[Form 4] MARIN SOFTWARE INCORPORATED Insider Trading Activity

Rhea-AI Filing Summary

Wister Wolcott, EVP of Product and Technology at Marin Software (MRIN), reported transactions tied to the company’s Chapter 11 reorganization plan effective 09/05/2025. The filing shows a deemed disposition of 38,806 shares of common stock and 5,476 employee stock options on 09/05/2025 under code J(1), with zero shares or options retained after the transaction. The explanatory note states the court-confirmed plan cancelled all outstanding common stock and equity awards and contemplates a pro rata distribution to holders of canceled interests. The filing also notes the options were fully vested before cancellation.

Positive

• None.

Negative

• All outstanding common stock and equity awards were cancelled under the confirmed Chapter 11 plan effective 09/05/2025.
• Reporting person had deemed dispositions of 38,806 common shares and 5,476 employee stock options on 09/05/2025, resulting in zero beneficial ownership following the transaction.
• Equity interests extinguished as part of bankruptcy, meaning holders will only receive a pro rata distribution after allowed claim recoveries.

Insights

Bankruptcy / Restructuring Specialist

TL;DR: Court-confirmed Chapter 11 plan cancelled all equity and resulted in deemed dispositions on 09/05/2025, extinguishing insider holdings.

The Form 4 documents the operational effect of the confirmed reorganization plan: all common shares and rights to acquire common stock were cancelled and holders are expected to receive a pro rata distribution following priority recoveries to allowed claimants. The filing records deemed dispositions under code J(1) on the effective date, producing zero retained equity for the reporting person. For creditors and former equity holders, this is a terminal equity outcome tied directly to the bankruptcy confirmation rather than voluntary sales.

Corporate Governance / Securities Analyst

TL;DR: Insider reporting reflects compliance and transparency after corporate reorganization; equity positions were extinguished under the confirmed plan.

The report shows the company and its insiders complied with Section 16 reporting by filing a Form 4 documenting the cancellations. The explicit note that options were fully vested clarifies the status of award vesting prior to cancellation. The filings make clear that equity interests ceased to exist as of the plan effective date, which is material for governance and investor recordkeeping but reflects a non-operational change driven by the bankruptcy process.

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
Estimated average burden
hours per response:			0.5

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^*

Walcott Wister

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, PRODUCT AND TECHNOLOGY

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)		38,806	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
Employee Stock Option (right to buy)	$102.9	09/05/2025		J(1)			5,476	(2)	09/06/2026	Common Stock	5,476	$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.

	/s/ Wister Wolcott 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 Wister Wolcott (MRIN) report?

The Form 4 reported deemed dispositions on 09/05/2025 of 38,806 common shares and 5,476 employee stock options under code J(1), leaving zero beneficially owned shares or options.

Why were the shares and options disposed of on 09/05/2025?

The filing states the issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization was confirmed on 08/29/2025 and became effective on 09/05/2025, cancelling all outstanding common stock and equity awards.

Are the employee stock options mentioned vested?

Yes. The Form 4 explicitly states the options are fully vested prior to cancellation.

Will former equity holders receive anything after cancellation?

The filing says holders of cancelled equity interests are anticipated to receive a pro rata distribution on account of those interests following provision of recoveries to holders of allowed claims.

Who signed the Form 4 for the reporting person?

The Form 4 was signed /s/ Wister Wolcott by Robert Bertz, Attorney-in-Fact on 09/08/2025.