Marchex (MCHX) Proxy filing summary

Executive summary

• Report covers Q1 2026 financial results and provides updates on the proposed acquisition of Archenia, Inc.

• Q1 2026 GAAP revenue was $10.6 million, down from $11.4 million in Q1 2025; net loss narrowed to $1.7 million from $2.0 million.

• Adjusted EBITDA loss improved to $0.1 million from $0.8 million loss in Q1 2025; excluding reorganization and acquisition costs, Adjusted EBITDA would be a $0.6 million gain.

• Management anticipates sequential revenue and Adjusted EBITDA growth in Q2 and Q3 2026, with potential annualized Adjusted EBITDA run rate of $10 million or more if the Archenia transaction closes.

• AI-driven product launches and collaboration with Archenia are expected to drive new revenue opportunities and operational efficiency.

Voting matters and shareholder proposals

• A proxy statement will be filed for shareholder approval of the Archenia acquisition, requiring a majority of disinterested stockholders.

• The board urges shareholders to review the proxy statement and related materials before voting.

Board of directors and corporate governance

• A special committee of independent directors approved the Archenia Stock Purchase Agreement due to related party involvement.

• The special committee retained independent financial and legal advisors to evaluate the transaction and provide a fairness opinion.