Marchex, Inc. filings document the regulatory record for a Delaware operating company that provides AI-based conversational intelligence and analytics solutions. Its disclosures cover operating and financial results, material agreements, capital-structure matters, governance actions, legal proceedings, and risk factors tied to its conversational analytics business.
Recent filings include Form 8-K material-event reports, proxy materials for annual meeting matters, and compensation disclosures involving cash awards, restricted stock units, stock options, and the 2021 Stock Incentive Plan. The filings also describe the company's Class A and Class B common stock voting structure, board and stockholder voting matters, lease-related agreements and impairments, and settlement documentation for civil litigation.
Marchex, Inc. reported routine governance actions from its 2025 annual meeting and updated director compensation. On December 16, 2025, the Compensation Committee granted 50,000 stock options to each director under the 2021 Stock Incentive Plan, with an exercise price equal to the Class B common stock closing price that day. These options vest over two years, half on each of the first and second anniversaries of the grant date, and fully upon a Change in Control as defined in the plan. Independent directors will also receive $7,500 in cash per quarter for board service.
At the annual meeting, stockholders re-elected all director nominees. Marchex’s Class A shares carry 25 votes per share and Class B shares carry one vote per share, voting together as a single class on all matters unless law requires otherwise. Stockholders also approved the ratification of the company’s independent registered public accounting firm with 152,299,333 votes for, a small number of votes against or abstaining, and no broker non-votes.
Marchex Inc (MCHX) director receives new stock option grant. A company director was granted an employee stock option to buy 50,000 shares of Marchex Class B Common Stock at an exercise price of $1.64 per share, effective December 16, 2025. The option expires on December 16, 2035.
According to the vesting terms, 50% of the options vest on December 16, 2026 and the remaining 50% vest on December 16, 2027, assuming the director continues to serve on the Board through those dates. All of the options vest in full upon a Change of Control as defined in the director’s option agreement.
Marchex Inc. reported that one of its directors received an employee stock option grant for 50,000 shares of Class B common stock. The option has an exercise price of $1.64 per share and expires on December 16, 2035, and is held as a direct ownership position.
The grant was effective on December 16, 2025. Half of the options vest on December 16, 2026 and the remaining half on December 16, 2027, assuming the director continues service on the board through those dates. All of the options will vest in full upon a Change of Control, as defined in the director’s option agreement.
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.
Marchex Inc director reports new stock option grant. A board member of Marchex Inc (MCHX) filed details of an equity award dated December 16, 2025. The filing shows an employee stock option to buy 50,000 shares of Class B common stock at an exercise price of $1.64 per share, expiring on December 16, 2035.
According to the disclosure, 50% of the options vest on December 16, 2026 and the remaining 50% vest on December 16, 2027, assuming the director continues serving on the board through those dates. All of the options vest in full upon a Change of Control as defined in the director’s option agreement.
Marchex Inc. disclosed that its chairman, who is also a director and 10% owner, received an employee stock option grant. On 12/16/2025, this insider was granted options to buy 50,000 shares of Class B common stock at an exercise price of $1.64 per share, expiring on 12/16/2035. Half of the options vest on December 16, 2026 and the remaining half on December 16, 2027, assuming continued service on the board. All of the options will vest in full upon a Change of Control as defined in the option agreement.
Marchex, Inc. reported softer results for Q3 2025 as revenue fell to $11.5 million from $12.6 million a year ago, reflecting lower call volumes, customer consolidations, migration effects, and macro headwinds. The quarter posted a net loss of $1.0 million (loss per share $0.02), compared with a $0.8 million loss in Q3 2024. Year to date, revenue was $34.6 million with a net loss of $2.9 million.
Operating expenses eased in product development but rose in general and administrative costs, including higher stock-based compensation, which totaled $0.9 million in Q3. Cash and equivalents were $10.3 million at September 30, 2025, down from $12.8 million at year-end; operating cash flow used was $1.5 million for the nine months. A domain asset sale generated a $0.6 million gain. Customer concentration remained notable: one customer represented 11% of Q3 revenue and 21% of receivables, with an independent dealer network at 15% of receivables. The 2025 share repurchase program (up to 3,000,000 Class B shares) had no buybacks. Subsequent to quarter-end, Marchex signed an agreement in principle to acquire Archenia via a $10 million 6% convertible note at $1.80 per share, subject to a definitive agreement and approval by disinterested stockholders, with closing anticipated in the first half of 2026.
Marchex, Inc. announced an Agreement in Principle to acquire 100% of Archenia, Inc. The consideration is a $10 million convertible promissory note at 6%, payable in three equal tranches on the 12, 18, and 24‑month anniversaries of the closing date. Principal and interest may convert into Class B common stock at $1.80 per share.
The agreement also includes potential contingent equity: for each of the first and second 12‑month periods after closing, if Archenia meets revenue and Adjusted EBITDA thresholds to be set in the definitive agreement, Marchex would issue 2 million shares for each such period.
A special committee of independent directors approved entering the AIP due to related‑party sellers. Next steps include negotiating a definitive agreement, obtaining Archenia audited financials and a fairness opinion, and securing approval by a majority of disinterested stockholders. If approved and executed, closing is anticipated in the first half of 2026. Separately, Marchex furnished its Q3 2025 earnings release as Exhibit 99.1.
Marchex, Inc. scheduled its 2025 Annual Meeting for December 16, 2025 at 11:00 AM PT at 1200 5th Ave., Suite 1300, Seattle, WA. Stockholders will vote on two items: electing five directors for a one-year term and ratifying RSM US LLP as independent auditor for the fiscal year ending December 31, 2025. The Board recommends voting FOR both proposals.
The record date is October 21, 2025. On that date, 4,660,927 Class A shares (25 votes per share) and 39,245,334 Class B shares (1 vote per share) were outstanding and will vote together as a single class. Russell Horowitz beneficially owns all Class A shares and additional Class B shares, representing 75.7% voting power. Notable Class B holders include Edenbrook Capital with 14,561,905 shares.
RSM audit fees were $439,900 for 2024 and $328,790 for 2023. Stockholders can access materials and vote via the Internet, telephone, or by mail upon request for printed copies.