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Marchex president Travis Fairchild holds 244,426 shares

The agreement provides for 198,198 additional shares in each of the first two 12-month periods, subject to financial and integration or customer-retention targets.

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Form Type
3

Rhea-AI Filing Summary

On November 9, 2026, Marchex Inc. President Travis Fairchild reported direct holdings of 244,426 Class B common shares, options covering 60,000 shares at $4.27 expiring March 7, 2029, and convertible debt plus accrued interest convertible into 558,809 Class B shares at $1.80. The debt carries 6% interest; its $990,991 principal is payable in three equal tranches on the 12-, 18- and 24-month anniversaries of July 1, 2026, and $14,865 in accrued interest had accumulated.

Insider Fairchild Travis
Role President
Type Security Shares Price Value
Holding Employee Stock Option (right to buy) -- -- --
Holding 6.0% Convertible Debt (due 2028) & Accrued Interest F1 -- -- --
Holding Class B Common Stock -- -- --
Holdings: Employee Stock Option (right to buy) — 60,000 options (Direct); 6.0% Convertible Debt (due 2028) & Accrued Interest — 558,809 (Direct); Class B Common Stock — 244,426 shares (Direct)
Footnotes (1)
  1. F1. On July 1, 2026 (the "Closing Date"), Marchex, Inc. acquired 100% of the capital stock of Archenia, Inc. pursuant to a stock purchase agreement ("SPA") where Fairchild acquired $990,991 in convertible debt from the issuer. The notes bear interest at 6%, are payable in three equal tranches on the 12-, 18-, and 24-month anniversaries, and are convertible in whole or in part into shares of the issuer's Class B common stock at $1.80 per share. There has been $14,865 in accrued interest to Fairchild thus far. The SPA also provides Fairchild will receive 198,198 additional shares for each of the first and second 12-month periods following 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. The right to receive the additional shares pursuant to this earn-out right became fixed and irrevocable on the Closing Date.
Direct Class B common shares 244,426 shares Reported November 9, 2026
Option underlying shares 60,000 shares Options expiring March 7, 2029
Option exercise price $4.27 per share Employee stock options
Convertible debt underlying shares 558,809 shares Class B common shares
Conversion price $1.80 per share Convertible debt and accrued interest
Convertible debt principal $990,991 Payable in three equal tranches on the 12-, 18- and 24-month anniversaries of July 1, 2026
Accrued interest $14,865 Accrued to Fairchild as reported
Interest rate 6% Convertible debt
convertible debt financial
"Fairchild acquired $990,991 in convertible debt"
A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.
Adjusted EBITDA financial
"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 right financial
"right to receive the additional shares pursuant to this earn-out right"
accrued interest financial
"$14,865 in accrued interest to Fairchild thus far"
Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MCHX shares and equity-linked securities did Travis Fairchild report?

Travis Fairchild reported 244,426 directly held Class B common shares. He also reported options covering 60,000 Class B shares and convertible debt plus accrued interest convertible into 558,809 Class B shares.

What are the terms of Travis Fairchild's MCHX convertible debt?

The convertible debt carries 6% interest and converts at $1.80 per Class B share. Its $990,991 principal is payable in three equal tranches on the 12-, 18- and 24-month anniversaries of July 1, 2026; $14,865 in accrued interest had accumulated.

What additional shares could Travis Fairchild receive under the MCHX agreement?

The agreement provides for 198,198 additional shares for each of the first and second 12-month periods after July 1, 2026, if Archenia's revenue or Adjusted EBITDA exceeds the prior 12-month period and specified integration or customer-retention targets are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Fairchild Travis

(Last)(First)(Middle)
1448 NW MARKET ST
SUITE 500

(Street)
SEATTLE WASHINGTON 98107

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2026
3. Issuer Name and Ticker or Trading Symbol
MARCHEX INC [ MCHX ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock244,426D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)03/07/202303/07/2029Class B Common Stock60,000$4.27D
6.0% Convertible Debt (due 2028) & Accrued Interest(1)07/01/202607/01/2028Class B Common Stock558,809$1.8D
Explanation of Responses:
1. On July 1, 2026 (the "Closing Date"), Marchex, Inc. acquired 100% of the capital stock of Archenia, Inc. pursuant to a stock purchase agreement ("SPA") where Fairchild acquired $990,991 in convertible debt from the issuer. The notes bear interest at 6%, are payable in three equal tranches on the 12-, 18-, and 24-month anniversaries, and are convertible in whole or in part into shares of the issuer's Class B common stock at $1.80 per share. There has been $14,865 in accrued interest to Fairchild thus far. The SPA also provides Fairchild will receive 198,198 additional shares for each of the first and second 12-month periods following 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. The right to receive the additional shares pursuant to this earn-out right became fixed and irrevocable on the Closing Date.
Remarks:
Exhibit List: Exhibit 24 (Power of Attorney)
/s/ Travis Fairchild11/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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