HOROWITZ RUSSELL C 4

What Happened

• Russell C. Horowitz, a reported 10% owner of Marchex, acquired $4,864,865 of convertible debt on July 1, 2026 in connection with Marchex's acquisition of Archenia, Inc. The filing is reported as an "A" (award/grant/other acquisition) and describes a derivative instrument (convertible notes), not an open-market stock purchase or sale.

Key Details

• Transaction date: July 1, 2026 (Closing Date); filing date: July 1, 2026 (timely).
• Consideration: $4,864,865 in convertible notes that bear 6% interest and pay in three equal tranches at the 12-, 18- and 24-month anniversaries.
• Conversion terms: Notes are convertible in whole or in part into Archenia Class B common stock at $1.80 per share (implying up to ~2,702,703 shares if fully converted, calculated as $4,864,865 / $1.80 — approximate).
• Earn‑out: Horowitz also has a fixed, irrevocable right (as of the Closing Date) to receive 972,973 additional shares for each of the first and second 12‑month periods post‑closing, subject to revenue/Adjusted EBITDA and integration/customer retention targets.
• Shares owned after transaction: Not disclosed on the Form 4.
• Filing code/type: A (award/other acquisition); derivative securities involved.

Context

• This is a derivative acquisition tied to a corporate acquisition (Marchex acquired Archenia). The instrument is convertible debt with interest and potential additional earn‑out shares — different from a cash stock purchase or sale and does not by itself indicate immediate equity ownership unless converted.
• As a 10% owner, Horowitz's transaction is treated as substantial-holder activity rather than routine executive open-market trading; the Form 4 discloses terms but does not state an intent to convert or sell.