What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-14 · 30 added, 30 removed, 96 unchanged (38% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934).

Based on this evaluation, our principal executive officer and our principal financial officer has concluded that, as of the date of the evaluation, our disclosure controls and procedures were effective.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of our Co-Principal Executive Officers and Principal Financial Officer, of the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934).

Based on this evaluation, our Co-Principal Executive Officers and Principal Financial Officer have concluded that, as of the date of the evaluation, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Management of Marchex, Inc.

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 as required by the Securities Exchange Act of 1934 Rule 13a-15(c).

In making this assessment, we used the criteria set forth in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Management of Marchex is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f).

Under the supervision and with the participation of our management, including our co-principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 as required by the Securities Exchange Act of 1934 Rule 13a-15(c).

In making this assessment, the Company used the criteria set forth in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Limitations on the Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives.

In addition, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In addition, because of their inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

OTHER INFORMATION.

Securities Trading Plans of Directors and Executive Officers

During the year ended December 31, 2025 , no directors or officers of the Company, as defined in Rule 16a-1(f), have adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement relating to the 2025 annual meeting of stockholders (the “2025 Proxy Statement”), or an amendment to this 10-K, to be filed with the Securities and Exchange Commission (“SEC”) within 120 days of the Company’s fiscal year ended December 31, 2024.

Our Code of Ethics for our Chief Executive Officer and Senior Financial Officers is available on our web site, www.marchex.com, by clicking “Investors” and then “Corporate Governance”.

The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement relating to the 2026 annual meeting of stockholders, or an amendment to this 10-K, to be filed with the SEC within 120 days of the Company’s fiscal year ended December 31, 2025.

Our Code of Ethics for our Co-Principal Executive Officers and Senior Financial Officers is available on our web site, www.marchex.com , by clicking "Investor Relations" located under the "Company" tab, then “Highlights” located under the “Governance” tab.

EXECUTIVE COMPENSATION.

14 unchanged sentences

• Consolidated Statements of Cash Flow for the years ended December 31, 2025 and 2024;

• Notes to Consolidated Financial Statements.

• Notes to the Consolidated Financial Statements.

Financial Statement Schedules

5 unchanged sentences

Share Purchase Agreement, dated as of November 5, 2018, by and among the Registrant, Marchex CA Corporation, Telmetrics Inc., the Sellers and with respect to Articles I and IX only, the Stockholder Representatives (incorporated by reference to Exhibit 2.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 18, 2019).

Share Purchase Agreement, dated as of November 20, 2018, by and among the Registrant, Sita Laboratories, Inc., the Sellers and the Stockholder Representative (incorporated by reference to Exhibit 2.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 18, 2019).

Equity Purchase Agreement, dated as of December 13, 2019, by and among the Registrant, Sonar Technologies, Inc., the Sellers and Fortis Advisers LLC, as Securityholder Representative (incorporated by reference to Exhibit 2.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 13, 2020).

Asset Purchase Agreement, dated August 7, 2020, between the Company and Archenia, Inc.

9 unchanged sentences

333-111096) filed with the SEC on March 30, 2004).

Amended and Restated Lease effective as of June 5, 2009, between 520 Pike Street, Inc.

and the Registrant (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 10, 2015).

Marchex, Inc.

5 unchanged sentences

Form of Restricted Stock Agreement (2012 Stock Incentive Plan) (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 18, 2019).

Exhibit Number

Description of Document

Form of Restricted Stock Units Notice and Agreement (2012 Stock Incentive Plan) (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 18, 2019).

Form of Indemnity Agreement (Section 16 Executive Officers and Directors) (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on March 18, 2019).

Amendment No.

3 to Amended and Restated Lease dated June 27, 2017, between 520 Pike Street, Inc.

and the Registrant (incorporated by reference to Exhibit 10.46 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2017).

Marchex, Inc.

2 unchanged sentences

Form of Nonstatutory Stock Option Notice and Agreement (2021 Stock Incentive Plan).

Exhibit Number

Description of Document

Form of Restricted Stock Agreement (2021 Stock Incentive Plan).

3 unchanged sentences

Horowitz and the Registrant (incorporated by reference to Exhibit 10.26 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023).

Agreement in Principle to Acquire Archenia, Inc.

(incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025).

Policy for Securities Transactions (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10K/A filed with the SEC on April 18, 2025).

Subsidiaries of the Registrant.

1 unchanged sentence

Power of Attorney (incorporated herein by reference to the signature page of the Annual Report on Form 10-K).

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Co-Principal Executive Officers pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Co-Principal Executive Officers and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy for Recovery of Executive Compensation

Policy for Recovery of Executive Compensation (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 14, 2025).

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

Exhibit Number

Description of Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

4 unchanged sentences

Filed herewith.

Furnished herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Seattle, State of Washington on March 26, 2026.

1 unchanged sentence

/ S / BRIAN NAGLE

Chief Financial Officer ("CFO")

(Principal Financial Officer and Principal Accounting Officer)

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/ S / EDWIN MILLER

/ S / TROY HARTLESS

March 26, 2026

Chief Executive Office

(Principal Executive Officer)

Troy Hartless

President & Chief Revenue Officer ("CRO")

(Co-Principal Executive Officer)

/ S / FRANCIS J.

March 26, 2026

Chief Operating Officer ("COO"), Chief Legal Officer ("CLO"), & Corporate Secretary

(Co-Principal Executive Officer)

/ S / BRIAN NAGLE

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures