Marchex (NASDAQ: MCHX) plans $10M Archenia acquisition with contingent share earn-out

Rhea-AI Filing Summary

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.

Insights

M&A and corporate governance analyst

Marchex structures a related-party acquisition with contingent equity and special committee oversight.

The deal values Archenia at a base $10 million via convertible notes bearing 6% interest, with payment staggered over 24 months and an option to convert principal and interest into Class B stock at $1.80 per share. This shifts initial consideration into debt-like instruments with potential equity settlement.

Earn-out terms allow up to 4 million additional shares over two years if Archenia improves revenue or Adjusted EBITDA over the pre-closing 12‑month period and meets integration and customer retention targets. This ties part of the purchase price directly to post-closing performance, but could increase share issuance.

A special committee of independent directors approved the deal because some sellers are related parties, and it obtained a fairness opinion from Craig-Hallum Capital Group LLC, with DLA Piper LLP (US) as independent counsel. Completion depends on majority approval from disinterested stockholders and other conditions, so future company filings will determine if and when the transaction closes and how much earn-out is ultimately earned.

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

Base consideration: $10 million convertible promissory notes Note interest rate: 6% Note payment schedule: Three equal tranches +5 more

8 metrics

Base consideration $10 million convertible promissory notes Purchase price for 100% of Archenia stock

Note interest rate 6% Interest on convertible promissory notes

Note payment schedule Three equal tranches Paid at 12-, 18- and 24-month anniversaries after closing

Conversion price $1.80 per share Conversion rate into Marchex Class B common stock

Earn-out shares per period 2 million shares Potential issuance for each of first two 12-month periods

Maximum earn-out shares 4 million shares Total potential additional Class B shares over two periods

Stockholder approval threshold Majority of disinterested stockholders Required to complete the transaction

Expected closing timing Early Q3 2026 Company’s expectation for transaction closing

Key Terms

Stock Purchase Agreement, convertible promissory notes, Adjusted EBITDA, Earn-out Consideration, +2 more

6 terms

Stock Purchase Agreement financial

"Marchex, Inc. has entered into a Stock Purchase Agreement (“SPA”) dated May 8, 2026"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

convertible promissory notes financial

"for a base consideration consisting of an aggregate of $10 million in convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

Adjusted EBITDA financial

"to the extent (1) Archenia’s revenue or Adjusted EBITDA exceed such amounts"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Earn-out Consideration financial

"Marchex will issue to the Sellers an aggregate of 2 million shares ... (the "Earn-out Consideration,")"

special committee financial

"A special committee of Marchex’s Board of Directors consisting solely of independent directors"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

fairness opinion financial

"Craig-Hallum Capital Group LLC as financial advisor, which provided a fairness opinion with respect to the Purchase Price"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

Understanding 8-K Material Events →

False000122413300012241332026-05-082026-05-08

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): May 8, 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.)

1448 NW Market St, Suite 500, Seattle, WA		98107
(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. ("Marchex" or the "Company") has entered into a Stock Purchase Agreement (“SPA”) dated May 8, 2026 to acquire 100% of the outstanding shares of capital stock of Archenia, Inc. (the “Transaction”) from the Archenia stockholders (the “Sellers”) for a base consideration consisting of an aggregate of $10 million in convertible promissory notes to be issued to the Sellers (the “Notes”), with interest at 6%, payable in three equal tranches on the 12-, 18- and 24-month anniversaries of the closing date of the Transaction (the “Closing Date”). Principal and interest under the Notes would be convertible in whole or in part into shares of Marchex’s Class B common stock at $1.80 per share. In addition, 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, Marchex will issue to the Sellers an aggregate of 2 million shares of its Class B common stock for each such period (the "Earn-out Consideration," and together with the Notes, the "Purchase Price").

The SPA contains customary representations, warranties and covenants, termination rights, as well as indemnification provisions subject to specified limitations. The completion of the Transaction is subject to certain closing conditions, including the receipt of approval of a majority of the Company’s stockholders disinterested in the Transaction.

A special committee of Marchex’s Board of Directors consisting solely of independent directors (the “Special Committee”) has approved Marchex entering into the SPA because certain of the Sellers are related parties. In considering the SPA, the Special Committee retained Craig-Hallum Capital Group LLC as financial advisor, which provided a fairness opinion with respect to the Purchase Price. DLA Piper LLP (US) served as independent legal counsel to the Special Committee. Subject to receiving the requisite stockholder approval and satisfaction of other closing conditions, the Company expects the Transaction to close early in the third quarter of 2026.

