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MCHX 10-K & 10-Q changes, risk factors and insider trading

Marchex Inc. · Nasdaq · Services-Prepackaged Software · CIK 1224133 · All filings on SEC.gov

Everything below is quoted or computed from Marchex Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

4 / 0risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-26 (period ending 2025-12-31) with 10-K filed 2025-03-14 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

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9,553 → 9,823words in section

New heading “The AI technology and features we develop and/or incorporate into our solutions include new and evolving technologies that may present both legal and business risks.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: ai
“The AI technology and features we develop and/or incorporate into our solutions include new and evolving technologies that may present both legal and business risks.”
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New text topics: artificial intelligence, ai
“While we are increasingly incorporating artificial intelligence (“AI”), including machine learning and large language model–based capabilities, into our products, services and internal operations, the use of AI presents risks and challenges that could adversely affect our business. AI technologies are complex, rapidly evolving and may produce outputs that are inaccurate, misleading, biased, incomplete or otherwise flawed, including as a result of errors in underlying algorithms, training data, or inputs. …”
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New text topics: ai
“In addition, the legal and regulatory framework governing AI is evolving and remains uncertain, including with respect to intellectual property ownership, data privacy, automated decision‑making and liability allocation. Our use of AI, or our integration of third‑party AI technologies into our offerings, may subject us to claims of intellectual property infringement or misappropriation, data protection violations or other legal obligations, including where we have limited contractual recourse against third‑party AI providers. …”
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New text topics: ai
“We also permit and increasingly rely on the use of AI tools by our workforce in certain development, analytical and operational contexts. The use of such tools, whether authorized or unauthorized, may create risks related to the protection of confidential information, cybersecurity, data leakage, or the misuse of proprietary or third‑party intellectual property. If we are unable to manage these risks effectively, our business, reputation, financial condition and results of operations could be adversely affected.”
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As of December 31, 2024,2025, Russell C. Horowitz, our founder, beneficially owned 100% of the outstanding shares of our Class A common stock, which shares representedrepresent about 75% of the voting power of all outstanding shares of our capital stock. The holders of our Class A common stock and Class B common stock have identical rights except that the holders of our Class B common stock are entitled to one vote per share, while holders of our Class A common stock are entitled to twenty-five25 votes per share on all matters to be voted on by stockholders. This concentration of control could be disadvantageous to our other stockholders with interests different from those of our founder. This difference in the voting rights of our Class A common stock and Class B common stock could adversely affect the price of our Class B common stock to the extent that investors or any potential future purchaser of our shares of Class B common stock give greater value to the superior voting rights of our Class A common stock.
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Green = added, red = removed. Unchanged paragraphs, 3 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

If some of our customers experience financial distress or suffer disruptions in their business, their weakened financial position could negatively affect our own financial position and results.

Reworded

Effective internal controls are necessary for us to provide reliable and accurate financial reports and effectively prevent fraud. We have devoted significant resources and time to comply with the internal controlcontrols over financial reporting requirements of the Sarbanes-Oxley ("SOX") Act of 2002. In addition, SOX Section 404 requires that we assess and in certain instances for our auditors to attest to the effectiveness of our controls over financial reporting. Our current and future compliance with the annual internal control report requirementrequirements will depend on the effectiveness of our financial reporting and data systems and controls across our operating subsidiaries. We expect these systems and controls to become increasingly complex to the extent that we integrate acquisitions and our business grows. To effectively manage this growth, we will need to continue to improve our operational, financialfinancial, and management controls and our reporting systems and procedures. We cannot be certain that these measures will ensure that we design, implement, and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation or operation, could harm our operating results, or cause us to fail to meet our financial reporting obligations. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital.

Added

The AI technology and features we develop and/or incorporate into our solutions include new and evolving technologies that may present both legal and business risks.

Added

While we are increasingly incorporating artificial intelligence (“AI”), including machine learning and large language model–based capabilities, into our products, services and internal operations, the use of AI presents risks and challenges that could adversely affect our business. AI technologies are complex, rapidly evolving and may produce outputs that are inaccurate, misleading, biased, incomplete or otherwise flawed, including as a result of errors in underlying algorithms, training data, or inputs. Our customers or other users may rely on such outputs to their detriment, which could expose us to legal claims, regulatory scrutiny, reputational harm or competitive disadvantage.

Added

In addition, the legal and regulatory framework governing AI is evolving and remains uncertain, including with respect to intellectual property ownership, data privacy, automated decision‑making and liability allocation. Our use of AI, or our integration of third‑party AI technologies into our offerings, may subject us to claims of intellectual property infringement or misappropriation, data protection violations or other legal obligations, including where we have limited contractual recourse against third‑party AI providers. Further, AI technologies may require the processing of personal or sensitive data, increasing our compliance obligations and risk exposure.

Added

We also permit and increasingly rely on the use of AI tools by our workforce in certain development, analytical and operational contexts. The use of such tools, whether authorized or unauthorized, may create risks related to the protection of confidential information, cybersecurity, data leakage, or the misuse of proprietary or third‑party intellectual property. If we are unable to manage these risks effectively, our business, reputation, financial condition and results of operations could be adversely affected.

Reworded

The actual or perceived improper sending of text messages or voice calls may subject us to potential risks, including liabilities or claims relating to consumer protection laws and regulatory enforcement, including fines. For example, the Telephone Consumer Protection Act of 1991 ("TCPA") of 1991 restricts telemarketing and the sending of automatic short message service ("SMS") text messages without explicit customer consent. The scope and interpretation of the federal and state laws and regulations that are or may be applicable to the delivery of text messages or voice calls are continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations due to the failure of our customers to comply with these laws by obtaining proper consent, we could face direct liability. We rely on contractual representations made to us by our customers that they will comply with our acceptable use restrictions and applicable law and regulations in using our services. We cannot predict whether our role in facilitating our customers’ or other users’ activities would expose us to liability under applicable law.

Reworded

The Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the “ActTA”), and the regulations promulgated by the FCC under Title II of the Act,TA, may impose federal licensing, reporting and other regulatory obligations on the Company. To the extent we contract with and use the networks of VoIP service providers, new legislation or FCC regulation in this area could restrict our business, prevent us from offering service or increase our cost of doing business. There are an increasing number of regulations and rulings that specifically address access to commerce and communications services on the Internet, including internet protocol ("IP") telephony. We are unable to predict the impact, if any, that future legislation, legal decisions, or regulations concerning voice services offered via the Internet may have on our business, financial condition, and results of operations.

