MRIN Insider Filing: Shares and Options Cancelled; Pro Rata Distribution Expected

Rhea-AI Filing Summary

MARIN SOFTWARE INC (MRIN) Form 4 summary: The reporting person, Director Daina Middleton, reported transactions dated 09/05/2025 tied to the issuer's Chapter 11 reorganization plan that became effective on that date. Under the confirmed plan, all outstanding common stock and all options, warrants and rights to acquire common stock were cancelled and discharged, and holders are anticipated to receive a pro rata distribution following full recoveries to holders of allowed claims. The Form 4 shows a disposal of 36,315 common shares and the cancellation/disposition of several director stock options (totaling 6,100 underlying shares by count: 1,428+1,428+1,428+2,816). The filing notes the options were fully vested and reflects a 1-for-6 reverse split effective April 12, 2024.

Positive

• Holders are anticipated to receive a pro rata distribution under the confirmed plan (subject to recoveries to allowed claim holders).
• Options were fully vested at the time of cancellation, removing vesting ambiguity for the reporting person.

Negative

• All outstanding common stock and all options, warrants and rights to acquire common stock were cancelled and discharged under the confirmed Chapter 11 plan effective 09/05/2025.
• Reporting person reported disposal of 36,315 common shares and cancellation/disposition of director stock options covering a total of 6,100 underlying shares.
• Equity interests were extinguished, meaning prior ownership and associated rights no longer exist unless distributions are made following creditor recoveries.

Insights

Corporate Governance Expert

TL;DR: Director holdings and equity awards were cancelled under the confirmed bankruptcy plan; holders are slated to receive pro rata distributions.

The Form 4 discloses that the confirmed Chapter 11 plan effective 09/05/2025 cancelled all common stock and equity awards, a material corporate governance outcome that extinguishes existing equity ownership and related governance rights. For insiders, this erases prior equity-based incentives and any associated voting influence tied to those shares. The reporting line items quantify the cancelled positions: 36,315 common shares disposed and director options covering 6,100 underlying shares shown as J(1) transactions tied to the plan implementation. The disclosure that options were fully vested clarifies there were no vesting contingencies preventing the cancellations, which has clear implications for compensation realization and insider equity exposure.

Bankruptcy / Restructuring Specialist

TL;DR: The Form 4 reflects plan confirmation and effectiveness; equity is cancelled and creditors will be prioritized with pro rata distributions to equity if recoveries permit.

The filing explicitly ties all reported cancellations to the issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization confirmed on 08/29/2025 and effective 09/05/2025. This is a dispositive restructuring event: outstanding common stock and rights were cancelled and holders are "anticipated" to receive a pro rata distribution only after full recoveries to holders of allowed claims. The J(1) transaction code and zero-price entries indicate plan-driven cancellations rather than market sales. The adjustment for the 1-for-6 reverse split is noted, confirming prior corporate actions were accounted for in the reported holdings.

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^*

Middleton Daina

(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)		36,315	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/ Daina Middleton 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).
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FAQ

What did the MRIN Form 4 filed by Daina Middleton report on 09/05/2025?

The filing reports that, pursuant to the issuer's confirmed Chapter 11 plan effective 09/05/2025, all outstanding common stock and equity awards were cancelled and holders are anticipated to receive a pro rata distribution following full recoveries to holders of allowed claims.

How many common shares did the reporting person dispose of according to the Form 4?

The Form 4 shows a disposal of 36,315 common shares on 09/05/2025 with a price of $0, reflecting cancellation under the reorganization plan.

What happened to the director stock options held by the reporting person?

Director stock options covering 1,428, 1,428, 1,428, and 2,816 underlying shares (total 6,100) were reported as disposed/cancelled under the plan; each entry shows price $0 and is coded J(1).

Were the options subject to vesting conditions at cancellation?

No; the filing explicitly states that the options are fully vested at the time of cancellation.

Does the Form 4 indicate any company corporate action prior to the bankruptcy transactions?

Yes; the reporting person's holdings were adjusted to reflect a 1-for-6 reverse stock split of common stock effective April 12, 2024.