[8-K] MARCHEX INC Reports Material Event

Rhea-AI Filing Summary

Marchex, Inc. updated executive compensation and approved new equity awards. The Compensation Committee set annual base salaries at $400,000 for Troy Hartless (President & Chief Revenue Officer), $375,000 for Francis Feeney (Chief Operating Officer & Chief Legal Officer), and $275,000 for Brian Nagle (Chief Financial Officer), effective on the October 16, 2025 grant date.

The committee granted stock options of 150,000 to each of Hartless and Feeney and 125,000 to Nagle under the 2021 Stock Incentive Plan. Options vest over four years: 25% on the first anniversary of the grant date, then quarterly in equal 6.25% increments over the next three years, with an exercise price equal to the closing price on the grant date. It also granted RSUs of 150,000 to Hartless and Feeney and 125,000 to Nagle, each vesting in full on the fourth anniversary.

For Nagle, the company aligned employment terms with other executives. Upon certain terminations following a change in control, he is eligible for a lump sum equal to 12 months of base salary, prior-year earned bonus (capped at 100% of salary), and 12 months of COBRA. Death or disability provides 18 months of COBRA, and specified events trigger full vesting of unvested equity.

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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): October 16, 2025

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 October 16, 2025 (the “Grant Date”), the Compensation Committee of the Board of Directors of Marchex, Inc. (the “Compensation Committee”), pursuant to its review of compensation for executive officers of the Corporation, approved updated annual base salaries of $400,000 for Troy Hartless, Marchex’s President and Chief Revenue Officer; $375,000 for Francis Feeney, Marchex’s Chief Operating Officer and Chief Legal Officer; and $275,000 for Brian Nagle, Marchex’s Chief Financial Officer. In addition, the Compensation Committee approved stock option grants under the Corporation’s 2021 Stock Incentive Plan (the “Plan”) of 150,000 options to each of Hartless and Feeney, and 125,000 options to Nagle. Such options will vest over four years, with 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. All such options shall have an exercise price being the closing price of the Corporation’s Class B common stock on the Grant Date, and shall be an incentive stock option to the extent permitted by the IRS Code and otherwise a nonqualified stock option. In addition, the Compensation Committee also approved restricted stock units (“RSUs”) grants under the Plan of 150,000 RSUs to each of Hartless and Feeney, and 125,000 RSUs to Nagle. Each RSU represents the right to receive one share of the Corporation’s Class B Common Stock upon vesting, and such RSUs will vest in full on the fourth annual anniversary of the Grant Date.

On the Grant Date, the Company also updated the following employment terms for Nagle, consistent with the terms for Hartless and Feeney. In the event that Nagle is terminated by the Company without “Cause” (as such term is defined in the Company’s standard form Executive Officer offer letter as previously disclosed), or by Nagle for “Good Reason” (defined as material diminution in duties, reduction in annual salary or target bonus from prior year, or relocation of place of performance of duties by more than 50 miles) following the occurrence of a “Change in Control” (as defined in the Plan), Nagle will receive a lump sum payment equal to twelve months of base salary plus the amount of any earned bonus for the prior calendar year (such bonus amount capped at 100% of such officer’s then annual salary), and twelve months of COBRA benefits. In the event of termination of employment due to death or disability, Nagle or his estate will receive eighteen months of COBRA benefits. In the event of a Change in Control, termination by the Company of Nagle without “Cause,” or termination by Nagle due to death or disability prior to a Change in Control, 100% of any and all unvested time-based and performance options, restricted stock, and RSUs held by Nagle shall become immediately vested.

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: October 17, 2025	By:	/s/ FRANCIS J. FEENEY
	Name:	Francis J. Feeney
	Title:	Secretary

FAQ

What executive salary changes did MCHX approve?

Marchex set annual base salaries at $400,000 for Troy Hartless, $375,000 for Francis Feeney, and $275,000 for Brian Nagle as of October 16, 2025.

What stock option grants did MCHX executives receive?

Hartless and Feeney each received 150,000 options; Nagle received 125,000 options. Options vest 25% after one year, then quarterly at 6.25% over three years.

What RSU awards did MCHX grant to executives?

Hartless and Feeney each received 150,000 RSUs; Nagle received 125,000 RSUs. Each RSU vests in full on the fourth anniversary of the grant date.

What is the exercise price for the new options at MCHX?

The exercise price equals the closing price of Marchex Class B common stock on the October 16, 2025 grant date.

What are Brian Nagle’s severance terms at MCHX?

If terminated without cause or for good reason after a change in control, Nagle receives 12 months of base salary, prior-year earned bonus (capped at 100% of salary), and 12 months of COBRA.

When do MCHX equity awards accelerate for Nagle?

Upon a change in control, certain terminations, or death/disability before a change in control, 100% of Nagle’s unvested options, restricted stock, and RSUs vest immediately.