Marchex to Acquire Archenia for $10M in Convertible Notes

Marchex, Inc. has entered into a Stock Purchase Agreement to acquire 100% of Archenia, Inc. for a base consideration of $10 million in 6% convertible promissory notes. These notes are payable in three equal tranches over 24 months and are convertible into Marchex's Class B common stock at $1.80 per share. Additionally, the agreement includes potential earn-out consideration of 2 million Class B shares for each of the first two 12-month periods, contingent on Archenia achieving specific revenue, Adjusted EBITDA, integration, and customer retention targets. The transaction, approved by a special committee of independent directors, is subject to majority stockholder approval and is expected to close early in the third quarter of 2026.