0001224133 2025-06-30 0001224133 us-gaap:CommonClassAMember 2026-04-10 0001224133 2025-01-01 2025-12-31 0001224133 us-gaap:CommonClassBMember 2026-04-10 shares iso4217:USD true FY 0001224133 10-K/A true 2025-12-31 --12-31 2025 false 000-50658 Marchex, Inc. DE 35-2194038 1200 5th Ave Suite 1300 Seattle WA 98101 206 331-3300 Class B Common Stock, $0.01 par value per share MCHX NASDAQ No No Yes Yes Non-accelerated Filer true false false false false 74349596 4660927 39636247 The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K/A: None. Marchex, Inc. (“we,” “us,” “our,” “Marchex,” or "the Company") is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as originally filed with the United States Securities and Exchange Commission (“SEC”) on March 26, 2026. The purpose of this Amendment is to include Part III information which will be incorporated by reference for our definitive proxy statement for our 2026 Annual Meeting of Stockholders. This information was previously omitted from the 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the Part III information to be incorporated in our Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by our Form 10-K. The reference on the cover to the Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the Form 10-K is hereby deleted. In accordance with Rule 12b-15 under the United States Securities Exchange Act of 1934, as amended, the cover page to the Form 10-K, Part III, Items 10 through 14 of our Form 10-K are hereby amended and restated in their entirety. In addition, a new certification of our principal executive officer ("PEO") and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached dated as of the filing date of this Amendment. This Amendment does not amend or otherwise update any other information in our 10-K. Accordingly, this Amendment should be read in conjunction with our Form 10-K and with our filings with the SEC subsequent to our Form 10-K. true All of our employees and directors are eligible to receive options, shares of restricted stock awards ("RSAs"), and/or restricted stock units ("RSUs") under our 2021 Stock Incentive Plan (“2021 Stock Plan”). The Compensation Committee periodically, and at least annually, considers equity awards to the Company's NEOs, but does not automatically grant equity awards to NEOs every year. The Compensation Committee takes into account the various factors outlined in the discussion of base salary and bonus above as well as the Company’s financial performance and its impact on stockholder value and also analyzes existing NEO equity holdings and prior equity awards to take into account whether additional grants are appropriate and necessary to recalibrate the cash-equity balance of NEO compensation packages. On January 16, 2025, the Compensation Committee granted stock options to Mr. Nagle under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Company. On March 20, 2025, the Compensation Committee granted RSUs to Messrs. Hartless, Feeney, Nagle, and Miller under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Company. On October 16, 2025, the Compensation Committee granted stock options and RSUs to Messrs. Hartless, Feeney, and Nagle under the 2021 Stock Plan pursuant to a periodic review of equity award incentives for executive officers of the Company. On December 16, 2025, the Compensation Committee granted stock options to Mr. Horowitz under the 2021 Stock Plan in connection with his reelection as a Director at the 2025 Annual Meeting of Stockholders of the Company. You can find more information regarding these grants, including the corresponding vesting schedules, by referring to the table following the Outstanding Equity Awards at 2025 Fiscal Year-End section of this Amendment below. Most equity awards for employees are tied to their annual performance reviews. We may occasionally make employee grants outside of that review process and such awards typically are granted as of the date the grant is approved. All new-hire awards have a grant date set to correspond to the date of hire. All options have an exercise price set at the closing market price of our Class B common stock on the grant date. The Compensation Committee may grant equity awards at any time. It is our practice to not time equity award grants in relation to the release of material non-public information. The Compensation Committee periodically, and at least annually, considers equity awards to the Company's NEOs, but does not automatically grant equity awards to NEOs every year. The Compensation Committee takes into account the various factors outlined in the discussion of base salary and bonus above as well as the Company’s financial performance and its impact on stockholder value and also analyzes existing NEO equity holdings and prior equity awards to take into account whether additional grants are appropriate and necessary to recalibrate the cash-equity balance of NEO compensation packages. The Compensation Committee may grant equity awards at any time. It is our practice to not time equity award grants in relation to the release of material non-public information. true false RSM US LLP Los Angeles, CA 49