MCHX Form 4: CFO receives 125,000 RSUs and 125,000 options

Rhea-AI Filing Summary

Marchex (MCHX) reported insider equity awards for its Chief Financial Officer dated 10/16/2025. The filing shows 125,000 restricted stock units tied to Class B Common Stock, which vest in full on the fourth anniversary of the grant date. It also lists 125,000 stock options with a $1.81 exercise price, expiring on 10/16/2035. The options vest 25% on the first anniversary, then quarterly over the following three years in equal 6.25% increments.

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

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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^*

Nagle Brian

(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)
	Chief Financial 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		125,000		(1)	(1)	Class B Common Stock	125,000	$0	125,000	D
Employee Stock Option (right to buy)(2)	$1.81	10/16/2025		A		125,000		(2)	10/16/2035	Class B Common Stock	125,000	$0	125,000	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/ Brian Nagle	10/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Grants to the CFO dated 10/16/2025: 125,000 RSUs and 125,000 stock options tied to Class B Common Stock.

What are the vesting terms for the RSUs granted to the MCHX CFO?

The 125,000 RSUs vest in full on the fourth anniversary of the 10/16/2025 grant date.

What are the vesting terms for the options granted to the MCHX CFO?

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

What is the exercise price and expiration for the options?

Exercise price is $1.81 per share; options expire on 10/16/2035.

Which class of shares underlies the awards?

Both the RSUs and options relate to Class B Common Stock of Marchex.

How many securities were granted in total in this Form 4?

The filing lists 125,000 RSUs and 125,000 options to the CFO.