Reworded

Federal and state telemarketing laws including the TCPA which limits the use of autodialing systems, artificial or prerecorded voice messages, SMS text messages and fax machines, the Telemarketing Sales Rule, the Telemarketing Consumer Fraud and Abuse Prevention Act and the rules and regulations promulgated thereunder. In recent years, the TCPA has become a fertile source for both individual and class action lawsuits and regulatory actions. Specifically, the TCPA restricts telemarketing and the transmission of automatic SMS text messages without proper consent. The scope and interpretation of the laws and regulations that are or may be applicable to the delivery of text messages and/or to the allowable methods of obtaining proper consent are continuously evolving and developing. If we do not comply with these laws or regulations or if we become liable under these laws or regulations due to the failure of our customers to comply with these laws by obtaining proper consent, we could face liability. In addition, certain regulatory developments in this area may adversely impact the demand for some of our services (e.g. our text analytics and communications services) if some our customers become unable to obtain proper consents for their communications at historical volumes.

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The Telephone Robocall Abuse Criminal Enforcement and Deterrence Act and the rules and regulations promulgated thereunder. The FCC has adopted rules requiring originating and terminating voice service providers to implement the STIR/SHAKEN caller identification ("ID") authentication framework to combat spoofed robocalls and is expected to adopt additional measures for that purpose. A number of our information services depend on integrations with voice service providers subject to these regulations. We maintain a registration in the FCC’s Robocall Mitigation Database as a Non-Gateway Intermediate Provider. If we do not comply with our providers’ evolving requirements pertaining to these regulations or if future regulatory measures relative to the STIR/SHAKEN caller ID authentication framework result in unforeseen interoperability issues for our information services that we are unable to address in a timely and efficient manner, our business, financial condition, and results of operations could be negatively impacted and/or we could face liability.

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Laws affecting telephone call recording and associated consent requirements. Under the Federal Wiretap Act, at least one party taking part in a call must be notified if the call is being recorded. Under this law, and most state laws, there is nothing illegal about one of the parties to a telephone call recording the conversation. However, a number of states (i.e. California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Montana, Nevada, New Hampshire, Pennsylvania, and Washington) require that all parties consent when one party wants to record a telephone conversation. The telephone recording laws in other states, like federal law, require only one party to be aware of the recording. The scope of the consent requirements under these laws may expand over time based on evolving case law in this area.

Reworded

Laws in most U.S. states of the United States of America may require registration or licensing of one or more of our subsidiaries, and may impose additional taxes, fees or telecommunications surcharges on the provision of our services which we may not be able to pass through to customers.

Reworded

We may also be subject to costs and liabilities with respect to privacy issues. Several companies have incurred penalties for failing to abide by the representations made in their public-facing privacy policies. In addition, a significant number of U.S. states have enacted laws that require businesses and their service providers to implement and maintain reasonable security procedures and practices to protect personal information and to provide notice to consumers in the event of a security breach. For example, California enacted the California Consumer Privacy Act, which was subsequently amended by the California Privacy Rights Act of 2020 (collectively, “CPRA”), which went into effect on January 1, 2023. The CPRA gives California residents rights to access, correct, and delete their personal information, opt out of certain types of personal information sharing, limit the use of sensitive personal information as well as receive detailed information about how their personal information is retained and used. The CPRA and the regulations promulgated thereunder also include requirements for provisions to be included by businesses in their respective contracts with service providers, which limit the scope of permissible use for personal data processed as part of the services and give businesses certain rights to assess their service providers’ data processing operations. The CPRA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. MultipleSeveral other states have enacted privacy-related legislation that provides for consumer rights similar to the CPRA. Further, it is anticipated that additional federal and state privacy-related legislation may be enacted. Such legislation could negatively affect our business in various ways such as by increasing our and/or our customers’ costs of compliance. Finally, the majority of the aforementioned privacy laws and regulations do not apply to information historically regulated by certain industry-specific legislation and regulations such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and/or the Gramm-Leach-Bliley Act, each of which include separate sets of security standards for the processing of covered data and provide for significant civil and/or criminal penalties for violations. To the extent that we increase our market share of conversational analytics offerings for customers in the healthcare and/or financial services industries, our risk of possible costs and liabilities related to compliance with these additional laws increases as well.

Reworded

In addition, for the stock market in general,general and the NASDAQ, the market for technology companies in particular, have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the listed companies. These broad market and industry factors may seriously harm the market price of our Class B common stock, regardless of our operating performance. In the past, following periods of volatility in the market, securities class action litigation has often been instituted against these companies.

Reworded

Our founder controls the outcome of stockholder voting, and there may be an adverse effect on the price of our Class B common stock due to the disparate voting rights of our Class A common stock and our Class B common stock.

Reworded

As of December 31, 2024,2025, Russell C. Horowitz, our founder, beneficially owned 100% of the outstanding shares of our Class A common stock, which shares representedrepresent about 75% of the voting power of all outstanding shares of our capital stock. The holders of our Class A common stock and Class B common stock have identical rights except that the holders of our Class B common stock are entitled to one vote per share, while holders of our Class A common stock are entitled to twenty-five25 votes per share on all matters to be voted on by stockholders. This concentration of control could be disadvantageous to our other stockholders with interests different from those of our founder. This difference in the voting rights of our Class A common stock and Class B common stock could adversely affect the price of our Class B common stock to the extent that investors or any potential future purchaser of our shares of Class B common stock give greater value to the superior voting rights of our Class A common stock.

Reworded

Our certificate of incorporation, as amended, our by-laws, as amended, and Delaware law contain provisions that could discourage, delay or prevent a third partythird-party from acquiring us, even if doing so may be beneficial to our stockholders. In addition, these provisions could limit the price investors would be willing to pay in the future for shares of our Class B common stock. The following are examples of such provisions in our certificate of incorporation, as amended, or our by-laws, as amended: the authorized number of our directors can be changed only by a resolution of our board of directors; advance notice is required for proposals that can be acted upon at stockholder meetings; there are limitations on who may call stockholder meetings; and our board of directors is authorized, without prior stockholder approval, to create and issue “blank check” preferred stock.

