MCHX · Marchex Inc

On July 1, 2026 (the "Closing Date"), Marchex, Inc. acquired 100% of the capital stock of privately-held Archenia, Inc. pursuant to a stock purchase agreement ("SPA") where the reporting person acquired $4,864,865 in convertible debt from the issuer. The notes bear interest at 6%, are payable in three equal tranches on the 12-, 18- and 24-month anniversaries, and are convertible in whole or in part into shares of the issuer's Class B common stock at $1.80 per share. The SPA also provides that the reporting person will receive 972,973 additional shares for each of the first and second 12-month periods following the Closing Date, to the extent (1) Archenia's revenue or Adjusted EBITDA exceed such amounts for the 12-month period prior to the Closing Date, and (2) Archenia achieves certain specified integration or customer retention targets. The reporting person's right to receive the additional shares pursuant to this earn-out right became fixed and irrevocable on the Closing Date.

On July 1, 2026 (the "Closing Date"), Marchex, Inc. acquired 100% of the capital stock of privately-held Archenia, Inc. pursuant to a stock purchase agreement ("SPA") where the reporting person acquired $4,144,144 in convertible debt from the issuer. The notes bear interest at 6%, are payable in three equal tranches on the 12-, 18- and 24-month anniversaries, and are convertible in whole or in part into shares of the issuer's Class B common stock at $1.80 per share. The SPA also provides that the reporting person will receive 828,829 additional shares for each of the first and second 12-month periods following the Closing Date, to the extent (1) Archenia's revenue or Adjusted EBITDA exceed such amounts for the 12-month period prior to the Closing Date, and (2) Archenia achieves certain specified integration or customer retention targets. The reporting person's right to receive the additional shares pursuant to this earn-out right became fixed and irrevocable on the Closing Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective February 17, 2026 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective February 17, 2026 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective February 17, 2026 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Option grant effective on the Grant Date with 50% of such options vesting on December 16, 2026 and December 16, 2027, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on December 16, 2026 and December 16, 2027, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on December 16, 2026 and December 16, 2027, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on December 16, 2026 and December 16, 2027, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on December 16, 2026 and December 16, 2027, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Stock options award effective October 16, 2025 (the "Grant Date"), with vesting over four years, 25% of the total option shares vesting on the first anniversary of the Grant Date and the remainder vesting quarterly thereafter over the next three (3) year period in equal increments of 6.25% of the aggregate amount of such shares, subject to acceleration of vesting in certain events.

Restricted stock units award effective October 16, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the fourth anniversary of the Grant Date.

Restricted stock units award effective October 16, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the fourth anniversary of the Grant Date.

Stock options award effective October 16, 2025 (the "Grant Date"), with vesting over four years, 25% of the total option shares vesting on the first anniversary of the Grant Date and the remainder vesting quarterly thereafter over the next three (3) year period in equal increments of 6.25% of the aggregate amount of such shares, subject to acceleration of vesting in certain events.

Restricted stock units award effective October 16, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the fourth anniversary of the Grant Date.

Stock options award effective October 16, 2025 (the "Grant Date"), with vesting over four years, 25% of the total option shares vesting on the first anniversary of the Grant Date and the remainder vesting quarterly thereafter over the next three (3) year period in equal increments of 6.25% of the aggregate amount of such shares, subject to acceleration of vesting in certain events.

These securities are held in the account of a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

These securities are held in the account of a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

These securities are held in the account of a private fund managed by Edenbrook Capital, LLC and may be deemed to be beneficially owned by Edenbrook Capital, LLC by virtue of its role as the investment manager of such private fund. In addition, Jonathan Brolin may be deemed to be a beneficial owner of such securities by virtue of his role as managing member of Edenbrook Capital, LLC.

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Restricted stock units award effective March 20, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the first anniversary of the Grant Date.

Option grant effective on the Grant Date with 50% of such options vesting on January 2, 2026 and January 2, 2027, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was a purchase of shares from an institutional investor in Marchex.

The purchase reported in this Form 4 was a purchase of shares from an institutional investor in Marchex.

Option grant effective on the Grant Date with 50% of such options vesting on November 6, 2025 and November 6, 2026, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on November 6, 2025 and November 6, 2026, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on November 6, 2025 and November 6, 2026, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on November 6, 2025 and November 6, 2026, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

Option grant effective on the Grant Date with 50% of such options vesting on November 6, 2025 and November 6, 2026, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

This transaction involved a gift of securities by the reporting person to an immediate family member.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

The purchase reported in this Form 4 was effective pursuant to a Rule 10b5-1(c) purchase plan adopted by the reporting person on November 15, 2023.

Stock option award effective July 26, 2024 (the "Grant Date"), with vesting over four years, 25% of the total option shares vesting on the first anniversary of the Grant Date and the remainder vesting quarterly thereafter over the next three (3) year period in equal increments of 6.25% of the aggregate amount of such shares, subject to acceleration of vesting in certain events.