MRIN Form 4: Director Holdings Reduced to Zero After Bankruptcy Plan

Rhea-AI Filing Summary

Marin Software insider holdings cancelled under confirmed Chapter 11 plan; reporting director's equity reduced to zero. The filing shows L. Gordon Crovitz, a director, reported transactions dated 09/05/2025 under which 31,653 shares of common stock and several director stock options were disposed of with a reported price of $0, resulting in 0 shares beneficially owned after the transactions.

The Explanation states the issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization was confirmed by the US Bankruptcy Court on 08/29/25 and became effective 09/05/25, and that all outstanding common stock and equity awards were cancelled and holders are anticipated to receive a pro rata distribution following payment of allowed claims. The filing also notes the options were fully vested and that holdings were adjusted for a 1-for-6 reverse split effective 04/12/2024.

Positive

• None.

Negative

• All outstanding common stock and equity awards were cancelled under the confirmed Chapter 11 Plan effective 09/05/2025
• Reporting person's beneficial ownership reduced to 0 shares after reported dispositions (31,653 shares disposed; price reported $0)
• Director stock options reported as disposed (multiple option tranches shown with $0 proceeds) indicating prior equity interests extinguished
• Corporate reorganization confirmed by bankruptcy court (confirmation date 08/29/2025; plan effective 09/05/2025), which materially alters pre‑petition shareholder claims

Insights

Financial Analyst

TL;DR: Chapter 11 plan cancelled all equity and left insider with zero stock/options; this is materially negative for shareholders.

The Form 4 documents a corporate reorganization where the confirmed plan cancelled all common stock and equity awards effective 09/05/2025. The reporting director's 31,653 shares and multiple options were reported as disposed with $0 proceeds and result in zero beneficial ownership. From a capital-structure perspective, cancellation of equity in a bankruptcy reorganization typically means pre‑petition equity holders are subordinated to creditors and may receive a limited pro rata distribution; this is a material adverse outcome for existing shareholders. The adjustment for the 1-for-6 reverse split is administrative and secondary to the primary restructuring outcome.

Corporate Governance Expert

TL;DR: Governance outcome: director remains identified but prior equity interests were extinguished under the confirmed plan, altering stakeholder rights.

The filing confirms that under the issuer's confirmed Chapter 11 plan (effective 09/05/2025) all outstanding shares and options were cancelled and holders are to receive distributions on a pro rata basis after allowed claims are satisfied. The Form 4 also records that the reported options were fully vested prior to cancellation. This is a significant governance event because it changes the legal rights of equity holders and nullifies prior equity-based incentives unless the reorganized entity grants new awards.

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^*

CROVITZ L GORDON

(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)

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

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)		31,653	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
Director Stock Option (right to buy)	$90.3	09/05/2025		J(1)			1,428	(2)	05/09/2026	Common Stock	1,428	$0	0	D
Director Stock Option (right to buy)	$67.2	09/05/2025		J(1)			1,428	(2)	05/07/2027	Common Stock	1,428	$0	0	D
Director Stock Option (right to buy)	$39.6	09/05/2025		J(1)			1,428	(2)	04/11/2028	Common Stock	1,428	$0	0	D
Director Stock Option (right to buy)	$24	09/05/2025		J(1)			2,816	(2)	05/12/2029	Common Stock	2,816	$0	0	D

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).

2. The options are fully vested.

Remarks:

The Reporting Person's holdings have been adjusted to reflect the 1-for-6 reverse stock split of the Issuer's common stock that became effective on April 12, 2024.

	/s/ L. Gordon Crovitz by Robert Bertz, Attorney-in-Fact	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the Form 4 filed for MRIN on 09/05/2025 report?

The Form 4 reports that director L. Gordon Crovitz had 31,653 shares and several director options reported as disposed on 09/05/2025, resulting in 0 shares beneficially owned after the transactions.

Why were the shares and options reported as disposed with $0 proceeds?

The Explanation states the issuer's confirmed Chapter 11 Plan cancelled all outstanding common stock and equity awards effective 09/05/2025, and holders are anticipated to receive a pro rata distribution following payment of allowed claims.

When did the bankruptcy plan become effective?

The Plan was confirmed by the US Bankruptcy Court on 08/29/2025 and became effective on 09/05/2025.

Were the reported options vested before cancellation?

Yes. The filing explicitly states the options are fully vested prior to their cancellation under the Plan.

Was there any stock split adjustment noted in the filing?

Yes. The reporting person's holdings were adjusted to reflect a 1-for-6 reverse stock split effective 04/12/2024.