ARENDS MICHAEL A 4

What Happened

• Michael A. Arends, Vice Chairman and Director of Marchex, acquired $4,144,144 of convertible debt from Archenia, Inc. on July 1, 2026 as part of Marchex’s acquisition of Archenia. The instrument is a derivative (convertible note), not an immediate equity issuance.

Key Details

• Transaction date: 2026-07-01 (Closing Date)
• Instrument/value: $4,144,144 in convertible notes; interest 6%
• Payment terms: notes payable in three equal tranches on the 12-, 18- and 24‑month anniversaries
• Conversion: notes convertible in whole/part into Archenia Class B common stock at $1.80 per share (would equal ~2.30M shares if fully converted)
• Earn‑out: Arends will receive 828,829 additional shares for each of the first and second 12‑month periods (up to 1,657,658 shares total) if specified revenue/Adjusted EBITDA and integration/customer retention targets are met; these earn‑out rights became fixed and irrevocable on the Closing Date
• Shares reported as N/A in the filing because transaction is a derivative acquisition (not an immediate share transfer)
• Filing timeliness: reported on 2026-07-01 (no late filing indicated)

Context

• This was part of a corporate acquisition and represents acquisition of convertible debt plus contingent/earn‑out equity, not an open‑market purchase or sale by the insider. Such transactions establish potential future equity exposure if notes convert or earn‑outs vest; they do not represent immediate share sales or purchases.