Reworded

We are also subject to Section 203 of the Delaware General Corporation Law ("DGCL"), which provides, subject to enumerated exceptions, that if a person acquires 15% or more of our voting stock, the person is an “interested stockholder” and may not engage in “business combinations” with us for a period of three years from the time the person acquired 15% or more of our voting stock. The application of the DGCL could have the effect of delaying or preventing a change of control of our company.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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3,436 → 3,318words in section

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New text topics: labor
“Product Development. Product development expenses decreased $2.7 million, or 22%, to $9.7 million for the year ended December 31, 2025 from $12.4 million for the year ended December 31, 2024. As a percentage of revenue, product development expenses were 21% and 26% for the years ended December 31, 2025 and 2024, respectively. The change from the prior year was primarily attributable to $2.0 million in lower personnel and outside labor costs due to the reorganization and realignment of our personnel in 2025 and the capitalization of software development costs in 2025. …”
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Removed text topics: ai
“Cost of Revenue. Cost of revenue decreased $3.4 million, or 17%, to $17.2 million for the year ended December 31, 2024 from $20.6 million for the year ended December 31, 2023. As a percentage of revenue, cost of revenue was 36% and 41% for the years ended December 31, 2024 and 2023, respectively. The change from the prior year was primarily due to $1.8 million in lower conversational data processing and telecommunication costs due to a combination of lower conversational volumes, benefits from leveraging AI technology, and efficient vendor costs management. …”
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Reworded topics: labor

Paragraph as it now reads, with added and removed wording marked:

ProductCost Development.of ProductRevenue. developmentCost expensesof revenue decreased $3.0$0.5 million, or 19%,3%, to $12.4$16.7 million for the year ended December 31, 20242025 from $15.4$17.2 million for the year ended December 31, 2023.2024. As a percentage of revenue, productcost developmentof expensesrevenue werewas 26%37% and 31%36% for the years ended December 31, 20242025 and 2023,2024, respectively. The change from the prior year was primarily attributable to $2.9a milliondecrease in lowercosts from investment in cloud infrastructure and platform integration, and personnel and contractoroutside costs,labor costs of $0.5 million, as we reorganized and realigned our researchpersonnel andin development teams.2025.
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“Cash used in operating activities was $1.1 million during the year ended December 31, 2024. The cash used in operating activities was primarily the result of a net loss of $4.9 million, adjusted for non-cash items of $4.5 million, which primarily included depreciation and amortization and stock-based compensation, and the rest attributed to changes in working capital of $0.7 million. …”
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“Cash used in operating activities was $1.4 million during the year ended December 31, 2025. The cash used in operating activities was primarily the result of a net loss of $5.2 million, adjusted for non-cash items of $4.6 million, which primarily included depreciation, amortization, and stock-based compensation, and the rest was attributed to changes in working capital and the acquisition settlement of $2.1 million and $1.4 million, respectively. The change in working capital was driven primarily by a decrease in accrued expenses, other current, and other liabilities. …”
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Removed text
“Amortization of Intangible Assets from Acquisitions. Intangibles amortization expense was $0.6 million and $2.0 million for the years ended December 31, 2024 and 2023, respectively. This expense was associated with amortization of intangible assets acquired from business acquisitions made in 2018 and 2019, and is further categorized as cost of revenue or sales and marketing expense in the Company's Consolidated Statements of Operations based on the nature of the underlying intangible asset. …”
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Reworded

The following discussion should be read in conjunction with the audited Consolidated Financial Statements and the notes to those statements which appear elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements. Please see page 1 on this Annual Report on Form 10-K “Forward-Looking Statements” and Item 1A of this Annual Report on Form 10-K under the caption “Risk Factors” for a discussion of the risks, uncertainties and assumptions associated with these statements.

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Marchex, Inc.Marchex harnesses the power of AI and conversationalconversation intelligence to provide actionable insights alignedderived withfrom prescriptive vertical market data analytics, driving operational excellence and revenue acceleration.analytics. Marchex enables executive,organizations sales,across andbusiness marketing teamsfunctions to optimize customer journey experiences across communications channels. Through our prescriptive analytics solutions, we enable the alignment of enterprise strategy, empowering businesses to increase revenue through informed decision-makingacquisitions and strategicexperiences, execution.transforming conversations into meaningful business outcomes. Marchex provides conversationalAI-powered conversation intelligence AI-powered solutions for market-leading companies in leading B2B2C vertical markets, including severalmany of the world’s most innovative and successful brands.

Reworded

We were incorporated in Delaware on January 17, 2003. We have officesoffice space in Seattle, Washington and Wichita, Kansas.WA.

Reworded

Our cost of revenue represents the cost of providing our services to our customers. These costs primarily consist of cloud computing and hosting costs, telecommunication costs, including the use of phone numbers relating to our services; bandwidth and software license fees; network operations; and payroll and related expenses of personnel, including stock based compensation.

Removed

The Company has historically reported these costs under the caption "service costs" on the Consolidated Statement of Operations, but determined that the change to "cost of revenue" on a go-forward basis, beginning on December 31, 2024, better aligns the Company's financial reporting to its industry and competitors for comparison.

Reworded

Sales and marketing expenses consist primarily of payroll and related expenses for personnel engaged in marketing and sales functions; advertising and promotional expenditures including online and outside marketing activities; cost of systems used to sell to and serve customers; and stock-based compensation of related personnel.

Reworded

Product development costs consist primarily of expenses incurred in the research and development,development and creation and enhancement,("R&D") of our products and services. These costs primarily consist of payroll and related expenses for personnel; costs of computer hardware and software; costs incurred in developingfor features and functionality of the services we offer; and stock-based compensation of related personnel.

Reworded

For the periods presented, substantially all of our product development expenses are researchR&D and development. Product development costs are expensed as incurred or capitalized into property and equipment in accordance with the U.S. generally accepted accounting principles ("GAAP"). once requirements have been met. See Note 1: Description of Business and Summary of Significant Accounting Policies for more information on software development capitalization.

Reworded

Amortization of intangible assets excluding goodwill relates to intangible assets identified in connection with our acquisitions. The intangible assets have been identified as customer relationships; acquired technology; non-competition agreements; and trade names. These assets arewere fully amortized as of December 31, 2024.

Reworded

See Note 6: Stockholders' Equity of the Notes to the Consolidated Financial Statements, as well as our Critical Accounting Policies for additional information about stock-based compensation.

Added

Revenue decreased $2.7 million, or 6%, to $45.4 million for the year ended December 31, 2025 from $48.1 million for the year ended December 31, 2024. This decrease was impacted by lower call volumes in 2025 compared to 2024, customer corporate development activities, which consolidated customer contracts and customer migration revenue dilution resulting in decreased revenues.

