MRIN Form 4: Director’s Shares and Options Cancelled Under Reorganization Plan

Rhea-AI Filing Summary

MARIN SOFTWARE INC (MRIN) disclosed on a Form 4 that, pursuant to the issuer's confirmed Chapter 11 reorganization plan, effective 09/05/2025, all outstanding shares of common stock and all options, warrants and rights to acquire common stock were cancelled and discharged. The filing shows the reporting person, a director, disposed of 33,815 shares of common stock and relinquished derivative holdings of 1,240, 1,428 and 2,816 options (exercise prices $48.30, $39.60 and $24.00 respectively), leaving 0 shares and 0 derivative securities beneficially owned following the transactions. The options were noted as fully vested and the filing reflects a prior 1-for-6 reverse stock split adjustment.

Positive

• None.

Negative

• All outstanding shares and equity awards were cancelled and discharged under the confirmed Chapter 11 Plan effective 09/05/2025
• Reporting person’s beneficial ownership reduced to 0 for both common stock and derivative securities following the transactions
• Options fully vested but cancelled, with dispositions of 1,240, 1,428 and 2,816 option rights at $48.30, $39.60 and $24.00 strikes
• Equity recoveries are contingent on anticipated pro rata distributions only after full recoveries to holders of Allowed Claims per the Plan

Insights

Corporate Governance Expert

TL;DR: Chapter 11 plan cancelled all equity and options; equity holders to receive a pro rata distribution after satisfaction of allowed claims.

The Form 4 documents a plan-confirmation outcome that materially alters equity ownership: common stock and all equity awards were cancelled and discharged under the confirmed plan effective 09/05/2025. The filing explicitly states holders are anticipated to receive a distribution on a pro rata basis only after full recoveries to all holders of Allowed Claims, indicating equity claims were subordinated to creditor recoveries under the Plan. The reporting person, listed as a director, shows zero post-transaction beneficial ownership and options that had been fully vested were cancelled. This is a governance-level outcome that extinguishes prior equity interests and resets stakeholder remedies to the bankruptcy distribution process.

Financial Analyst

TL;DR: Insider holdings reduced to zero via bankruptcy plan; former equity converted to anticipated pro rata distributions contingent on claim recoveries.

The transaction entries show disposal of 33,815 common shares and disposition of 5,484 option rights across three strike prices ($48.30, $39.60, $24.00). Post-transaction beneficial ownership is recorded as zero for both common stock and derivatives. The explanatory note ties these disposals to the issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization confirmed 08/29/2025 and effective 09/05/2025. The Form 4 provides direct evidence that prior equity and option positions no longer exist as equity instruments and that any recoveries to former holders depend on the prioritized distribution schedule in the confirmed Plan.

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^*

Kinion Brian K

(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)		33,815	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)	$48.3	09/05/2025		J(1)			1,240	(2)	08/14/2028	Common Stock	1,240	$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/ Brian K. Kinion 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed by the director of MARIN SOFTWARE (MRIN) report?

The Form 4 reported that, pursuant to the confirmed bankruptcy Plan effective 09/05/2025, all common stock and equity awards were cancelled and the reporting person now beneficially owns 0 shares and 0 derivatives.

How many common shares and options did the reporting person dispose of on 09/05/2025?

The filing shows disposal of 33,815 common shares and disposition of 1,240, 1,428, and 2,816 option rights (total 5,484 options).

Were the options held by the reporting person vested before cancellation?

Yes. The Form 4 states that the options were fully vested prior to their cancellation under the Plan.

What does the explanatory note say about recoveries to equity holders?

The explanatory note states holders of cancelled equity interests are anticipated to receive a distribution on a pro rata basis following the anticipated provision of full recoveries to all holders of Allowed Claims under the confirmed Plan.

When was the issuer’s reorganization plan confirmed and when did it become effective?

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