STOCK TITAN

Marchex (MCHX) vice chairman granted 50,000 stock options at $1.64

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marchex Inc. reported an insider equity award for Vice Chairman and director Michael A. Arends. On December 16, 2025, he received an employee stock option granting the right to buy 50,000 shares of Class B common stock at an exercise price of $1.64 per share, expiring on December 16, 2035. The filing states that 50% of these options vest on December 16, 2026 and the remaining 50% on December 16, 2027, assuming continued service on the board during that period. All of the options will vest in full upon a defined Change of Control under his option agreement.

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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*
ARENDS MICHAEL A

(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
X Officer (give title below) Other (specify below)
Vice Chairman
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/ Michael A. Arends 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) disclose in this Form 4?

Marchex disclosed that Vice Chairman and director Michael A. Arends received an employee stock option to purchase 50,000 shares of Class B common stock.

What are the key terms of the Marchex (MCHX) stock options granted on December 16, 2025?

The options allow the holder to buy 50,000 shares of Class B common stock at an exercise price of $1.64 per share and expire on December 16, 2035.

How do the newly granted Marchex (MCHX) options vest for the reporting person?

The filing states that 50% of the options vest on December 16, 2026 and the remaining 50% vest on December 16, 2027, assuming continued service on the board.

Is there accelerated vesting on the Marchex (MCHX) options if control of the company changes?

Yes. The document notes that all of the options will vest in full upon a Change of Control as defined in the reporting person's option agreement.

What role does the reporting person hold at Marchex (MCHX)?

The reporting person is identified as a Director and Officer, serving as Vice Chairman of Marchex Inc.

What type of security underlies the Marchex (MCHX) derivative grant?

The derivative security is an employee stock option (right to buy), and it is exercisable for Class B common stock of Marchex Inc.

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