Marchex (MCHX) Proxy filing summary

Executive summary

• Entered into a Stock Purchase Agreement to acquire 100% of Archenia, Inc. for $10 million in convertible promissory notes, with additional earn-out consideration based on performance targets.

• Notes bear 6% interest, payable in three equal tranches over 24 months, and are convertible into Class B common stock at $1.80 per share.

• Earn-out consideration includes up to 4 million additional shares if Archenia meets revenue, EBITDA, and integration or retention targets in the first two years post-closing.

• Transaction expected to close early in the third quarter of 2026, subject to stockholder approval and other closing conditions.

• Forward-looking statements caution that actual results may differ due to various business and economic risks.

Voting matters and shareholder proposals

• Completion of the acquisition is subject to approval by a majority of disinterested stockholders.

• A proxy statement will be filed with the SEC, and stockholders are urged to review it before voting.

Board of directors and corporate governance

• A special committee of independent directors reviewed and approved the transaction due to related party involvement.

• The special committee retained independent financial and legal advisors to assess the fairness of the deal.