Stock-Based Compensation | Stock-Based Compensation Included within cost of revenue, sales and marketing, and general and administrative expenses are total stock-based compensation expenses as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cost of revenue $ 688 $ 438 $ 2,379 $ 1,496 Sales and marketing 711 514 2,519 1,655 General and administrative 2,176 1,201 6,058 4,039 Total stock based-compensation expense $ 3,575 $ 2,153 $ 10,956 $ 7,190 Total stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 includes expenses related to our MarketWise, Inc. 2021 Incentive Award Plan (the “2021 Incentive Award Plan”) our 2021 Employee Stock Purchase Plan (“ESPP”), and profits interests as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 2021 Incentive Award Plan $ 2,848 $ 2,086 $ 10,037 $ 6,828 Employee Stock Purchase Plan 84 67 276 362 Profits interests 643 — 643 — Total stock-based compensation expense $ 3,575 $ 2,153 $ 10,956 $ 7,190 2021 Incentive Award Plan As of September 30, 2023, The Company has reserved a total of 33,960,802 shares of MarketWise Class A common stock for issuance pursuant to the 2021 Incentive Award Plan. During the nine months ended September 30, 2023, we granted 5,098,818 restricted stock units (“RSUs”) and 715,000 fully vested shares of Class A common stock to certain employees and service providers in aggregate under our 2021 Incentive Award Plan. For employees and service providers, both RSUs and stock appreciation rights (“SARs”) are primarily time-based and typically vest ratably over four years, as specified in the individual grant notices. The RSUs may entitle the recipients to dividend equivalents if approved by the Plan Administrator, which are subject to the same vesting terms and accumulate during the vesting period. Upon vesting, the RSU holder will be issued a corresponding number of the Company’s Class A common stock. The SARs will be settled in the Company’s Class A common stock upon exercise. The shares to be issued upon exercise of a SAR will have a total market value equal to the SAR value calculated as (x) number of shares underlying such SAR, multiplied by (y) any excess of the Company’s share value on the date of exercise over the exercise price set in each individual grant notice. The fair value of the RSU is the same as the Company’s share price on the date of grant. The fair value of the SARs was determined using a Black-Scholes model. The activities of the RSUs and SARs and the related weighted average grant-date fair value of the respective share classes, including granted, exercised and forfeited, from January 1, 2023 to September 30, 2023, are summarized as follows: RSUs SARs Units Weighted-Average Grant Date Fair Value Units Weighted-Average Grant Date Fair Value Outstanding at January 1, 2023 6,261,543 $ 3.45 1,747,473 $ 4.05 Granted 5,098,818 1.79 — — Exercised or vested (2,259,892) 3.28 — — Forfeited (604,232) 2.94 (92,885) 4.05 Outstanding at September 30, 2023 8,496,237 $ 2.53 1,654,588 $ 4.05 Exercisable at September 30, 2023 — $ — 829,619 $ 4.05 The stock compensation expense related to the RSU and SAR grants was $2,848 and $2,086 for the three months ended September 30, 2023 and 2022, respectively, and $8,893 and $6,828 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, 829,619 of the SARs were exercisable and they have a remaining contractual term of 8.0 years. For the fully vested shares, during the nine months ended September 30, 2023, we issued 417,684 shares of Class A common stock after withholding for taxes, resulting in compensation expense of $1,144 . Employee Stock Purchase Plan As of September 30, 2023, The Company has reserved for issuance a total of 6,728,300 shares of Class A common stock for the ESPP. The most recent offering period began on July 1, 2023 and ends on December 31, 2023. As of September 30, 2023, $230 has been withheld on behalf of employees for the December 31, 2023 purchase date. The Company recognized $84 and $67 of stock-based compensation expense related to the ESPP during the three months ended September 30, 2023 and 2022, respectively, and $276 and $362 for the nine months ended September 30, 2023 and 2022, respectively. On each purchase date, eligible employees may purchase the shares at a price per share equal to 85% of the lesser of the fair market value of the Company’s Class A common stock on (1) the first trading day of the offering period, or (2) the last trading day of the offering period. The Company issued 231,165 shares of Class A common stock for $332,184 related to employee purchases under the ESPP during the nine months ended September 30, 2023 . Profits Interests During the three months ended September 30, 2023, the Company granted fully vested profits interests in a subsidiary of the Company to an employee. The profits interests are accounted for under ASC 718, Compensation—Stock Compensation, and are classified as liability awards , which requires that the awards be remeasured to fair value at the end of each reporting period until the liability is settled. The Company recognized $643 of stock-based compensation expense related to the profits interests during the three months ended September 30, 2023. |