Marchex executive equity grants: RSUs and stock options disclosed

Rhea-AI Filing Summary

Marchex (MCHX) filed a Form 4 reporting equity awards to its President & Chief Revenue Officer effective October 16, 2025. The filing discloses 150,000 restricted stock units, each convertible into one share of Class B Common Stock, vesting in full on the fourth anniversary of the grant date. It also reports stock options for 150,000 shares at an exercise price of $1.81 per share, expiring October 16, 2035, vesting 25% on the first anniversary and the remainder in equal quarterly installments over the next three years.

Insights

Corporate governance analyst

Routine equity compensation: RSUs and options granted, neutral impact.

Marchex disclosed officer equity awards effective October 16, 2025: 150,000 RSUs vesting cliff after four years, and options for 150,000 shares at an exercise price of $1.81 expiring October 16, 2035.

Such grants align incentives but do not, by themselves, change operating performance. Vesting terms are time‑based: 25% after one year, then 6.25% quarterly over three years for the options; RSUs vest in full on the fourth anniversary.

Any dilution depends on future vesting and exercises. Actual impact will reflect the company’s share count and whether options finish in the money at or before expiration.

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
Estimated average burden
hours per response:			0.5

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^*

HARTLESS TROY

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & Chief Rev Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2025

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
Restricted Stock Units	(1)	10/16/2025		A		150,000		(1)	(1)	Class B Common Stock	150,000	$0	150,000	D
Employee Stock Option (right to buy)(2)	$1.81	10/16/2025		A		150,000		(2)	10/16/2035	Class B Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. Restricted stock units award effective October 16, 2025 (the "Grant Date"). Each restricted stock unit represents the right to receive one share of the Corporation's Class B Common Stock upon vesting, which occurs in full on the fourth anniversary of the Grant Date.

2. Stock options award effective October 16, 2025 (the "Grant Date"), with vesting over four years, 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, subject to acceleration of vesting in certain events.

	/s/ Troy Hartless	10/17/2025
	** 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.
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FAQ

What did Marchex (MCHX) disclose in this Form 4?

The company reported officer equity awards effective October 16, 2025: 150,000 RSUs and stock options for 150,000 shares.

What is the exercise price of the Marchex (MCHX) stock options?

The options have an exercise price of $1.81 per share.

How do the Marchex (MCHX) RSUs vest?

The 150,000 RSUs vest in full on the fourth anniversary of the October 16, 2025 grant date.

What is the vesting schedule for the Marchex (MCHX) stock options?

Options vest 25% on the first anniversary, then 6.25% quarterly over the next three years.

When do the Marchex (MCHX) options expire?

The options expire on October 16, 2035.

Who is the reporting person in this Form 4 for Marchex (MCHX)?

An officer serving as President & Chief Revenue Officer reported the transactions.