Marchex to acquire Archenia for $10M in convertible notes plus earn-out shares

MARCHEX INC

• Base consideration: $10M in convertible promissory notes at 6% interest, payable in three equal tranches at 12, 18, and 24 months post-close.
• Notes convertible into Marchex Class B common stock at $1.80 per share.
• Earn-out: up to 2M shares for each of first two 12-month periods if Archenia meets revenue/EBITDA growth and integration/customer retention targets.
• Transaction is a related-party deal; Special Committee approved after fairness opinion from Craig-Hallum Capital Group.
• Closing requires majority of disinterested stockholders; expected early Q3 2026.

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