreased primarily driven by a $34.0 million decrease in amortization of deferred contract acquisition costs, and $3.7 million decrease in salaries, taxes and benefits primarily due to reductions in workforce in 2024.
Key Business Metrics 44 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 metrics, which may hinder comparability with other companies who may calculate similarly titled metrics in a different way.
We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly titled metrics in a different way.
Management believes that, of our significant accounting policies, which are described in Note 2 to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies management believes are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.
Accordingly, these are the policies management believes are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.
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: (In thousands) Year Ended December 31, % change 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net cash (used in) provided by operating activities $ (22,150) $ 62,428 $ 48,374 (135.5) % 29.1 % Non-recurring expenses — 3,940 10,950 (100.0) % (64.0) % Adjusted CFFO $ (22,150) $ 66,368 $ 59,324 (133.4) % 11.9 % 54 The following table provides the calculation of net cash provided by operating activities 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) Year Ended December 31, % change 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net cash provided by operating activities $ (22,150) $ 62,428 $ 48,374 (135.5) % 29.1 % Total net revenue 408,701 448,182 512,403 (8.8) % (12.5) % Net cash (used in) provided by operating activities margin (5.4 %) 13.9 % 9.4 % Adjusted CFFO $ (22,150) $ 66,368 $ 59,324 (133.4) % 11.9 % Billings 239,083 382,411 459,487 (37.5) % (16.8) % Adjusted CFFO Margin (9.3 %) 17.4 % 12.9 % CFFO and Adjusted CFFO were negative for the year ended December 31, 2024 primarily driven by lower Billings during the period, partially due to the Legacy wind down, incentive compensation payouts during the first quarter, and payments related to renegotiated employment agreements.
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: (In thousands) Year Ended December 31, % change 2025 2024 2023 2025 vs 2024 2024 vs 2023 Net cash provided by (used in) operating activities $ 45,958 $ (22,150) $ 62,428 (307.5) % (135.5) % Non-recurring expenses — — 3,940 — % (100.0) % Adjusted CFFO $ 45,958 $ (22,150) $ 66,368 (307.5) % (133.4) % 52 The following table provides the calculation of net cash provided by operating activities 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) Year Ended December 31, % change 2025 2024 2023 2025 vs 2024 2024 vs 2023 Net cash provided by operating activities $ 45,958 $ (22,150) $ 62,428 (307.5) % (135.5) % Total net revenue 328,122 408,701 448,182 (19.7) % (8.8) % Net cash provided by (used in) operating activities margin 14.0 % (5.4 %) 13.9 % Adjusted CFFO $ 45,958 $ (22,150) $ 66,368 (307.5) % (133.4) % Billings 271,195 239,083 382,411 13.4 % (37.5) % Adjusted CFFO Margin 16.9 % (9.3 %) 17.4 % CFFO and Adjusted CFFO for the year ended December 31, 2025 was primarily due to net income of $64.0 million, adjusted for net non-cash items which increased cash by $14.3 million.
Year Ended December 31, 2024 2023 2022 Free Subscribers 14,082,039 16,446,752 15,702,545 Active Free Subscribers 3,331,437 4,067,199 4,295,508 Paid Subscribers 505,889 737,140 841,277 ARPU $ 394 $ 503 $ 519 New "Marketing" Billings (in thousands) $ 162,782 $ 278,260 $ 333,612 Net "Renewal" Billings (in thousands) $ 70,313 $ 96,767 $ 120,272 Other Billings (in thousands) $ 5,988 $ 7,384 $ 5,603 Total Billings (in thousands) $ 239,083 $ 382,411 $ 459,487 Free Subscribers .
Year Ended December 31, 2025 2024 2023 Active Free Subscribers 2,037,313 3,331,437 4,067,199 Paid Subscribers 374,163 505,889 737,140 ARPU $ 670 $ 394 $ 503 New "Marketing" Billings (in thousands) $ 199,133 $ 162,782 $ 278,260 Net "Renewal" Billings (in thousands) $ 65,359 $ 70,313 $ 96,767 Other Billings (in thousands) $ 6,703 $ 5,988 $ 7,384 Total Billings (in thousands) $ 271,195 $ 239,083 $ 382,411 Active Free Subscribers.
Existing subscribers were also reluctant to purchase higher priced subscriptions, also contributing to the decline. Net Renewal Billings are Billings from renewals and maintenance fee payments. Net Renewal Billings decreased by $26.5 million, or 27.3%, to $70.3 million in 2024 as compared to $96.8 million in 2023.
