Marchex, Inc. 8-K Filings

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. 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.

Marchex, Inc. entered into a Sublease Agreement with RentSpree, Inc. for its 12,300 square foot office space at 1200 5th Avenue, Suite 1300, Seattle, Washington. The term runs from May 1, 2026 through September 28, 2027.

RentSpree will pay fixed monthly rent over the term totaling approximately $337,000, with an initial rate of $19.25 per square foot, increasing after 12 months to $19.50 per square foot. In connection with this sublease, Marchex determined that the carrying value of its right‑of‑use asset for the space exceeds its estimated fair value and will record a noncash impairment charge of approximately $203,000 in its consolidated statement of operations for the quarter ending March 31, 2026.

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.

Marchex, Inc. reported lower 2025 results but highlighted improving underlying profitability and a planned AI-focused acquisition. GAAP revenue was $10.8 million in Q4 2025 versus $11.9 million a year earlier, with full-year 2025 revenue of $45.4 million versus $48.1 million. Net loss was $2.3 million in Q4 2025 and $5.2 million for 2025, slightly wider than 2024. However, adjusted EBITDA was a loss of $0.7 million for 2025, and excluding $2.6 million of reorganization and acquisition-related costs, management indicates adjusted EBITDA would have been a $1.9 million gain.

For 2026, Marchex anticipates Q1 revenue roughly in line with Q4 2025 and adjusted EBITDA of at least $500,000, rising to more than $1 million in Q2 as revenue grows sequentially. Management targets 2026 revenue run-rate growth of about 10% from 2025 year-end levels and adjusted EBITDA margins of 10% or more. Marchex also updated progress on its proposed acquisition of Archenia, Inc., which estimates more than $17 million of 2025 revenue with positive adjusted EBITDA, and projects the potential combined company could reach approximately $60 million in annualized revenue in 2026 with 15–20% growth.

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.

Marchex, Inc. approved annual cash bonuses for its senior executives for fiscal year 2025. The Compensation Committee granted a $200,000 bonus to President and Chief Revenue Officer Troy Hartless, $150,000 to Chief Operating Officer, Chief Legal Officer, and Corporate Secretary Francis Feeney, and $40,000 to Chief Financial Officer Brian Nagle.

Marchex, Inc. reported routine governance actions from its 2025 annual meeting and updated director compensation. On December 16, 2025, the Compensation Committee granted 50,000 stock options to each director under the 2021 Stock Incentive Plan, with an exercise price equal to the Class B common stock closing price that day. These options vest over two years, half on each of the first and second anniversaries of the grant date, and fully upon a Change in Control as defined in the plan. Independent directors will also receive $7,500 in cash per quarter for board service.

At the annual meeting, stockholders re-elected all director nominees. Marchex’s Class A shares carry 25 votes per share and Class B shares carry one vote per share, voting together as a single class on all matters unless law requires otherwise. Stockholders also approved the ratification of the company’s independent registered public accounting firm with 152,299,333 votes for, a small number of votes against or abstaining, and no broker non-votes.

Marchex, Inc. announced an Agreement in Principle to acquire 100% of Archenia, Inc. The consideration is a $10 million convertible promissory note at 6%, payable in three equal tranches on the 12, 18, and 24‑month anniversaries of the closing date. Principal and interest may convert into Class B common stock at $1.80 per share.

The agreement also includes potential contingent equity: for each of the first and second 12‑month periods after closing, if Archenia meets revenue and Adjusted EBITDA thresholds to be set in the definitive agreement, Marchex would issue 2 million shares for each such period.

A special committee of independent directors approved entering the AIP due to related‑party sellers. Next steps include negotiating a definitive agreement, obtaining Archenia audited financials and a fairness opinion, and securing approval by a majority of disinterested stockholders. If approved and executed, closing is anticipated in the first half of 2026. Separately, Marchex furnished its Q3 2025 earnings release as Exhibit 99.1.

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.

Marchex, Inc. reported a major leadership transition. Edwin A. Miller resigned as Chief Executive Officer effective September 11, 2025, and will serve for one year as a consultant to the company’s Chairman, providing general advisory services for $150,000 in annual compensation and remaining eligible for his 2025 annual cash performance bonus.

Effective September 15, 2025, Troy Hartless was appointed President while continuing as Chief Revenue Officer, and Francis J. Feeney was appointed Chief Operating Officer while continuing as Chief Legal Officer. Brian Nagle was appointed Chief Financial Officer, moving up from Senior Vice President, Controller. Hartless and Feeney will serve as Co-Principal Executive Officers for SEC reporting purposes. The company states there were no changes in compensation for Hartless, Feeney, or Nagle in connection with these appointments and discloses no related-party transactions or family relationships.

Marchex, Inc. announced it is issuing an earnings release and holding a conference call to report results for the quarter ended June 30, 2025. The full earnings release is furnished as Exhibit 99.1 to the Current Report. The company discloses it will present both GAAP and non-GAAP financial measures; the release includes reconciliations and definitions explaining why management believes the non-GAAP measures are useful to investors. The 8-K furnishes this information rather than treating it as formally "filed" under the Exchange Act.