0001805651FalseMarch 20, 2025BaltimoreMaryland21201March 20, 202500018056512025-03-202025-03-20

Date of Report (Date of earliest event reported): March 20, 2025

(Exact name of registrant as specified in its charter)

(888) 261-2693

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 20, 2025, MarketWise, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 10, 2025. As of February 27, 2025, the record date of the Special Meeting, there were 45,013,797 shares of Class A Common Stock and 279,490,147 shares of Class B Common Stock issued and outstanding and entitled to vote at the Special Meeting. Present in person or by proxy at the Special Meeting were 228,665,989 shares of Common Stock, representing a majority of the issued and outstanding capital stock entitled to vote at the Special Meeting, which constituted a quorum.

The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below.

The stockholders voted to adopt and approve the amendment to our Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of our Common Stock at a ratio of 1-for-20, the implementation and timing of such reverse stock split to be determined by our Board of Directors (the “Board”) in its sole discretion, subject to the Board’s authority to abandon such reverse stock split (the “Reverse Split Proposal”), by the following votes:

The stockholders voted to adopt and approve the Certificate of Amendment to decrease the number of authorized shares of (a) all classes of stock from 1,350,000,000 to 162,500,000, (b) our Class A Common Stock from 950,000,000 to 47,500,000 and (c) our Class B Common Stock from 300,000,000 to 15,000,000 (the “Authorized Shares Proposal”), by the following votes:

The stockholders voted to approve the proposal to transact such other business as may properly come before the Special Meeting or any continuation, postponement or adjournment of the Special Meeting in the event there were not sufficient votes in favor of Proposal 1 or Proposal 2 (the “Adjournment Proposal”), by the following votes. Such an adjournment was not necessary in light of the approval of Proposal 1 and Proposal 2 at the Special Meeting.

(d)Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.