The foregoing description of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the SPA, which will be attached as an exhibit to the Company’ proxy statement.

Additional Information and Where to Find It

In connection with the proposed Transaction described above, the Company intends to file with the SEC a proxy statement and other relevant documents. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed Transaction. Before making any voting decision, the Company’s stockholders are urged to read the proxy statement (including any amendments or supplements thereto) carefully and in its entirety, as well as any other relevant documents filed with the SEC in connection with the proposed Transaction or incorporated by reference therein, when they become available because they will contain important information about the proposed Transaction and the parties to the proposed Transaction. Investors and stockholders will be able to obtain a copy of the proxy statement and other documents filed by the Company with the SEC (when available) free of charge at the SEC’s website, www.sec.gov, and the Company’s website, www.marchex.com.

Certain Information Regarding Participants

The Company and its directors and executive officers and employees may be deemed to be participants in the solicitation of proxies from the holders of the Company’s Class B common stock in respect of the proposed Transaction. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 17, 2026, and the proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 4, 2025. Additional information regarding potential participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant documents to be filed by the Company with the SEC in respect of the proposed Transaction when they become available.

Forward-Looking Statements

Certain statements included above contain forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included herein regarding the entering the SPA, its terms, and consummation of the Transaction, the satisfaction of the thresholds for the contingent consideration contemplated by the SPA, and the Company’s strategy, future operations, future financial position, future revenues, other financial guidance, acquisitions, dispositions, projected costs, prospects, plans and objectives of management are forward-looking statements. The Company may not actually achieve the

plans, intentions, or expectations disclosed in its forward-looking statements and you should not place undue reliance on such statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in such statements due to a number of important factors, including but not limited to product demand, order cancellations and delays, competition, changes in business strategy or development plans, and general economic and business conditions. These factors are described in greater detail in the “Risk Factors” section of the Company’s most recent periodic report or registration statement filed with the SEC. All of the information provided herein is as of May 12, 2026 and the Company undertakes no duty to update the information provided herein.

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: May 12, 2026	By:	/s/ FRANCIS J. FEENEY
	Name:	Francis J. Feeney
	Title:	Corporate Secretary

FAQ

What acquisition did Marchex (MCHX) announce in this 8-K filing?

Marchex announced a Stock Purchase Agreement to acquire 100% of Archenia, Inc. The deal uses convertible promissory notes and potential share-based earn-out, subject to stockholder approval and standard closing conditions, to expand Marchex’s business through this wholly owned acquisition.

How much is Marchex paying to acquire Archenia, and in what form?

Marchex agreed to a base consideration of $10 million in convertible promissory notes. These notes bear 6% interest, are payable in three equal tranches over 12, 18 and 24 months after closing, and can convert into Class B common stock at $1.80 per share.

What are the earn-out terms in the Marchex (MCHX) and Archenia transaction?

Marchex may issue 2 million Class B shares for each of the first two 12‑month periods after closing. Earn-out is triggered if Archenia’s revenue or Adjusted EBITDA exceed prior‑period levels and specific integration or customer retention targets are met, for up to 4 million shares total.

Why did Marchex form a special committee for the Archenia acquisition?

A special committee of independent directors was formed because certain Archenia sellers are related parties. The committee reviewed and approved the deal, hired Craig-Hallum Capital Group LLC for a fairness opinion on the purchase price, and engaged DLA Piper LLP (US) as independent legal counsel.

What approvals are required before Marchex can close the Archenia acquisition?

Closing requires several conditions, including approval by a majority of Marchex stockholders disinterested in the transaction. The company expects closing early in the third quarter of 2026, assuming stockholder approval and satisfaction of the other specified closing conditions in the Stock Purchase Agreement.

How can Marchex (MCHX) stockholders access information about the proposed Archenia deal?

Marchex plans to file a proxy statement and related documents with the SEC. Stockholders can obtain these materials free at the SEC’s website, www.sec.gov, and on Marchex’s website, www.marchex.com, once available, to review detailed terms and voting information for the proposed transaction.

Filing Exhibits & Attachments

1 document

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