Removed

Revenue decreased $1.8 million, or 4%, to $48.1 million for the year ended December 31, 2024 from $49.9 million for the year ended December 31, 2023. This decrease was impacted primarily by lower conversational volumes in 2024 as compared to 2023, and certain non-recurring non-core analytics revenue in 2023. The lower volumes primarily came from several of our small business listing and solution providers that mostly sell marketing services to local businesses.

Removed

Cost of Revenue. Cost of revenue decreased $3.4 million, or 17%, to $17.2 million for the year ended December 31, 2024 from $20.6 million for the year ended December 31, 2023. As a percentage of revenue, cost of revenue was 36% and 41% for the years ended December 31, 2024 and 2023, respectively. The change from the prior year was primarily due to $1.8 million in lower conversational data processing and telecommunication costs due to a combination of lower conversational volumes, benefits from leveraging AI technology, and efficient vendor costs management. In addition, personnel costs were $1.7 million lower as we reorganized and realigned our technology teams.

Removed

Sales and Marketing. Sales and marketing expenses increased $0.7 million, or 6%, to $12.1 million for the year ended December 31, 2024 from $11.4 million for the year ended December 31, 2023. As a percentage of revenue, sales and marketing expenses were 25% and 23% for the years ended December 31, 2024 and 2023, respectively. The change from the prior year was primarily attributable to $1.0 million in higher personnel costs, primarily due to investments made in the sales and marketing function to increase the sales workforce and prioritize go-to-market initiatives. This was partially offset by lower stock-based compensation costs of $0.3 million.

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ProductCost Development.of ProductRevenue. developmentCost expensesof revenue decreased $3.0$0.5 million, or 19%,3%, to $12.4$16.7 million for the year ended December 31, 20242025 from $15.4$17.2 million for the year ended December 31, 2023.2024. As a percentage of revenue, productcost developmentof expensesrevenue werewas 26%37% and 31%36% for the years ended December 31, 20242025 and 2023,2024, respectively. The change from the prior year was primarily attributable to $2.9a milliondecrease in lowercosts from investment in cloud infrastructure and platform integration, and personnel and contractoroutside costs,labor costs of $0.5 million, as we reorganized and realigned our researchpersonnel andin development teams.2025.

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GeneralSales and Administrative.Marketing. GeneralSales and administrativemarketing expenses wasincreased consistent$0.4 atmillion, $10.2or 3%, to $12.5 million for both the yearsyear ended December 31, 20242025 andfrom 2023.$12.1 million for the year ended December 31, 2024. As a percentage of revenue, generalsales and administrativemarketing expenses were 21%28% and 20%25% for the years ended December 31, 20242025 and 2023,2024, respectively. The change from prior year was primarily attributable to an increase in contract asset amortization charges of $0.6 million.

Added

Product Development. Product development expenses decreased $2.7 million, or 22%, to $9.7 million for the year ended December 31, 2025 from $12.4 million for the year ended December 31, 2024. As a percentage of revenue, product development expenses were 21% and 26% for the years ended December 31, 2025 and 2024, respectively. The change from the prior year was primarily attributable to $2.0 million in lower personnel and outside labor costs due to the reorganization and realignment of our personnel in 2025 and the capitalization of software development costs in 2025. Additionally, there were approximately $0.5 million less in cloud infrastructure costs in 2025 due to the completion of the certain development activities in 2024 which resulted in those costs being incorporated in cost of revenue upon completion of the development activities.

Added

General and Administrative. General and administrative expenses increased $0.6 million, or 6%, to $10.8 million for the year ended December 31, 2025 from $10.2 million for the year ended December 31, 2024. As a percentage of revenue, general and administrative expenses were 24% and 21% for the years ended December 31, 2025 and 2024, respectively. The change from prior year was primarily attributable to an increase in personnel costs and share-based compensation costs, which largely consist of one-time reorganization charges and associated impacts to share-based compensation as we reorganized and realigned our personnel throughout 2025.

Added

Acquisition settlement. Acquisition settlement expense was $1.4 million and for the year ended December 31, 2025. The amount represents the cost recorded in the period associated with the probable resolution of a historical acquisition related matter.

Added

Amortization of Intangible Assets from Acquisitions. Intangibles amortization expense was $0 and $0.6 million for the years ended December 31, 2025 and 2024, respectively. During 2024, the intangible assets acquired from acquisitions all reached the end of their useful lives and consequently there was no amortization expense in 2025.

Removed

Amortization of Intangible Assets from Acquisitions. Intangibles amortization expense was $0.6 million and $2.0 million for the years ended December 31, 2024 and 2023, respectively. This expense was associated with amortization of intangible assets acquired from business acquisitions made in 2018 and 2019, and is further categorized as cost of revenue or sales and marketing expense in the Company's Consolidated Statements of Operations based on the nature of the underlying intangible asset. The year over year decrease was driven by certain assets reaching the end of their useful life in the fourth quarter of the prior year. Intangible asset amortization from these acquisitions was completed in 2024 as a result of the remainder of these assets reaching the end of their useful lives.

Reworded

Income Tax. Income tax expense was $0.4$0.1 million and $0.1$0.4 million for the years ended December 31, 20242025 and 2023,2024, respectively, consisting primarily of deferred tax expense and U.S. state income taxes. We incurred federal taxable losses in both 20242025 and 2023.2024. The effective tax rate differed from the expected tax rate of 21% in both years primarily due to a the valuation allowance and, to a lesser extent, state income taxes, foreign branch income and rate differential,allowance, non-deductible stock-based compensation related to restricted stock units and incentive stock options recorded under the fair-value method, and other non-deductible amounts.

Removed

Net Loss. Net loss decreased $5.0 million, or 51%, to $4.9 million for the year ended December 31, 2024 from $9.9 million for the year ended December 31, 2023. The decrease in net loss was primarily attributable to the $7.0 million decrease in operating expenses, driven by the decrease in cost of revenue and product development expenses discussed above, that was partially offset by the $1.8 million decrease in revenue also discussed above.

Reworded

As of December 31, 20242025 and 2023,2024, we had cash and cash equivalents of $12.8$9.9 million and $14.6$12.8 million, respectively. As of December 31, 2024,2025, we had current and non-current contractual obligations of $11.4$7.3 million, of which $1.8$0.8 million is for payments due under our facilitiesfacility and financed equipment leases.lease.

