Marchex (MCHX) awards 6% convertible note tied to Archenia deal
Rhea-AI Filing Summary
Marchex, Inc. chairman and ten percent owner Russell C. Horowitz reported receiving $4,864,865 of 6.0% convertible debt due 2028 in connection with Marchex’s acquisition of privately held Archenia, Inc. The notes were granted on July 1, 2026 under a stock purchase agreement.
The convertible notes bear 6% interest and are payable in three equal tranches on the 12-, 18- and 24-month anniversaries of the closing. They are convertible into up to 2,702,703 shares of Marchex Class B common stock at $1.80 per share. The agreement also entitles Horowitz to receive 972,973 additional shares for each of the first and second 12‑month periods after closing if Archenia meets specified revenue or Adjusted EBITDA thresholds and integration or customer retention targets, with this earn-out right fixed and irrevocable as of the closing date.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
HOROWITZ RUSSELL C
Role
Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | 6.0% Convertible Debt (due 2028) | 0 | $4,864,865.00 | $0.00 |
Holdings After Transaction:
6.0% Convertible Debt (due 2028) — 0 shares (Direct)
Footnotes (1)
- F1. On July 1, 2026 (the "Closing Date"), Marchex, Inc. acquired 100% of the capital stock of privately-held Archenia, Inc. pursuant to a stock purchase agreement ("SPA") where the reporting person acquired $4,864,865 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. The SPA also provides that the reporting person will receive 972,973 additional shares 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. The reporting person's right to receive the additional shares pursuant to this earn-out right became fixed and irrevocable on the Closing Date.
Key Figures
Convertible debt grant: $4,864,865
Interest rate: 6%
Conversion price: $1.80 per share
+4 more
7 metrics
Convertible debt grant
$4,864,865
Principal amount of 6.0% convertible debt granted on July 1, 2026
Interest rate
6%
Annual interest on convertible debt due 2028
Conversion price
$1.80 per share
Price to convert debt into Class B common stock
Underlying shares
2,702,703 shares
Maximum Class B shares issuable upon conversion of the notes
Earn-out shares per period
972,973 shares
Additional shares for each of first two 12-month periods if targets are met
Maturity schedule
3 equal tranches
Principal payable at 12, 18 and 24 months after closing
Debt maturity
2028
Stated due year of the 6.0% convertible notes
Key Terms
6.0% Convertible Debt (due 2028), stock purchase agreement, Class B common stock, Adjusted EBITDA, +1 more
5 terms
6.0% Convertible Debt (due 2028) financial
"acquired $4,864,865 in convertible debt from the issuer. The notes bear interest at 6%, are payable"
stock purchase agreement financial
"acquired 100% of the capital stock of privately-held Archenia, Inc. pursuant to a stock purchase agreement"
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.
Class B common stock financial
"are convertible in whole or in part into shares of the issuer's Class B common stock at $1.80 per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Adjusted EBITDA financial
"to the extent (1) Archenia's revenue or Adjusted EBITDA exceed such amounts for the 12-month period"
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 became fixed and irrevocable"
FAQ
What insider transaction did Marchex (MCHX) report for Russell Horowitz?
Marchex reported that chairman Russell C. Horowitz received $4,864,865 of 6.0% convertible debt due 2028. This grant was part of the consideration structure for Marchex’s acquisition of privately held Archenia, Inc. and is disclosed as an acquisition-type transaction.
What are the key terms of the 6.0% convertible debt granted to the Marchex chairman?
The notes bear 6% interest and mature in 2028, with principal payable in three equal tranches at 12, 18 and 24 months after closing. They are convertible, in whole or in part, into Marchex Class B common stock at a conversion price of $1.80 per share.
Is there an earn-out component tied to the Archenia acquisition for Marchex (MCHX)?
Yes. The stock purchase agreement provides Horowitz with 972,973 additional shares for each of the first and second 12‑month periods after closing, if Archenia surpasses prior-period revenue or Adjusted EBITDA and meets specific integration or customer retention targets linked to the acquisition.
When do the Marchex (MCHX) earn-out rights for Russell Horowitz become fixed?
The footnote states that Horowitz’s right to receive additional shares under the earn-out became fixed and irrevocable on the July 1, 2026 closing date. The actual number of shares delivered still depends on Archenia’s performance against the defined financial and operational targets.
AI-generated analysis. How Rhea-AI works. Not financial advice.
