MARCHEX INC SEC Filings

Russell C. Horowitz, founder and chairman of Marchex, Inc., filed a Schedule 13D reporting beneficial ownership of 8,813,485 shares of Marchex Class B common stock, or 18.5% of the class, based on shares outstanding as of April 10, 2026.

This total includes Class A common shares convertible into Class B, stock options, and shares issuable upon conversion of $4.9 million of convertible promissory notes acquired on July 1, 2026. Those notes are initially convertible into 2,702,703 shares at $1.80 per share, issued as consideration in Marchex’s stock purchase of Archenia, Inc.

Marchex, Inc. chairman and ten percent owner Russell C. Horowitz reported receiving $4,864,865 of 6.0% convertible debt due 2028 in connection with Marchex’s acquisition of privately held Archenia, Inc. The notes were granted on July 1, 2026 under a stock purchase agreement.

The convertible notes bear 6% interest and are payable in three equal tranches on the 12-, 18- and 24-month anniversaries of the closing. They are convertible into up to 2,702,703 shares of Marchex Class B common stock at $1.80 per share. The agreement also entitles Horowitz to receive 972,973 additional shares for each of the first and second 12‑month periods after closing if Archenia meets specified revenue or Adjusted EBITDA thresholds and integration or customer retention targets, with this earn-out right fixed and irrevocable as of the closing date.

Marchex, Inc. reported that vice chairman Michael A. Arends acquired $4,144,144 of 6.0% convertible debt due 2028 from the company in connection with Marchex’s purchase of 100% of Archenia, Inc.

The notes pay 6% interest in three equal principal tranches on the 12-, 18- and 24‑month anniversaries of the July 1, 2026 closing. They are convertible, in whole or in part, into Class B common stock at $1.80 per share, covering 2,302,302 underlying shares.

The stock purchase agreement also grants Arends an earn-out right to receive up to 828,829 additional shares for each of the first and second 12‑month periods after closing if Archenia’s revenue or Adjusted EBITDA exceed prior‑period levels and it meets specified integration or customer retention targets. The right to receive these additional shares became fixed and irrevocable on the closing date.

Marchex, Inc. completed its acquisition of Archenia, Inc., a performance-based marketing technology company that uses AI, natural-language analytics and automated decisioning to deliver high-intent consumer interactions to advertisers.

As consideration, Marchex issued an aggregate of $10 million in convertible promissory notes to the sellers, including its Chairman and Vice Chairman. The Notes bear 6% interest, are payable in three equal tranches on the 12-, 18- and 24‑month anniversaries of the closing, and are convertible into Class B common stock at $1.80 per share.

Marchex may also issue up to 4 million Class B shares in earn-out consideration, in two blocks of 2 million shares each, if Archenia exceeds prior‑year revenue or Adjusted EBITDA and meets specified integration and customer retention targets in each of the first two 12‑month periods after closing. Stockholders strongly approved the transaction, with approximately 99.9% support under both required vote standards.

Marchex, Inc. is asking holders to approve a proposed acquisition of Archenia, Inc. at a Special Meeting on July 1, 2026.

The Purchase Price consists of an aggregate $10,000,000 in convertible promissory notes bearing 6% interest (convertible into Class B shares at $1.80 per share) and potential Earn-out Consideration of 2,000,000 shares of Class B common stock for each of the first and second 12-month performance periods following closing. The Sellers include Chairman Russell C. Horowitz and Vice Chairman Michael Arends; a Special Committee of independent directors negotiated the Transaction and the Board unanimously recommends approval.

Stockholder approval requires (a) a majority of voting power of all issued and outstanding Class A and Class B shares and (b) a Majority of the Minority Vote disregarding shares owned by Horowitz and Arends; on the record date there were 4,660,927 Class A shares and 39,660,339 Class B shares outstanding.

Marchex, Inc. is asking stockholders to approve its acquisition of Archenia, Inc., with consideration including $10.0 million in convertible promissory notes and potential 2,000,000 Class B shares per 12‑month performance period as earn‑outs.

The notes bear 6% interest, pay in three tranches at 12/18/24 months and are convertible at $1.80 per Class B share; earn‑out issuances depend on revenue or Adjusted EBITDA and specified integration or customer retention targets. Closing is conditioned on stockholder approval (including a Majority of the Minority Vote) and other closing conditions.

Marchex, Inc. reported a smaller loss while revenue declined for the quarter ended March 31, 2026. Revenue was $10.6 million, down from $11.4 million a year earlier, and net loss narrowed to $1.7 million, or $0.04 per share for both Class A and B.

Cash and cash equivalents were $9.0 million, with total assets of $38.5 million and stockholders’ equity of $28.9 million. Operating cash outflow improved to $0.5 million from $2.6 million as working-capital swings moderated.

The company recorded a $0.2 million impairment tied to subleasing its Seattle headquarters and finalized a $2.1 million settlement related to the Telmetrics acquisition, payable through 2027. Marchex also signed a stock purchase agreement to acquire Archenia, Inc. for $10.0 million in 6% convertible notes plus up to 4.0 million Class B earnout shares, subject to approval by disinterested stockholders.

Marchex, Inc. reported first quarter 2026 results and outlined plans to acquire Archenia, Inc. Revenue was $10.6 million, down from $11.4 million a year earlier. Net loss narrowed to $1.7 million or $(0.04) per diluted share, versus a $2.0 million loss or $(0.05) per share in 2025.

Adjusted EBITDA was a loss of $0.1 million, improving from a $0.8 million loss; excluding $0.7 million of reorganization and acquisition costs, Adjusted EBITDA would have been a $0.6 million gain. For Q2 2026, Marchex anticipates sequential revenue growth and projects Adjusted EBITDA of $1.6–$1.8 million, with potential to reach about $2 million in Q3 on a stand-alone basis and $2.5 million with Archenia.

Marchex entered a Stock Purchase Agreement to acquire 100% of Archenia, a performance-based, AI-driven customer acquisition company, subject to approval by a majority of disinterested stockholders and other closing conditions. Marchex estimates the combined business could reach an annualized revenue run rate of about $60 million with Adjusted EBITDA margins of 10% or more in 2026.

Marchex, Inc. has signed a Stock Purchase Agreement to acquire 100% of Archenia, Inc. for a base consideration of $10 million in convertible promissory notes. The notes carry 6% interest, are payable in three equal tranches over 12, 18 and 24 months after closing, and are convertible into Class B common stock at $1.80 per share.

Marchex may also issue up to 4 million additional Class B shares as earn-out consideration, with 2 million shares potentially issuable for each of the first two 12‑month periods after closing if Archenia exceeds prior‑period revenue or Adjusted EBITDA and meets integration and customer retention targets. The transaction requires approval by a majority of disinterested stockholders and other closing conditions, and was approved by a special committee of independent directors, which obtained a fairness opinion on the purchase price.