MARCHEX INC — Form 8-K

On July 1, 2026, Marchex completed acquisition of 100% of Archenia Inc. from shareholders including Chairman Russell C. Horowitz and Vice Chairman Michael Arends. Consideration: $10M in convertible promissory notes at 6% interest, payable in three equal $3.33M tranches at 12, 18, and 24 months post-close, convertible into Class B common stock at $1.80/share. Additional contingent consideration: up to 2M shares per year (2 years) for each of two 12-month periods if Archenia exceeds prior-year revenue/Adjusted EBITDA and meets integration/customer retention targets. Shareholder vote approved transaction 99.9% (both simple majority and majority-of-minority). Archenia is AI-focused performance marketing technology company.