Added

Cash used in operating activities was $1.4 million during the year ended December 31, 2025. The cash used in operating activities was primarily the result of a net loss of $5.2 million, adjusted for non-cash items of $4.6 million, which primarily included depreciation, amortization, and stock-based compensation, and the rest was attributed to changes in working capital and the acquisition settlement of $2.1 million and $1.4 million, respectively. The change in working capital was driven primarily by a decrease in accrued expenses, other current, and other liabilities. Cash used in operating activities was $1.1 million during the year ended December 31, 2024. The cash used in operating activities was primarily the result of a net loss of $4.9 million, adjusted for non-cash items of $4.5 million, which primarily included depreciation, amortization, and stock-based compensation, and the rest was attributed to changes in working capital of $0.7 million. The change in working capital was driven primarily by a decrease in accrued expenses and other current liabilities as well as a decrease in accounts payable.

Removed

Cash used in operating activities was $1.1 million during the year ended December 31, 2024. The cash used in operating activities was primarily the result of a net loss of $4.9 million, adjusted for non-cash items of $4.5 million, which primarily included depreciation and amortization and stock-based compensation, and the rest attributed to changes in working capital of $0.7 million. The change in working capital was driven primarily by a decrease in accrued expenses and other current liabilities as well as a decrease in accounts payable, partially offset by an increase in accounts receivable and prepaid expenses and other assets. Cash used in operating activities was $4.4 million during the year ended December 31, 2023. The cash used in operating activities was primarily the result of a net loss of $9.9 million, adjusted for non-cash items of $7.1 million, which primarily included depreciation and amortization and stock-based compensation, and the rest attributed to changes in working capital of $1.6 million. The change in working capital was driven primarily by a decrease in accrued expenses and other current liabilities as well as a decrease in accounts payable, partially offset by an increase in prepaid expenses and other assets and accounts receivable.

Reworded

Cash used in investing activities for the yearsyear ended December 31, 2025 was $1.3 million and was primarily attributable to cash paid for capitalized software development projects, partially offset by proceeds collected from the domain asset sale in the current year. Cash used in investing activities for the year ended December 31, 2024 and 2023, was $0.4 million and $1.3 million, respectively, and was primarily attributable to cash paid for purchases of property and equipment for our technology infrastructure platform as well as capitalized software development costs in both years.platform.

Reworded

Cash used in financing activities for the years ended December 31, 20242025 and 2023,2024, was $0.3$0.1 million and $0.2$0.3 million, respectively,respectively. andCash used in financing activities for the year ended December 31, 2025 was primarily attributable to payments made related to equipment financing lease obligationsobligations, partially offset by proceeds from exercises of stock options, and issuances and vesting of restricted stock. Cash used in financing activities for boththe years.year ended December 31, 2024 was primarily attributable to payments made related to equipment financing lease obligations.

Reworded

Based on our operating plans we believe that our resources will be sufficient to fund our operations, including any investments in strategic initiatives, for at least twelve months, however macroeconomic factors could influence our operating plans and resources significantly. Additional equity and debt financing may be needed to support our acquisition strategy, our long-term obligations, and ourother Company’s needs. There can be no assurance that, if we needed additional funds, financing arrangements would be available in amounts or on terms acceptable to us, if at all. Failure to generate sufficient revenue or raise additional capital could have a material adverse effect on our ability to continue as a going concern and to achieve our intended business objectives.

Reworded

Our Consolidated Financial Statements have been prepared in accordanceconformity with U.S. GAAP. Our critical accounting policies are those that we believe have the most significant impact to reported amounts of assets, liabilities, revenue and expensesexpenses, and the related disclosures of contingent assets and liabilities and that require the most difficult, subjective, or complex judgments.

Reworded

The policies below are critical to our business operations and the understanding of our results of operations. In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of our results. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Added

There have been no significant changes in our critical accounting policies and estimates during the year ended December 31, 2025.

Reworded

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 718, Compensation – Stock Compensation, requires the measurement and recognition of compensation for all stock-based awards made to employees, non-employees and directors including stock options, restricted stock issuances,awards ("RSAs"), and restricted stock units ("RSUs") be based on estimated fair values. We account for forfeitures as they occur. We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method.

Reworded

Although the fair value of stock-based awards is determined in accordance with ASC 718, the assumptions used in calculating fair value of stock-based awards and the use of the Black-Scholes option pricing model is highly subjective, and other reasonable assumptions could provide differing results. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. See Note 6: Stockholders' Equity in the Notes to Consolidated Financial Statements for additional information.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-13 (period ending 2026-06-30) with 10-Q filed 2026-05-14 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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New heading “We depend on distribution partners for call and other consumer traffic, and the loss of distribution partners or a decrease in the volume, quality or economic contribution of traffic from them could adversely affect our business.”

New heading “If we do not maintain a sufficient base of advertisers and distribution partners, the value and scale of our performance advertising services could decline.”

New heading “We depend on the quality and validity of calls and other traffic supplied through our performance advertising network, and failures in our quality controls or qualification processes could harm advertiser relationships and our results.”

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“We depend on the quality and validity of calls and other traffic supplied through our performance advertising network, and failures in our quality controls or qualification processes could harm advertiser relationships and our results.”
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“We depend on distribution partners for call and other consumer traffic, and the loss of distribution partners or a decrease in the volume, quality or economic contribution of traffic from them could adversely affect our business.”
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“If we do not maintain a sufficient base of advertisers and distribution partners, the value and scale of our performance advertising services could decline.”
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“A portion of our performance advertising services depends on distribution partners that supply calls, leads or other consumer traffic to be delivered to advertisers and other customers. Our agreements with many distribution partners may permit termination on short notice and are generally structured on a variable-payment basis tied to revenue, call volume, qualified outcomes or other performance measures. …”
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“We use automated and manual processes, including AI-based analytics, to monitor and classify calls and other traffic and to determine whether specified duration, qualification or business-outcome criteria have been met. Sources of low-quality or invalid traffic may include unwanted solicitations, robocalls, call spam, fraudulent or duplicated activity, misrouted calls, non-human activity and consumers who do not satisfy advertiser targeting criteria. …”
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“Our performance advertising services depend on maintaining sufficient and diverse advertiser demand and a reliable supply of calls and other consumer traffic from distribution partners. Advertisers generally seek measurable outcomes and competitive acquisition costs, while distribution partners seek favorable payment terms and monetization. A reduction in advertiser demand may make our services less attractive to distribution partners, and a reduction in traffic supply or quality may make our services less attractive to advertisers. …”
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Reworded

We had an accumulated deficit of $333.1$333.5 million as of MarchJune 31,30, 2026. Our net expenses may increase based on the initiatives we undertake which for instance, may include increasing our sales and marketing activities, hiring additional personnel, incurring additional costs as a result of being a public company, acquiring additional businesses, and making additional equity grants to our employees. This may result in the reduction of our cash balances or the incurrence of debt.

Reworded

We received approximately 36% and 35% of our revenue from our five largest customers for the three and six months ended MarchJune 31,30, 2026, and the loss of one or more of these customers could adversely impact our results of operations and financial condition.

Reworded

Our five largest customers accounted for approximately 36% and 35% of our total revenues for the three and six months ended MarchJune 31,30, 2026. In particular, our customers in the automotive and related services sectors account for a significant portion of our revenue.

Added

We depend on distribution partners for call and other consumer traffic, and the loss of distribution partners or a decrease in the volume, quality or economic contribution of traffic from them could adversely affect our business.

Added

A portion of our performance advertising services depends on distribution partners that supply calls, leads or other consumer traffic to be delivered to advertisers and other customers. Our agreements with many distribution partners may permit termination on short notice and are generally structured on a variable-payment basis tied to revenue, call volume, qualified outcomes or other performance measures. We may devote significant resources to supporting these relationships, but we cannot assure that they will remain in place, continue to supply traffic at historical levels or quality, or accept economic terms that allow us to operate profitably. Consolidation among search engines, publishers, telecommunications providers, advertising platforms and other sources of consumer traffic may increase the negotiating leverage of larger distribution partners and reduce the number of available sources. The loss of a material distribution partner, deterioration in traffic quality, reduced traffic availability, or less favorable pricing or payment terms could materially adversely affect our business, financial condition and results of operations.

Reworded

Our quarterly results have fluctuated in the past and may fluctuate in the future due to seasonality.seasonality in call volumes, consumer demand, advertising and marketing budgets, and the purchasing cycles of our customers and advertisers. Our experience has shown that during the spring and summer months, call volumes in certain verticals, such as home servicesservices, are generally higher than during other times of the yearyear, andwhile during the latter part of the fourth quarter of the calendar year, we generally experience lower call volumes.volumes and reduced demand for calls from certain performance advertising customers. The extent to which callvolumes volumesor demand may decrease during these off-peak periods is difficult to predict. Prolonged or severe decreases in call volumes during these periods may adversely affect our growth rate and results, and in turn,turn the market price of our securities. Historically, we have seen thisthese trendtrends generally reversingreverse in the first quarter of the calendar yearquarter, with increased call volumes and often new budgets at the beginning of the year for many of our customers withand advertisers whose fiscal years endingend December 31. However, there can be no assurancesassurance suchthat these seasonal trends will consistently repeat each year, particularly as customers and advertisers may adjust budgets, marketing strategies, agency relationships or media tactics throughout the year.

Added

If we do not maintain a sufficient base of advertisers and distribution partners, the value and scale of our performance advertising services could decline.

Added

Our performance advertising services depend on maintaining sufficient and diverse advertiser demand and a reliable supply of calls and other consumer traffic from distribution partners. Advertisers generally seek measurable outcomes and competitive acquisition costs, while distribution partners seek favorable payment terms and monetization. A reduction in advertiser demand may make our services less attractive to distribution partners, and a reduction in traffic supply or quality may make our services less attractive to advertisers. This interdependence may make it difficult to replace lost relationships and could impair our ability to achieve efficient matching, scale and margins. A decline in either side of this network could adversely affect the value of our services, revenue and operating results.

Added

We depend on the quality and validity of calls and other traffic supplied through our performance advertising network, and failures in our quality controls or qualification processes could harm advertiser relationships and our results.

Added

We use automated and manual processes, including AI-based analytics, to monitor and classify calls and other traffic and to determine whether specified duration, qualification or business-outcome criteria have been met. Sources of low-quality or invalid traffic may include unwanted solicitations, robocalls, call spam, fraudulent or duplicated activity, misrouted calls, non-human activity and consumers who do not satisfy advertiser targeting criteria. Our systems may incorrectly classify calls or outcomes, fail to identify invalid traffic, or be affected by incomplete, inaccurate or delayed data. Differing definitions of a qualified call or business outcome, changes to advertiser criteria, and limitations in third-party tracking or feedback data may also lead to billing disputes, credits, refunds or nonpayment. If we cannot consistently deliver and substantiate traffic that advertisers view as valuable, we may incur higher credits or media costs, lose advertisers or distribution partners, face claims or reputational harm, or experience reduced revenue and margins.

Reworded

As of MarchJune 31,30, 2026 and December 31, 2025, Russell Horowitz, our founder, beneficially owned 100% of the outstanding shares of our Class A common stock, which shares represent about 75% of the voting power of all outstanding shares of our capital stock. The holders of our Class A and Class B common stock have identical rights except that the holders of our Class B common stock are entitled to one vote per share, while holders of our Class A common stock are entitled to 25 votes per share on all matters to be voted on by stockholders. This concentration of control could be disadvantageous to our other stockholders with interests different from those of our founder. This difference in the voting rights of our Class A and Class B common stock could adversely affect the price of our Class B common stock to the extent that investors or any potential future purchaser of our shares of Class B common stock give greater value to the superior voting rights of our Class A common stock.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Recent Developments”

