MARIN SOFTWARE Insider: Shares Cancelled Under Chapter 11 Plan; CFO Holds 0

Rhea-AI Filing Summary

Insider reported complete loss of equity following a bankruptcy restructuring. The reporting person, the issuer's Chief Financial Officer, reported the disposition of 17,294 shares of the issuer's common stock with a reported price of $0, leaving zero shares beneficially owned after the transaction. The filing explains this stems from the issuer's confirmed Chapter 11 plan under which all outstanding common stock and rights to acquire common stock were canceled and discharged, and former equity holders are expected to receive a pro rata distribution only after full recoveries are provided to holders of allowed claims.

Insights

Financial Analyst

TL;DR: Insider no longer holds equity after a Chapter 11 plan canceled all shares; this is materially negative for equity holders.

The Form 4 shows an officer disposed of 17,294 common shares at a reported price of $0, with zero shares held post-transaction. The attached explanation attributes the change to a court-confirmed reorganization plan that cancels all outstanding common stock and equity awards and contemplates a pro rata distribution to former equity holders only after senior claimants are satisfied. For public equity stakeholders, cancellation of common stock under a bankruptcy plan is a material, value-destroying event for existing shares.

Corporate Governance Expert

TL;DR: Corporate control events in bankruptcy led to extinguishment of equity; reporting appropriately discloses the resulting zero ownership.

The disclosure is concise and ties the insider's change in ownership directly to the issuer's confirmed reorganization plan. It notes cancellation of all shares and of equity awards, and that distributions to former holders are subject to recovery provisions for allowed claims. From a governance perspective, this is a definitive restructuring outcome that ends prior equity interests and shifts recoveries to the bankruptcy distribution process.

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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X

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^*

Bertz Robert

(Last) (First) (Middle)

C/O MARIN SOFTWARE INCORPORATED

149 NEW MONTGOMERY STREET, 4TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARIN SOFTWARE INC [ MRIN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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
Common Stock	09/05/2025		J(1)		17,294	D	$0	0	D

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

Explanation of Responses:

1. Pursuant to the Issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), which was confirmed by the US Bankruptcy Court for the District of Delaware on 8/29/25 & became effective on 9/5/25, all outstanding shares of Issuer common stock (including shares of common stock issuable under equity awards granted under the Issuer's equity incentive plans) & all other options, warrants and rights to acquire common stock, have been cancelled & discharged, & holders of such equity interests are anticipated to receive a distribution on a Pro Rata basis on account thereof, following the anticipated provision of full recoveries to all Holders of Allowed Claims (all such capitalized terms shall have the meanings ascribed to them as set forth in the Plan filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on 9/5/25).

	/s/ Robert Bertz	09/08/2025
	** 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).
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FAQ

What change in ownership did the MRIN insider report?

The issuer's CFO reported the disposition of 17,294 shares of common stock and holds 0 shares following the transaction.

Why were the insider's shares reported as disposed at a price of $0 for MRIN?

The filing states all outstanding common stock and rights to acquire common stock were cancelled and discharged under the issuer's confirmed Chapter 11 reorganization plan.

Does the Form 4 explain whether former equity holders will receive anything?

Yes. The document says former equity holders are anticipated to receive a pro rata distribution on account of their cancelled equity, subject to full recoveries to holders of allowed claims.

What is the reporting person's role at MRIN?

The reporting person is identified as the issuer's Chief Financial Officer (CFO).

Did the Form 4 link the ownership change to a court action?

Yes. The explanation references a confirmed reorganization plan under Chapter 11 that resulted in cancellation of equity.