Marchex (MCHX) signs $2M settlement agreement resolving Barnard-McEvenue suit

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Marchex, Inc. entered into a Settlement Agreement to resolve the civil action Chris Barnard and Sinc McEvenue v. Marchex, Inc. previously disclosed in its 2025 Form 10-K. The agreement covers the expected settlement amount already accrued in the 2025 consolidated financial statements.

Under the agreement, Marchex will pay $750,000 and allow the release of $250,000 held in escrow on or before May 14, 2026, followed by payments of $500,000 on November 16, 2026 and May 17, 2027, resolving all claims related to this matter.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

Key Figures

Initial cash payment: $750,000 Escrow release: $250,000 Second installment: $500,000 +1 more

4 metrics

Initial cash payment $750,000 Due on or before May 14, 2026 under Settlement Agreement

Escrow release $250,000 Held by U.S. Bank, to be released on or before May 14, 2026

Second installment $500,000 Payment due November 16, 2026 under Settlement Agreement

Third installment $500,000 Payment due May 17, 2027 under Settlement Agreement

Key Terms

Settlement Agreement, material definitive agreement, expense accrual, escrow

4 terms

Settlement Agreement legal

"On April 14, 2026, the Company entered into a Settlement Agreement (the “Agreement”) with respect to this civil action"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

expense accrual financial

"accordingly recorded an expense accrual in its 2025 Consolidated Financial Statements for the expected settlement amount."

escrow financial

"and agree to the release of $250,000 held in escrow by U.S. Bank"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

Understanding 8-K Material Events →

04/15/2026 - 04:15 PM

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): April 14, 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.

Marchex, Inc. (the “Company”) previously reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) that the Company had determined that a settlement of the civil action captioned Chris Barnard and Sinc McEvenue v. Marchex, Inc., C.A. No. 1:22-cv-01382-RGA, pending in the United States District Court for the District of Delaware, was probable and accordingly recorded an expense accrual in its 2025 Consolidated Financial Statements for the expected settlement amount. On April 14, 2026, the Company entered into a Settlement Agreement (the “Agreement”) with respect to this civil action for such expected settlement amount, which resolves all claims related to this matter. Pursuant to the Agreement, the Company will pay $750,000 (and agree to the release of $250,000 held in escrow by U.S. Bank) on or before May 14, 2026, and $500,000 on each of November 16, 2026 and May 17, 2027. See Note 10 of the Notes to Consolidated Financial Statements of the Company in Part II, Item 8 and to Item 3. Legal Proceedings in Part I of the Form 10-K, for further discussion of this matter.

The description of the Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which will be filed as an exhibit to the Company’s next applicable periodic report or registration statement.

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: April 15, 2026	By:	/s/ FRANCIS J. FEENEY
	Name:	Francis J. Feeney
	Title:	Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What legal case did Marchex (MCHX) settle in this 8-K filing?

Marchex settled the civil action Chris Barnard and Sinc McEvenue v. Marchex, Inc., pending in the U.S. District Court for the District of Delaware. The company had previously disclosed this matter and recorded an expense accrual for the expected settlement in its 2025 Form 10-K.

How much will Marchex (MCHX) pay under the Settlement Agreement?

Marchex agreed to a total settlement structured over time: a $750,000 cash payment plus release of $250,000 from escrow on or before May 14, 2026, followed by two additional payments of $500,000 each on November 16, 2026 and May 17, 2027.

When are the Marchex (MCHX) settlement payments due?

Marchex’s settlement payments are scheduled in three stages: a $750,000 payment and release of $250,000 in escrow on or before May 14, 2026, then $500,000 on November 16, 2026, and another $500,000 on May 17, 2027, per the Settlement Agreement.

Was the Marchex (MCHX) settlement already reflected in its financial statements?

Yes. Marchex previously determined the settlement was probable and recorded an expense accrual for the expected settlement amount in its 2025 Consolidated Financial Statements, as disclosed in Note 10 and the legal proceedings section of its 2025 Form 10-K.

Does the Settlement Agreement fully resolve the Marchex (MCHX) lawsuit?

According to the disclosure, the Settlement Agreement resolves all claims related to the civil action. Once the scheduled payments and escrow release occur as agreed, the matter is intended to be fully concluded between the parties involved in the lawsuit.

Where can investors find more details on the Marchex (MCHX) settlement?

Further discussion appears in Note 10 to the 2025 Consolidated Financial Statements and in the legal proceedings section of the 2025 Form 10-K. Marchex also plans to file the full Settlement Agreement as an exhibit to its next applicable periodic report or registration statement.

Filing Exhibits & Attachments

1 document