Marchex, Inc. Files Amended 10-K/A: Key Shareholder Updates and Executive Compensation Disclosures

Summary of Key Points

• Marchex, Inc. filed an Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2025.
• This amendment includes Part III information, which was previously omitted and is not incorporated by reference from the proxy statement.
• Detailed disclosures regarding directors, executive officers, corporate governance, executive compensation, ownership, and related party transactions are now provided.
• No correction of previously issued financial statements or restatement-related recovery of incentive compensation is reported.

Important Shareholder Information

The filing of this 10-K/A is material, as it provides updated and complete disclosures required under Part III, which were not filed within the 120-day window via proxy statement. Shareholders should note that the information below supersedes earlier references to proxy statement incorporation in the company’s annual report.

1. Corporate Structure and Securities

• Marchex, Inc. is incorporated in Delaware, with its principal office at 1200 Fifth Ave, Suite 1300, Seattle, WA 98101.
• The company’s Class B Common Stock (\$0.01 par value) is listed on the NASDAQ Global Select Market under the symbol “MCHX”.
• As of April 10, 2026, there were 39,636,247 shares of Class B common stock and 4,660,927 shares of another class of common stock outstanding.
• The company is not a well-known seasoned issuer, a voluntary filer, or a shell company. It qualifies as a smaller reporting company.

2. Executive Officers and Directors

• Key Executive Officers:
  • Brian Nagle, Chief Financial Officer (age 40)
  • Russell Horowitz, former CEO (received compensation in 2024 and 2025)
• The company confirms compliance with Section 16(a) reporting for directors, officers, and 10% stockholders.
• Marchex maintains a code of conduct and ethics for all officers, directors, and employees, as well as policies governing insider trading and securities transactions.

3. Executive Compensation – Detailed Disclosure

The amended filing provides granular disclosure of executive compensation for fiscal 2025, including base salary, bonuses, equity awards, and other forms of compensation.

• Compensation Philosophy:
  • Focuses on long-term growth in stockholder value, emphasizing performance-based arrangements.
  • Base salary and bonus levels are reviewed annually, considering compensation at comparable companies, but not strictly benchmarked.
• Summary Compensation Table Highlights (2024 as example, with 2025 comparable structure):
  • President & CRO: \$375,000 salary, stock awards, and other compensation.
  • CFO: \$78,031 salary, \$5,000 in stock awards, and \$857,340 in other compensation.
  • Former CEO: \$425,000 salary, \$376,250 in bonuses, and other compensation.
• Outstanding equity awards are detailed for each executive, showing vesting schedules, grant dates, and number of options/shares.
• Other compensation (such as 401k matching and COBRA reimbursements) is disclosed where it exceeds reporting thresholds.

4. Compensation Policies and Risk Assessment

• The Compensation Committee periodically reviews executive equity awards but does not guarantee annual grants.
• Compensation policies are designed to avoid imprudent risk-taking, emphasizing long-term incentives over short-term rewards.
• Marchex has adopted a policy for the recovery of executive compensation in the event of restatements, in line with SEC and NASDAQ rules (effective for compensation from October 2, 2023, onward).

5. Corporate Governance and Compliance

• The Audit Committee met nine times in 2025, overseeing the independent auditor, financial statements, and internal controls.
• Marchex has a policy for pre-approving audit and non-audit services by its independent registered public accounting firm.

6. Other Material Disclosures

• No corrections or restatements of previously issued financial statements were reported.
• No recovery of executive compensation was triggered by restatements.
• No new documents are incorporated by reference in this amendment; all information is presented directly in the filing.

Potential Share Price Impact

Investor Takeaway: The filing of this comprehensive amendment ensures that all required Part III information is now publicly available and removes any uncertainty regarding missing proxy statement data. The detailed executive compensation and governance disclosures may be of interest to current and prospective investors, especially as they provide clarity on leadership incentives and potential alignment with shareholder interests. There are no adverse restatements or corrections, and the disclosure of robust compensation recovery and risk management practices may be viewed positively by the market.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filing and consult with professional advisors before making investment decisions. Marchex, Inc. and its officers accept no responsibility for actions taken by third parties based on this summary.

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