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.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MARCHEX INC entered into Stock Purchase Agreement with Archenia, Inc. stockholders valued at $10 million in convertible promissory notes (effective 2026-05-08).

Action: entry
Agreement: asset purchase
Counterparty: Archenia, Inc. stockholders
Value: $10 million in convertible promissory notes
Effective: 2026-05-08

Exact text from the filing

Marchex, Inc. ("Marchex" or the "Company") has entered into a Stock Purchase Agreement (“SPA”) dated May 8, 2026 to acquire 100% of the outstanding shares of capital stock of Archenia, Inc. (the “Transaction”) from the Archenia stockholders (the “Sellers”) for a base consideration consisting of an aggregate of $10 million in convertible promissory notes to be issued to the Sellers

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Source: SEC EDGAR

accession 0001193125-26-219472

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