{"filing":{"accession_number":"0001193125-26-292561","cik":"0001224133","ticker":"MCHX","company_name":"MARCHEX INC","form":"8-K","filing_date":"2026-07-01","report_date":null,"primary_document":"mchx-20260701.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1224133/000119312526292561/mchx-20260701.htm"},"events":[{"id":15496,"run_id":13824,"accession_number":"0001193125-26-292561","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Marchex completed its acquisition of 100% of Archenia's outstanding shares on July 1, 2026, pursuant to a Stock Purchase Agreement dated May 8, 2026. The transaction consideration consisted of $10 million in convertible promissory notes and contingent equity consideration of up to 4 million shares of Class B common stock based on revenue/EBITDA and integration targets.","company_name":"MARCHEX INC","ticker":"MCHX","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13293,"accession_number":"0001193125-26-292561","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 1.01 discloses entry into a material definitive agreement regarding \"Notes,\" with the full details incorporated by reference from Item 2.01 (Completion of Acquisition or Disposition of Assets). The reference to \"Notes\" in a debt context, combined with Item 1.01's focus on material agreements, indicates a debt issuance or financing arrangement. This is material to investors as it creates a new direct financial obligation for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13294,"accession_number":"0001193125-26-292561","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Marchex's acquisition of 100% of Archenia's outstanding shares on July 1, 2026, pursuant to a Stock Purchase Agreement dated May 8, 2026. The transaction involved $10 million in convertible promissory notes and contingent equity consideration (up to 4 million shares of Class B common stock based on revenue/EBITDA and integration targets). This is a material acquisition of a performance-based marketing technology company that would materially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13295,"accession_number":"0001193125-26-292561","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 explicitly addresses creation of a direct financial obligation through issuance of Notes, with the filing incorporating by reference Item 2.01 (which typically covers material acquisitions and debt issuances). The disclosure of new debt obligations is material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13296,"accession_number":"0001193125-26-292561","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities (convertible notes with equity features). The incorporation by reference to Item 2.01 indicates this is a material transaction involving the issuance of securities. Unregistered equity issuances are typically material capital events for investors assessing dilution and financing activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15497,"run_id":13824,"accession_number":"0001193125-26-292561","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"summary":"Marchex held a special meeting of stockholders on July 1, 2026, where stockholders approved the Stock Purchase Agreement and related Archenia acquisition transaction by approximately 99.9% under both the Simple Majority Vote and Majority of the Minority Vote requirements. Stockholders also approved adjournment of the meeting.","company_name":"MARCHEX INC","ticker":"MCHX","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13297,"accession_number":"0001193125-26-292561","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This Item 5.07 discloses the final results of a special meeting of stockholders held on July 1, 2026, where stockholders voted on two proposals: approval of a Stock Purchase Agreement and related transaction (the \"Stock Purchase Proposal\") and approval of adjournment. The Stock Purchase Proposal was approved by approximately 99.9% under both the Simple Majority Vote and Majority of the Minority Vote requirements, with detailed voting tallies certified by Computershare. This is a material shareholder vote result on a significant M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13293,"accession_number":"0001193125-26-292561","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 1.01 discloses entry into a material definitive agreement regarding \"Notes,\" with the full details incorporated by reference from Item 2.01 (Completion of Acquisition or Disposition of Assets). The reference to \"Notes\" in a debt context, combined with Item 1.01's focus on material agreements, indicates a debt issuance or financing arrangement. This is material to investors as it creates a new direct financial obligation for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"MARCHEX INC","ticker":"MCHX","filing_date":"2026-07-01"},{"id":13294,"accession_number":"0001193125-26-292561","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of Marchex's acquisition of 100% of Archenia's outstanding shares on July 1, 2026, pursuant to a Stock Purchase Agreement dated May 8, 2026. The transaction involved $10 million in convertible promissory notes and contingent equity consideration (up to 4 million shares of Class B common stock based on revenue/EBITDA and integration targets). This is a material acquisition of a performance-based marketing technology company that would materially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"MARCHEX INC","ticker":"MCHX","filing_date":"2026-07-01"},{"id":13295,"accession_number":"0001193125-26-292561","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 explicitly addresses creation of a direct financial obligation through issuance of Notes, with the filing incorporating by reference Item 2.01 (which typically covers material acquisitions and debt issuances). The disclosure of new debt obligations is material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"MARCHEX INC","ticker":"MCHX","filing_date":"2026-07-01"},{"id":13296,"accession_number":"0001193125-26-292561","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities (convertible notes with equity features). The incorporation by reference to Item 2.01 indicates this is a material transaction involving the issuance of securities. Unregistered equity issuances are typically material capital events for investors assessing dilution and financing activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"MARCHEX INC","ticker":"MCHX","filing_date":"2026-07-01"},{"id":13297,"accession_number":"0001193125-26-292561","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This Item 5.07 discloses the final results of a special meeting of stockholders held on July 1, 2026, where stockholders voted on two proposals: approval of a Stock Purchase Agreement and related transaction (the \"Stock Purchase Proposal\") and approval of adjournment. The Stock Purchase Proposal was approved by approximately 99.9% under both the Simple Majority Vote and Majority of the Minority Vote requirements, with detailed voting tallies certified by Computershare. This is a material shareholder vote result on a significant M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:16:45.285093+00:00","company_name":"MARCHEX INC","ticker":"MCHX","filing_date":"2026-07-01"}]}