The balance of the decline was due to continuing soft engagement and reluctance of existing subscribers to purchase additional higher priced subscriptions. Net Renewal Billings are Billings from renewals and maintenance fee payments. Net Renewal Billings decreased by $5.0 million, or 7.0%, to $65.4 million in 2025 as compared to $70.3 million in 2024.
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 December 31, 2024, our Paid Subscriber base was 506 thousand, down 231 thousand, or 31.4% as compared to 737 thousand at December 31, 2023.
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.
Today, we benefit from the confluence of a leading editorial team, diverse portfolio of content and brands, and a comprehensive suite of investor-centric tools that appeal to a broad subscriber base. 2024 Highlights ▪ Paid Subscribers were 506 thousand as of December 31, 2024 compared with 737 thousand as of December 31, 2023 ▪ Total net revenue was $408.7 million for full year 2024 compared with $448.2 million for full year 2023 ▪ Total Billings was $239.1 million for full year 2024 compared with $382.4 million for full year 2023 ▪ Net income was $93.1 million for full year 2024 compared with $54.3 million for full year 2023 ▪ Cash and cash equivalents were $97.9 million as of December 31, 2024 The following table presents net cash provided by operating activities (“CFFO”), and the related margin as a percentage of net revenue, and Adjusted CFFO (as defined below), a non-GAAP measure, and the related margin 42 as a percentage of Billings, for each of the periods presented.
Today, we benefit from the confluence of a leading editorial team, diverse portfolio of content and brands, and a comprehensive suite of investor-centric tools that appeal to a broad subscriber base. 2025 Highlights ▪ Paid Subscribers were 374 thousand as of December 31, 2025 compared with 506 thousand as of December 31, 2024 ▪ Total net revenue was $328.1 million for full year 2025 compared with $408.7 million for full year 2024 (1) ▪ Total Billings was $271.2 million for full year 2025 compared with $239.1 million for full year 2024 ▪ Net income was $64.0 million for full year 2025 compared with $93.1 million for full year 2024 ▪ Cash from Operating Activities (“CFFO”) was $46.0 million for full year 2025 compared with $(22.2) million for full year 2024 ▪ Cash and cash equivalents were $70.1 million as of December 31, 2025, and no debt outstanding (1) Net Revenue (a GAAP measure) represents Billings that are recognized over the term of the subscription, which can be multiple years.
Included within our free publications are advertisements and editorial support for our current marketing campaigns. While subscribed to our publications, 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.
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.
Our ARPU (as defined below) as of December 31, 2024 was $394, which decreased 21.7% from $503 as of December 31, 2023.
Our ARPU (as defined below) as of December 31, 42 2025 was $670, which increased 70.1% from $394 as of December 31, 2024.
Additionally, direct marketing spend decreased as we managed profitability given the aforementioned factors . The decrease was further compounded by the loss of approximately 20 thousand Paid Subscribers as part of sale of the MMP Business in fourth quarter 2024. See also Note 5 – Acquisitions and Disposals.
Additionally, direct marketing spend decreased as we managed profitability given the aforementioned factors. The decrease was further compounded by the loss of 44 approximately 20 thousand Paid Subscribers as part of sale of the Money Map Press, LLC Business in fourth quarter 2024. Subscriber count churn rate has ranged from approximately 2.4% to 3.7% per month between 2023 and 2025.
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.
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.
Free Subscribers are defined as unique subscribers who have subscribed to one of our free investment publications via a valid email address and continue to remain directly opted in, 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.
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.
Other Billings increased by $1.8 million or 31.8% to $7.4 million in 2023 as compared to $5.6 million in 2022 as a result of increasing revenue share activity with third parties. Total Billings decreased by $143.3 million, or 37.5%, to $239.1 million in 2024 as compared to $382.4 million in 2023.
Other Billings increased by $0.7 million or 11.9% to $6.7 million in 2025 as compared to $6.0 million in 2024 as a result of increasing revenue share activity with external parties.
Comparison of the Years Ended December 31, 2023 and 2022 Net Revenue (In thousands) Year Ended December 31, $ Change % Change 2023 2022 Net revenue $ 448,182 $ 512,403 $ (64,221) (12.5) % The decrease in net revenue was primarily driven by a $56.5 million decrease in term subscription revenue and a $10.0 million decrease in membership subscription revenue, partially offset by a $2.3 million increase in non- 52 subscription revenue.
Comparison of Years Ended December 31, 2025 and 2024 Net Revenue (In thousands) Year Ended December 31, $ Change % Change 2025 2024 Net revenue $ 328,122 $ 408,701 $ (80,579) (19.7) % The decrease in net revenue was primarily driven by a $62.1 million decrease in term subscription revenue and a $19.5 million decrease in membership subscription revenue, partially offset by a $1.1 million increase in non-subscription revenue.
ARPU decreased by $16, or 3.1%, to $503 as of December 31, 2023 as compared to $519 as of December 31, 2022. The year-over-year decrease was driven by a 17% decrease in trailing four quarter Billings in 2021, which significantly outpaced the decrease in trailing four quarter average Paid Subscribers of 14%.
ARPU increased by $276, or 70.1%, to $670 as of December 31, 2025 as compared to $394 as of December 31, 2024. The year-over-year increase was driven by a 13% increase in trailing four quarter Billings, while trailing four quarter average Paid Subscribers decreased by (33)%.
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.
Stock-based compensation includes amounts related to our 2021 Incentive Award Plan, our ESPP, and profits interests. 46 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.
Some of the limitations of using Adjusted CFFO and Adjusted CFFO Margin are that these metrics may be calculated differently by other companies in our industry. We expect Adjusted CFFO and Adjusted CFFO Margin to fluctuate in future periods as we invest in our business to execute our growth strategy.
Some of the limitations of using these non-GAAP measures are that these metrics may be calculated differently by other companies in our industry.
As of December 31, 2023, Active Free Subscribers decreased by 0.2 million, or 5.3%, to 4.1 million as compared to 4.3 million as of December 31, 2022. The year over year 45 decline in Active Free Subscribers was a result of decreased engagement with our Free Subscriber community as consumer engagement continued to be soft. Paid Subscribers.
Active Free Subscribers decreased by 0.7 million, or 18.1%, to 3.3 million as of December 31, 2024 as compared to 4.1 million as of December 31, 2023. The year over year decrease was primarily driven by the shutdown of our Legacy Research business in early 2024. Paid Subscribers.
The preparation of these consolidated 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.
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, the following accounting policies involve a greater degree of judgment and complexity.
The year over year decline in Active Free Subscribers is a result of both fewer free subscribers in total as well as a reduced number of free products available as we rationalize our offerings. Free Subscribers increased by 0.7 million, or 4.7%, to 16.4 million as of December 31, 2023 as compared to 15.7 million as of December 31, 2022.
The year over year decrease in Active Free Subscribers is a result of fewer free subscribers in total, a reduced number of free products available as we rationalize our offerings, and more targeted email sends.
The decrease was primarily driven by ceasing new sales campaigns within our Legacy Research Group brands, which began winding down operations in mid-February 2024. The balance of the decline was due to continuing soft engagement and reluctance of existing subscribers to purchase additional higher priced subscriptions.
The decrease was primarily driven by the winding down of our Legacy Research Group brands which began in mid-February 2024.
The decrease in trailing four quarter Billings was largely driven by cessation of prospective and existing subscribers. While they have declined somewhat recently, 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.
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 represents amounts invoiced to customers. We measure and monitor our Billings because it provides insight into trends in cash generation from our marketing campaigns.
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.
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 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 decreased by $115.5 million, or 41.5%, to $162.8 million in 2024 as compared to $278.3 million in 2023.
As a result, there will be a perpetual disconnect between Billings and Net Revenue. We break down our Billings into three sub-categories: New Marketing Billings, Net Renewal Billings, and Other Billings. 45 New Marketing Billings are Billings from all new subscription sales.
There is no guarantee that shares of our Class A common stock will appreciate or even maintain their value. 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.
There is no guarantee that shares of our Class A common stock will appreciate or even maintain their value.
Impairment Losses Impairment losses increased due to charges related to deferred contract acquisition costs, intangible assets, and operating lease right of use assets related to our Buttonwood Publishing business that we sold in December 2023. 53 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.
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.
The non-cash items include a change in fair value of derivative liabilities of $15.7 million, which was partially offset by stock-based compensation expense and deferred income taxes of $9.0 million and $1.5 million, respectively.
The non-cash items include stock-based compensation expense of $11.1 million, noncash lease expense of $3.2 million, and deferred income taxes of $1.0 million.
Beginning with first quarter 2025, we will discontinue reporting Free Subscribers and only report Active Free Subscribers. Free Subscribers decreased by 2.4 million, or 14.4%, to 14.1 million at December 31, 2024 as compared to 16.4 million at December 31, 2023.
Active Free Subscribers decreased by 1.3 million, or 38.8%, to 2.0 million as of December 31, 2025 as compared to 3.3 million as of December 31, 2024.
We expect that as we grow our business, the amount of our float will increase. The Company estimates that the amount of float was approximately $119.7 million and $120.5 million as of December 31, 2024 and 2023, respectively.
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 $98.2 million and $119.7 million as of December 31, 2025 and 2024, respectively.

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