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“Marchex and Archenia together harness proprietary AI-powered conversational intelligence and advanced customer acquisition technologies to transform consumer intent into actionable, outcome-driven business results. The combination of Marchex's prescriptive analytics and omnichannel intelligence with Archenia's AI-verified qualification, natural-language analytics, and automated decisioning capabilities creates a highly differentiated customer acquisition and optimization technology platform. …”
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ProductCost Development.of Productrevenue development expenses decreasedincreased $0.3 million, or 11%,4%, to $2.4$8.6 million for the threesix months ended MarchJune 31,30, 2026 from $2.7$8.3 million for the threesix months ended MarchJune 31,30, 2025. As a percentage of revenue, productcost developmentof expensesrevenue werewas 23%40% and 24%36% for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. TheDuring threethe six months ended MarchJune 31,30, 2026 includesdepreciation reorganizationcosts charges ofincreased $0.2 million related to severance. Inclusive of theand $0.2 million of reorganizationother chargescosts associated with customer pilot and other new revenue opportunities. The increase was offset by savings of $0.1 million realized as a result of the decreaseplatform wasmigration primarily attributable to $0.3 million in lower personnel and outside labor costs due the reorganization and realignment of our personnel that occurred in 2025 and 2026.activities.
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“Product Development. Product development expenses decreased $0.5 million, or 20%, to $2.0 million for the three months ended June 30, 2026 from $2.5 million for the three months ended June 30, 2025. As a percentage of revenue, product development expenses were 18% and 21% for the three months ended June 30, 2026 and 2025, respectively. The three months ended June 30, 2026 includes reorganization charges of $0.1 million related to severance. …”
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“Product development expenses decreased $0.8 million, or 15%, to $4.4 million for the six months ended June 30, 2026 from $5.2 million for the six months ended June 30, 2025. As a percentage of revenue, product development expenses were 20% and 23% for the six months ended June 30, 2026 and 2025, respectively. The six months ended June 30, 2026 includes reorganization charges of $0.3 million related to severance. …”
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Removed text topics: ai
“Marchex harnesses the power of AI and conversation intelligence to provide actionable insights derived from prescriptive vertical market data analytics. Marchex enables organizations across business functions to optimize customer acquisitions and experiences, transforming conversations into meaningful business outcomes. Marchex provides AI-powered conversation intelligence solutions for market-leading companies in leading B2B2C vertical markets, including many of the world’s most innovative and successful brands.”
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Added

Marchex and Archenia together harness proprietary AI-powered conversational intelligence and advanced customer acquisition technologies to transform consumer intent into actionable, outcome-driven business results. The combination of Marchex's prescriptive analytics and omnichannel intelligence with Archenia's AI-verified qualification, natural-language analytics, and automated decisioning capabilities creates a highly differentiated customer acquisition and optimization technology platform. Leveraging real-time AI signals, machine-learning models, and deep vertical market expertise, the company identifies consumer intent, improves qualification accuracy, and delivers verified outcomes such as high-intent conversations, appointments, and sales. Serving market leading companies across major verticals including automotive, insurance, home services, healthcare, and advertising/media, Marchex empowers organizations to optimize customer engagement and drive revenue growth through AI-driven insights, actions, and outcomes.

Removed

Marchex harnesses the power of AI and conversation intelligence to provide actionable insights derived from prescriptive vertical market data analytics. Marchex enables organizations across business functions to optimize customer acquisitions and experiences, transforming conversations into meaningful business outcomes. Marchex provides AI-powered conversation intelligence solutions for market-leading companies in leading B2B2C vertical markets, including many of the world’s most innovative and successful brands.

Added

Recent Developments

Added

On July 1, 2026, the Company consummated the previously-announced acquisition of 100% of the outstanding shares of capital stock of Archenia, Inc. from its stockholders, pursuant to the SPA, dated May 8, 2026, by and among the Company and sellers. In acquiring 100% of the outstanding shares of capital stock of Archenia, the Company indirectly acquired all of the assets that support Archenia’s business. See Note 13: Acquisition SPA Information for more information on the SPA and unaudited Pro Forma Combined Statements of Operations for the current year.

Reworded

Revenue decreased $0.8$0.7 million, or 7%,6%, to $10.6$11.0 million for the three months ended MarchJune 31,30, 2026 from $11.4$11.7 million for the three months ended MarchJune 31,30, 2025. Revenue decreased $1.5 million, or 6%, to $21.6 million for the six months ended June 30, 2026 from $23.1 million for the six months ended June 30, 2025. The three and six month comparativecurrent year periods were impacted by certain new sales during the periods as well as offsets during the second half of 2025, largely due to customer migration activities from our legacy platforms onto the new Marchex Engage Platform. These offsets adversely impacted certain revenue run rates entering 2026 as compared to 2025.

Reworded

Cost of Revenue. Cost of revenue wasincreased $4.2$0.3 million, or 7%, to $4.4 million for both the three months ended MarchJune 31,30, 2026 andfrom $4.1 million for the three months ended June 30, 2025. As a percentage of revenue, cost of revenue was 40% and 37%35% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. During the three months ended MarchJune 31,30, 2026 payrolldepreciation costs increased $0.1 million as awell resultas $0.2 million of reorganizationother chargescosts ofassociated $0.1with millioncustomer relatedpilot toand severance.other Thenew increaserevenue was offset by savings of $0.1 million realized as a result of the platform migration activities.opportunities.

Removed

Sales and Marketing. Sales and marketing expenses were $3.3 million for both the three months ended March 31, 2026 and 2025. As a percentage of revenue, sales and marketing expenses were 31% and 29% for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026 payroll costs decreased $0.1 million which was offset by an increase in contract asset amortization charges of $0.1 million. The three months ended March 31, 2026 includes reorganization charges related to severance of $0.4 million.

Reworded

ProductCost Development.of Productrevenue development expenses decreasedincreased $0.3 million, or 11%,4%, to $2.4$8.6 million for the threesix months ended MarchJune 31,30, 2026 from $2.7$8.3 million for the threesix months ended MarchJune 31,30, 2025. As a percentage of revenue, productcost developmentof expensesrevenue werewas 23%40% and 24%36% for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. TheDuring threethe six months ended MarchJune 31,30, 2026 includesdepreciation reorganizationcosts charges ofincreased $0.2 million related to severance. Inclusive of theand $0.2 million of reorganizationother chargescosts associated with customer pilot and other new revenue opportunities. The increase was offset by savings of $0.1 million realized as a result of the decreaseplatform wasmigration primarily attributable to $0.3 million in lower personnel and outside labor costs due the reorganization and realignment of our personnel that occurred in 2025 and 2026.activities.

Reworded

GeneralSales and Administrative.Marketing. GeneralSales and administrativemarketing expenses decreased $1.0$0.9 million, or 32%,28%, to $2.1$2.3 million for the three months ended MarchJune 31,30, 2026 from $3.1$3.2 million for the three months ended MarchJune 31,30, 2025. As a percentage of revenue, generalsales and administrativemarketing expenses were 20%21% and 27% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. TheDuring changethe fromthree priormonths yearended wasJune primarily30, attributable2026 to a decrease in personnelpayroll costs ofdecreased $0.9 million and share-based compensation of $0.2 million, largely due to reorganization charges that occurred in 2025 and reduced the payroll cost run-rate entering 2026.million.

