MARCHEX INC

Marchex announced an agreement to acquire Archenia, Inc. for $10.0 million in convertible promissory notes, with potential additional stock consideration based on performance. For the first quarter of 2026, the company reported a net loss of $(1.72) million on revenue of $10.62 million, showing an improvement in net loss compared to the prior year. Marchex also finalized a legal settlement for $2.1 million and recognized a $0.2 million lease impairment loss.

Marchex announced its first quarter 2026 financial results, reporting GAAP revenue of $10.6 million and a net loss of $1.7 million, or $(0.04) per diluted share. The company also provided an update on its proposed acquisition of Archenia, stating it entered a Stock Purchase Agreement on May 8, 2026, with an expected closing in July 2026, pending stockholder approval. Marchex anticipates sequential revenue increases and improved Adjusted EBITDA for Q2 and Q3 2026, with the combined company potentially reaching $60 million annualized revenue and 15-20% growth in 2026.

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.

Marchex, Inc. entered into a Sublease Agreement with RentSpree, Inc. for its 12,300 square feet office space in Seattle, Washington, with a term from May 1, 2026, to September 28, 2027. The sublease is expected to generate approximately $337,000 in fixed monthly rent for Marchex. In connection with this agreement, the company determined that the carrying value of its right-of-use asset for the office space exceeded its fair value, leading to an estimated noncash impairment charge of approximately $203,000 to be recorded in the first quarter of 2026.

Marchex, Inc. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The filing confirms the company's administrative details, including its status as a non-accelerated and smaller reporting company. It also indicates that Marchex has met all SEC filing requirements over the past 12 months and that its Class B Common Stock is listed on NASDAQ.

Marchex, Inc. announced it has entered into a Settlement Agreement on April 14, 2026, to resolve a civil action. The company had previously accrued an expense for this expected settlement amount in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The total settlement amount is $2.0 million, which includes a cash payment, the release of escrowed funds, and two future payments, resolving all claims related to the matter.