MRIN Form 4: Chapter 11 Plan Cancels Stock; Director's Holdings Reduced to Zero

Rhea-AI Filing Summary

MARIN SOFTWARE INC (MRIN) Form 4 filed by director Donald P. Hutchison reports transactions tied to the company’s Chapter 11 reorganization plan that became effective on 09/05/2025. The filing shows 31,653 shares of common stock disposed and cancellation of outstanding equity and equity-linked instruments under the confirmed plan. Several director stock options (totaling 6,100 underlying shares) are shown with transactions on 09/05/2025 and the filing records 0 shares beneficially owned following these transactions. The filing states the plan cancels all outstanding common stock and related rights and anticipates a pro rata distribution to holders after full recoveries to allowed creditors. Options listed were fully vested.

Positive

• None.

Negative

• All outstanding common stock and equity awards cancelled under the confirmed Chapter 11 plan effective 09/05/2025.
• Reporting person disposed of 31,653 common shares and derivative option transactions covering 6,100 underlying shares, resulting in 0 shares beneficially owned post-transaction.
• Former equity holders will only receive a pro rata distribution after full recoveries to holders of allowed claims, indicating creditors are prioritized.

Insights

Corporate Governance Expert

TL;DR: The Chapter 11 plan cancelled equity and leaves directors with no reported beneficial stock ownership after the transactions.

The Form 4 documents that the confirmed reorganization plan effective 09/05/2025 cancelled all outstanding common stock and related equity awards, and the reporting director's position reflects disposal of 31,653 common shares and derivative option transactions covering 6,100 underlying shares, leaving 0 shares beneficially owned. From a governance standpoint, the cancellation of equity is material because it extinguishes existing shareholder claims and resets capital structure under the plan. The filing notes recipients are anticipated to receive a pro rata distribution only after full recoveries to holders of allowed claims, which prioritizes creditor recoveries over former equity holders.

Restructuring / Bankruptcy Specialist

TL;DR: The report reflects implementation of the confirmed Chapter 11 plan that effects a debt/ equity reorganization and cancels prior equity interests.

The explanation states the Second Amended Combined Disclosure Statement and Plan of Reorganization, confirmed 08/29/2025 and effective 09/05/2025, cancelled all outstanding common shares and options, warrants and rights to acquire common stock. The Form 4 records transactions (code J) on 09/05/2025 that adjust holdings to zero and notes distributions to former equityholders will be on a pro rata basis only after allowed claim recoveries. The filing also confirms the listed options were fully vested prior to cancellation. This is a dispositive restructuring event for existing equity holders.

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^*

Hutchison Donald P.

(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/ Donald P. Hutchison 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 Donald P. Hutchison report on the Form 4 for MRIN?

The Form 4 reports dispositions on 09/05/2025 of 31,653 common shares and transactions in director stock options covering 6,100 underlying shares, leaving 0 shares beneficially owned.

Why were MRIN shares and options cancelled according to the filing?

The filing states the issuer's Second Amended Plan of Reorganization under Chapter 11 was confirmed and became effective on 09/05/2025, which cancels all outstanding common stock and equity awards.

Will former MRIN equity holders receive any recovery?

The Form 4 states holders of cancelled equity are anticipated to receive a pro rata distribution on account of those interests following provision of full recoveries to all holders of allowed claims.

Are the director's options exercisable or vested?

The filing explicitly states the listed director options are fully vested, although they are shown as cancelled/disposed under the plan.

When did the reorganization plan become effective?

The plan was confirmed by the US Bankruptcy Court on 08/29/2025 and became effective on 09/05/2025, per the Form 4 explanation.