MarketWise Inc-A 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39405 MarketWise, Inc. (Exact Name of Registrant as Specified in Its Charter) (Address of principal executive offices, including zip code) (888) 261-2693 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☑No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d).☐Yes☑No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.☑Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☑Yes☐No Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 12 (a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☑No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closingprice of the registrant’s shares of Class A common stock as reported by The Nasdaq Global Market on June30, 2025 was approximately$45.4 million. As of March2, 2026, there were 2,448,135 shares of the registrant’s Class A common stock, with a par value of $0.0001 per share(“Class A common stock”) and 13,612,641 shares of the registrant’s Class B common stock, with a par value of $0.0001 per share (“ClassB common stock,” together with Class A common stock, the “common stock”), outstanding. TABLE OF CONTENTS PART I. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART II. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities[Reserved.]Management's Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. PART III. Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accountant Fees and Services Item 10.Item 11.Item 12.Item 13.Item 14. Exhibits and Financial Statement SchedulesForm 10-K Summary 106106109 Summary Risk Factors The following is a summary of some of the risks, uncertainties, and assumptions that could harm our business’s f