MARKETWISE, INC. appointed F. Porter Stansberry as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Leadership Transition

On October 17, 2023, the Board appointed F. Porter Stansberry to serve as Chief Executive Officer of the Company and Chairman of the Board, effective immediately. In connection with Mr. Stansberry's appointment, the Board and Amber Mason agreed that Ms. Mason would step down as Chief Executive Officer and resign as a member of the Board, effective immediately. On October 18, 2023, Mark Gerhard and Riaan Hodgson resigned from the Board, effective immediately. The resignations of Ms. Mason and Messrs. Gerhard and Hodgson were not related to any disagreement with the Company regarding the Company's financial condition, results of operations, internal controls, disclosure controls and procedures, policies or practices.

Mr. Stansberry, age 50, is the founder of the Company. Mr. Stansberry previously served as Chairman of the Board until December 2020 and rejoined the Board in September 2023. In April 2022, he founded Porter & Company, an investment advisory boutique. In addition to his 25+ year career as a financial analyst and publisher, Mr. Stansberry is also the founder of OneBlade, Inc., a men's luxury shaving brand. Mr. Stansberry holds a Bachelor of Arts degree in political science and government from the University of Florida.

In connection with Mr. Stansberry's appointment, on October 20, 2023, the Compensation Committee of the Company's Board (the "Committee") approved a letter agreement with Mr. Stansberry providing for the terms of his employment as Chief Executive Officer (the "Stansberry Letter Agreement"). Under the Stansberry Letter Agreement, Mr. Stansberry's annual base salary will be $1.00. Mr. Stansberry will also be eligible to receive an annual discretionary incentive bonus (the "Annual Incentive Bonus") composed of cash and/or equity awards granted under the MarketWise, Inc. 2021 Incentive Award Plan (or any successor thereto), with such annual target incentives as may be determined by the Committee in its sole discretion.

In addition, in connection with his appointment as Chief Executive Officer, Mr. Stansberry will be eligible to participate in the Company's Executive Severance Plan which was adopted on December 16, 2022 (the "Severance Plan"), pursuant to which, in the event of the termination of Mr. Stansberry's employment by the Company without Cause or Mr. Stansberry's resignation for Good Reason (each as defined in the Severance Plan), Mr. Stansberry will be entitled to receive (i) a lump-sum cash payment equal to 1.5 times his base salary (2 times his base salary if such termination occurs during the Change in Control Protection Period (as defined in the Severance Plan)), (ii) a pro-rated portion of his Target Cash Bonus (as defined in the Severance Plan) for the year of termination (2 times his Target Cash Bonus if such termination occurs during the Change in Control Protection Period), (iii) healthcare continuation coverage or reimbursement of premiums for 18 months following termination, and (iv) continued vesting of outstanding time-based equity awards (or acceleration of vesting of outstanding time-based equity awards if such termination occurs during the Change in Control Protection Period), in each case, subject to Mr. Stansberry's execution and non-revocation of a release of claims and Mr. Stansberry's continued compliance with applicable restrictive covenants, including 18 month post-termination non-competition and non-solicitation covenants and perpetual confidentiality covenants. The Severance Plan also provides that, in the event of the termination of Mr. Stansberry's employment due to death or Disability (as defined in the Severance Plan), Mr. Stansberry will be 


entitled to receive (i) healthcare continuation coverage or reimbursement of premiums for 18 months following termination, and (ii) acceleration of vesting of outstanding time-based equity awards.

The foregoing summary descriptions of the Stansberry Letter Agreement and Severance Plan are qualified in their entirety by reference to the texts of such documents, copies of which are attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.