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



On January 25, 2023, MarketWise, Inc. (the "Company" or "MarketWise") and Marco
Ferri, the Company's Chief Corporate Development Officer, entered into a letter
agreement (the "Letter Agreement") that supersedes Mr. Ferri's previous
employment agreement, dated July 30, 2018 (the "Prior Employment Agreement"),
and governs the terms of his continued employment with the Company. Under the
Letter Agreement, Mr. Ferri's base salary will remain $500,000, he will remain
eligible to receive any bonus payments that remain outstanding pursuant to the
terms of the Prior Employment Agreement in connection with certain acquisition
and joint venture transactions initiated prior to entry into the Letter
Agreement, and he will be eligible to receive an annual discretionary incentive
bonus, payable in cash and/or equity, based on individual and Company
performance for each year, beginning in 2023, subject to potential reduction or
offset by amounts paid in each applicable year under the bonus provisions of the
Prior Employment Agreement. In addition, Mr. Ferri has been designated by the
Compensation Committee of the Company's Board of Directors (the "Committee") as
a participant 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. Ferri's employment by the Company without Cause or Mr.
Ferri's resignation for Good Reason (each as defined in the Severance Plan), Mr.
Ferri will be entitled to receive (i) a lump-sum cash payment equal to 1.25
times his base salary (1.5 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 (1.5 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 (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. Ferri's execution and non-revocation of a release of
claims and Mr. Ferri'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.
Ferri's employment due to death or Disability (as defined in the Severance
Plan), Mr. Ferri 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 descriptions of the Letter Agreement and the applicable terms and
conditions of the Severance Plan are qualified in their entirety by the full
text of the Letter Agreement and the Severance Plan, which are filed as Exhibits
10.1 and 10.2 hereto, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)Exhibits.

Exhibit No.              Description

10.1*                      Letter Agreement, dated as of January 25, 2023,

by and between MarketWise,


                         Inc. and Marco Ferri

10.2                       MarketWise, Inc. Executive Severance Plan

(incorporated by reference to


                         Exhibit 10.1 to the Issuer's current report on

Form 8-K filed on January 13,


                         2024).

104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).




*Portions of this exhibit have been omitted in accordance with Item 601(b)(10)
of Regulation S-K because such information (i) is not material and (ii) would be
competitively harmful if publicly disclosed.

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