Marchex (NASDAQ: MCHX) awards new RSU grants to top executives

Rhea-AI Filing Summary

Marchex, Inc. approved new restricted stock unit grants for three senior executives as part of its annual compensation review. On February 17, 2026, Troy Hartless received 128,205 RSUs, Francis Feeney received 96,153 RSUs, and Brian Nagle received 56,089 RSUs.

Each RSU converts into one share of Class B Common Stock and vests in full on the first anniversary of the grant date, aligning these executives’ compensation with future company performance over the next year under the 2021 Stock Incentive Plan.

8-K Event Classification

2 items: 1.01, 5.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

Marchex, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-50658	35-2194038
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 5th Ave, Suite 1300, Seattle, Washington		98101
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 331-3300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock		MCHX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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

On February 17, 2026 (the “Grant Date”), the Compensation Committee of the Board of Directors of Marchex, Inc. (the “Corporation”), pursuant to its annual review of compensation matters, approved restricted stock units (“RSUs”) grants under the Corporation’s 2021 Stock Incentive Plan of 128,205 RSUs to Troy Hartless, Marchex’s President & Chief Revenue Officer; 96,153 RSUs to Francis Feeney, Marchex’s Chief Operating Officer, Chief Legal Officer, & Corporate Secretary; and 56,089 RSUs to Brian Nagle, Marchex’s Chief Financial Officer. Each RSU represents the right to receive one share of the Corporation’s Class B Common Stock upon vesting, which will occur in full on the first anniversary of the Grant Date.

Pursuant to the requirements of the Securities Exchange Act of 1934, Marchex has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARCHEX, INC.
Date: February 18, 2026	By:	/s/ FRANCIS J. FEENEY
	Name:	Francis J. Feeney
	Title:	Corporate Secretary

FAQ

What executive RSU grants did Marchex (MCHX) approve on February 17, 2026?

Marchex approved new RSU grants for three senior executives on February 17, 2026. Troy Hartless received 128,205 RSUs, Francis Feeney received 96,153 RSUs, and Brian Nagle received 56,089 RSUs, all under the company’s 2021 Stock Incentive Plan.

How do the new Marchex (MCHX) RSU grants vest for executives?

Each restricted stock unit granted to the executives vests in full on the first anniversary of the February 17, 2026 grant date. Upon vesting, each RSU entitles the holder to receive one share of Marchex’s Class B Common Stock, linking value directly to future share performance.

Which Marchex (MCHX) executives received RSUs and in what roles do they serve?

The RSUs were granted to three key leaders at Marchex. Troy Hartless is President and Chief Revenue Officer, Francis Feeney is Chief Operating Officer, Chief Legal Officer, and Corporate Secretary, and Brian Nagle is Chief Financial Officer, reflecting their central roles in company operations.

Under which equity plan were the new Marchex (MCHX) RSUs granted?

The restricted stock units were granted under Marchex’s 2021 Stock Incentive Plan. This plan provides equity-based awards such as RSUs to align management compensation with shareholder interests by tying a portion of executive pay to the value of Class B Common Stock.

What class of stock will Marchex (MCHX) executives receive from these RSUs?

Each restricted stock unit granted to the executives represents the right to receive one share of Marchex’s Class B Common Stock upon vesting. This is the same Class B Common Stock listed and traded on The Nasdaq Global Select Market under the symbol MCHX.

Was the RSU grant part of Marchex’s (MCHX) regular compensation review?

Yes. The RSU grants were approved by the Compensation Committee of Marchex’s Board as part of its annual review of compensation matters. This indicates these equity awards are structured within the company’s regular executive compensation framework rather than a one-time special grant.

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