MARIN SOFTWARE (MRIN) Form 4: 18,744 Shares Cancelled, Equity Wiped Out

Rhea-AI Filing Summary

MARIN SOFTWARE INC (MRIN) director Diena Lee Mann reported a change in beneficial ownership following the companys Chapter 11 plan becoming effective on 09/05/2025. The filing shows a disposition of 18,744 shares of common stock on 09/05/2025 with $0 consideration, leaving the reporting person with 0 shares. The filing explains the Second Amended Combined Disclosure Statement and Plan of Reorganization confirmed 08/29/2025 and effective 09/05/2025 cancelled all outstanding common stock and equity awards; holders are anticipated to receive a pro rata distribution following provision of full recoveries to holders of allowed claims. The filing also notes the reporting persons holdings were adjusted for a 1-for-6 reverse stock split effective 04/12/2024.

Positive

• Plan provides for a pro rata distribution to equity holders after full recoveries to holders of Allowed Claims, indicating a potential recovery mechanism for shareholders
• Form 4 transparently discloses the cancellation and the reporting person's adjusted holdings, including reverse split adjustment

Negative

• All outstanding common stock and equity awards were cancelled under the confirmed Chapter 11 plan, eliminating existing equity interests
• Reporting persons holdings reduced to zero following a reported disposition of 18,744 shares at $0, indicating equity was extinguished rather than monetized in the market
• Distributions to equity are contingent on provision of full recoveries to holders of Allowed Claims, meaning shareholders are subordinated to creditors

Insights

Corporate Governance Expert

TL;DR: Chapter 11 plan cancelled existing equity, removing directors holdings and signaling equity holders will be subordinated to creditor recoveries.

The Form 4 documents a corporate reorganization effecting a full cancellation of common stock and equity awards as of the plan effective date 09/05/2025. The directors reported disposition of 18,744 shares at $0 and resulting zero holdings are consistent with the Plans treatment of equity interests. This is a governance-level outcome: equity holders lose their existing claims and instead are positioned to receive any distributions only after allowed claim recoveries are addressed under the confirmed plan.

Bankruptcy / Restructuring Specialist

TL;DR: The filing confirms plan confirmation and effectiveness that cancels equity; distributions to equity are contingent and subordinated.

The explanatory note cites confirmation on 08/29/2025 and effectiveness on 09/05/2025 of the Second Amended Combined Disclosure Statement and Plan of Reorganization. It explicitly states all outstanding common shares and derivative rights were cancelled and that holders are "anticipated to receive a distribution on a Pro Rata basis" only after provision of full recoveries to holders of Allowed Claims. The Form 4s J(1) disposition at $0 reflects cancellation under the confirmed plan rather than a market sale.

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
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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^*

Mann Diena Lee

(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)		18,744	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).

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/ Diena Lee Mann 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 transaction did MRIN director Diena Lee Mann report on Form 4?

The Form 4 reports a disposition of 18,744 shares on 09/05/2025 at $0, leaving the reporting person with 0 shares.

Why were the shares disposed at $0 in the MRIN Form 4?

The filing explains that under the Issuers confirmed Chapter 11 Plan effective 09/05/2025, all outstanding common stock and equity awards were cancelled and discharged, resulting in the $0 disposition.

Will MRIN shareholders receive anything after the equity cancellation?

The Form 4 states holders "are anticipated to receive a distribution on a Pro Rata basis" following the anticipated provision of full recoveries to holders of Allowed Claims; no amounts or timing are specified in this filing.

When was the plan confirmed and when did it become effective?

The Plan was confirmed by the US Bankruptcy Court on 08/29/2025 and became effective on 09/05/2025, as stated in the Form 4 explanation.

Did the Form 4 reflect any prior corporate actions affecting share counts?

Yes; the reporting persons holdings were adjusted for a 1-for-6 reverse stock split effective 04/12/2024, as noted in the remarks.