MCHX · Marchex, Inc.

Marchex has entered a material definitive agreement to acquire Archenia, Inc., marking a strategic expansion through the purchase of all outstanding shares from related party sellers. The transaction structure minimizes immediate cash outflow with $10 million in convertible notes bearing 6% interest, payable in equal tranches at 12, 18, and 24 months post-closing, offering sellers conversion into Class B common stock at a $1.80 per share price. This deferred payment aligns seller interests with Marchex performance. Additional upside comes via earn-out consideration of up to 4 million Class B shares across two 12-month periods, contingent on Archenia surpassing its pre-closing revenue and Adjusted EBITDA while hitting integration and customer retention milestones, incentivizing post-acquisition value creation. Given related party involvement, a Special Committee of independent directors oversaw the process, securing a fairness opinion from Craig-Hallum Capital Group LLC and independent counsel from DLA Piper LLP, enhancing governance credibility. Investor approval from a majority of disinterested stockholders is required, alongside other conditions, with closure targeted for early Q3 2026. The SPA's standard protections provide risk mitigation, though full details await the proxy statement. This deal signals Marchex's focus on growth via bolt-on acquisitions with performance-tied economics.