Marchex (MCHX) director granted 50,000 Class B stock options

Rhea-AI Filing Summary

Marchex Inc. reported that one of its directors received an employee stock option grant for 50,000 shares of Class B common stock. The option has an exercise price of $1.64 per share and expires on December 16, 2035, and is held as a direct ownership position.

The grant was effective on December 16, 2025. Half of the options vest on December 16, 2026 and the remaining half on December 16, 2027, assuming the director continues service on the board through those dates. All of the options will vest in full upon a Change of Control, as defined in the director’s option agreement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CLINE DENNIS

(Last) (First) (Middle)

1200 5TH AVE

SUITE 1300

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARCHEX INC [ MCHX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$1.64	12/16/2025		A		50,000		(1)	12/16/2035	Class B Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. Option grant effective on the Grant Date with 50% of such options vesting on December 16, 2026 and December 16, 2027, respectively, assuming continued service on the Board for such period and with vesting in full of all such options upon a Change of Control (as defined in such reporting person's option agreement).

	/s/ Dennis Cline	12/17/2025
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What insider transaction did Marchex (MCHX) report in this Form 4?

Marchex reported that a director received an employee stock option grant for 50,000 shares of Class B common stock at an exercise price of $1.64 per share.

What are the key terms of the Marchex (MCHX) director stock option grant?

The option covers 50,000 shares of Class B common stock with an exercise price of $1.64 per share, was granted effective December 16, 2025, and expires on December 16, 2035.

How do the Marchex (MCHX) director options vest?

According to the filing, 50% of the options vest on December 16, 2026 and the remaining 50% vest on December 16, 2027, assuming continued service on the board through those dates.

Is there accelerated vesting for the Marchex (MCHX) director stock options?

Yes. The filing states that all such options will vest in full upon a Change of Control, as defined in the director’s option agreement.

What type of security underlies the Marchex (MCHX) director stock options?

The options are an employee stock option (right to buy) that is exercisable into Class B common stock, with 50,000 underlying shares.

How many derivative securities does the Marchex (MCHX) director own after this grant?

Following the reported transaction, the director beneficially owns 50,000 derivative securities in the form of stock options held as direct ownership.