Marchex (NASDAQ: MCHX) vice chair gets $4.1M notes plus Archenia earn-out

Rhea-AI Filing Summary

Marchex, Inc. reported that vice chairman Michael A. Arends acquired $4,144,144 of 6.0% convertible debt due 2028 from the company in connection with Marchex’s purchase of 100% of Archenia, Inc.

The notes pay 6% interest in three equal principal tranches on the 12-, 18- and 24‑month anniversaries of the July 1, 2026 closing. They are convertible, in whole or in part, into Class B common stock at $1.80 per share, covering 2,302,302 underlying shares.

The stock purchase agreement also grants Arends an earn-out right to receive up to 828,829 additional shares for each of the first and second 12‑month periods after closing if Archenia’s revenue or Adjusted EBITDA exceed prior‑period levels and it meets specified integration or customer retention targets. The right to receive these additional shares became fixed and irrevocable on the closing date.

Insights

Equity analyst

Insider receives acquisition-linked 6% convertible notes with performance-based share earn-out.

Vice chairman Michael A. Arends was granted $4,144,144 of 6.0% convertible debt tied to Marchex’s acquisition of Archenia, Inc.. The notes are payable over three installments and are convertible into Class B common stock at $1.80 per share, corresponding to 2,302,302 underlying shares.

The agreement also includes an earn-out feature of up to 828,829 additional shares in each of the first two 12‑month post‑closing periods if Archenia exceeds prior‑period revenue or Adjusted EBITDA and meets integration or customer retention targets. This structure links insider consideration to acquired-business performance. The filing does not provide broader company financial context, so the overall impact is best viewed as neutral within this single transaction snapshot.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ARENDS MICHAEL A

Role Vice Chairman

Type	Security	Shares	Price	Value
Grant/Award	6.0% Convertible Debt (due 2028)	0	$4,144,144.00	$0.00

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

Footnotes (1)

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 $4,144,144 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 828,829 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.

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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^*

ARENDS MICHAEL A

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice 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		$4,144,144		07/01/2026	07/01/2028	Class B Common Stock	2,302,302	$4,144,144	$4,144,144	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 $4,144,144 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 828,829 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/ Michael A. Arends	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)