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.

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	--

Holdings After Transaction: 6.0% Convertible Debt (due 2028) — 0 shares (Direct, null)

Footnotes (1)

1. [object Object]

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"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:20 PM Accepted by SEC EDGAR 07/01/2026 - 04:20 PM Learn about SEC filing dates

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^*

HOROWITZ RUSSELL C

(Last) (First) (Middle)

1448 NW MARKET ST

SUITE 500

(Street)

SEATTLE WASHINGTON 98107

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

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

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

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
6.0% Convertible Debt (due 2028)(1)	$1.8	07/01/2026		A		$4,864,865		07/01/2026	07/01/2028	Class B Common Stock	2,702,703	$4,864,865	$4,864,865	D

Explanation of Responses:

1. 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.

	/s/ Russell C. Horowitz	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

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.

How many Marchex (MCHX) shares are underlying Russell Horowitz’s convertible notes?

The 6.0% convertible debt is initially convertible into up to 2,702,703 shares of Marchex Class B common stock. This figure reflects the number of underlying shares at the stated conversion price of $1.80 per share in the insider transaction disclosure.

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.

How is the 6.0% convertible debt related to Marchex’s purchase of Archenia?

Marchex acquired 100% of Archenia, Inc.’s capital stock under a stock purchase agreement. As part of this transaction, Horowitz received $4,864,865 in 6.0% convertible notes from Marchex and an associated earn-out right to receive additional Class B shares based on Archenia’s post-closing performance.