Added

Sales and marketing expenses decreased $0.8 million, or 13%, to $5.6 million for the six months ended June 30, 2026 from $6.4 million for the six months ended June 30, 2025. As a percentage of revenue, sales and marketing expenses were 26% and 28% for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 payroll costs decreased $0.9 million which was offset by an increase in contract asset amortization charges of $0.1 million. The six months ended June 30, 2026 includes reorganization charges related to severance of $0.4 million.

Added

Product Development. Product development expenses decreased $0.5 million, or 20%, to $2.0 million for the three months ended June 30, 2026 from $2.5 million for the three months ended June 30, 2025. As a percentage of revenue, product development expenses were 18% and 21% for the three months ended June 30, 2026 and 2025, respectively. The three months ended June 30, 2026 includes reorganization charges of $0.1 million related to severance. Inclusive of the $0.1 million of reorganization charges the decrease was primarily attributable to $0.5 million in lower personnel and outside labor costs due the reorganization and realignment of our personnel that occurred in 2025 and 2026.

Added

Product development expenses decreased $0.8 million, or 15%, to $4.4 million for the six months ended June 30, 2026 from $5.2 million for the six months ended June 30, 2025. As a percentage of revenue, product development expenses were 20% and 23% for the six months ended June 30, 2026 and 2025, respectively. The six months ended June 30, 2026 includes reorganization charges of $0.3 million related to severance. Inclusive of the $0.3 million of reorganization charges the decrease was primarily attributable to $0.8 million in lower personnel and outside labor costs due the reorganization and realignment of our personnel that occurred in 2025 and 2026.

Added

General and Administrative. General and administrative expenses increased $0.2 million, or 8%, to $2.7 million for the three months ended June 30, 2026 from $2.5 million for the three months ended June 30, 2025. As a percentage of revenue, general and administrative expenses were 25% and 21% for the three months ended June 30, 2026 and 2025, respectively. The change from prior year was primarily attributable to nonrecurring professional service charges related to the acquisition of Archenia of $0.8 million which were offset by a decrease in personnel costs of $0.4 million and share-based compensation of $0.1 million, largely due to reorganization charges that occurred in 2025 and reduced the payroll cost run-rate entering 2026.

Added

General and administrative expenses decreased $0.8 million, or 14%, to $4.8 million for the six months ended June 30, 2026 from $5.6 million for the six months ended June 30, 2025. As a percentage of revenue, general and administrative expenses were 22% and 24% for the six months ended June 30, 2026 and 2025, respectively. The change from prior year was primarily attributable to a decrease in personnel costs of $1.3 million and share-based compensation of $0.3 million, largely due to reorganization charges that occurred in 2025 and reduced the payroll cost run-rate entering 2026, partially offset by nonrecurring professional service charges related to the acquisition of Archenia of $0.8 million.

Reworded

Income Tax. Income tax expense was $0.2$0.1 million and $5.0 thousand for the three months ended June 30, 2026 and 2025, respectively. Income tax expense was $0.3 million and $0.1 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The income tax expense consists primarily of deferred tax expense and U.S. state income taxes. The effective tax rate differed from the expected tax rate of 21% in both years primarily due to the valuation allowance and, non-deductible stock-based compensation related to incentive stock options recorded under the fair-value method, and other non-deductible amounts.

Reworded

At both MarchJune 31,30, 2026 and December 31, 2025, based on all the available evidence, both positive and negative, we determined that it is more likely than not that our deferred tax assets will not be realized and accordingly recorded a full valuation allowance.

Reworded

As of MarchJune 31,30, 2026 and December 31, 2025, wethe Company had cash and cash equivalents of $9.0$8.2 million and $9.9 million, respectively. As of MarchJune 31,30, 2026, wethe Company had current and non-current contractual obligations of $6.0$1.7 million, of which $0.6$0.5 million is for payments due under our facility operating lease.

Reworded

Cash used in operating activities was $0.5$1.2 million during the threesix months ended MarchJune 31,30, 2026. The cash used in operating activities was primarily a result of a net loss of $1.7$2.1 million, adjusted for an increase in cash due to non-cash items of $1.6$2.7 million, which primarily included depreciation, amortization, and stock-based compensation, partially offset by a decrease in cash due to changes in working capital of $0.4$1.8 million. The change in working capital was driven primarily by a decrease in accountsaccrued payablebenefits and an increase in accounts receivable and prepaid expenses,payroll, other currentaccrued assets,expenses, and other assets.liabilities. Cash used in operating activities was $2.6$1.8 million for the threesix months ended MarchJune 31,30, 2025. The cash used in operating activities was primarily a result of a net loss of $2.0$1.9 million adjusted for an increase in cash due to non-cash items of $1.1$2.2 million, which primarily included depreciation, amortization, losses on disposals, and stock-based compensation, and gain on a domain asset sale, offset by a decrease in cash due to changes in working capital of $1.7$2.1 million, which primarily included a decrease in accrued benefits and payroll, other accrued expenses, and other current liabilities and an increase in prepaid expenses, other current assets, and other assets, all partially offset by an increase in accounts receivable.payable.

Reworded

Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 and 2025, was $0.4$0.7 million and $0.3$0.5 million, respectively. During the threesix months ended MarchJune 31,30, 2026 the cash used in investing activities was primarily attributable to software development costs for new products in development, partially offset by proceeds forfrom the prior year domain asset sale. During the threesix months ended MarchJune 31,30, 2025, the cash used in investing activities was also primarily attributable to software development costs for new products in development.development, partially offset by proceeds from the domain asset sale.

Reworded

Cash from financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025 was $2.0$0.1 thousandmillion and $0.2$0.1 million, respectively. During the threesix months ended MarchJune 31,30, 2026, the cash from financing activities was attributable to cash received from the exercise of stock options. During the threesix months ended MarchJune 31,30, 2025, the cash from financing activities was primarily attributable to cash received from the exercise of stock options, partially offset by payments made for equipment financing lease obligations.

Reworded

There have been no significant changes in our critical accounting policies and estimates during the three and six months ended MarchJune 31,30, 2026, as compared to those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026.

MCHX insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding MCHX (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Renaissance Technologies CL B2026-06-301,576,464$2.5M0.0%Reduced 2%
Citadel Advisors (Ken Griffin) CL B2026-06-3017,360$27.9K0.0%Added 4%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when MCHX files, watchlists and downloadable comparisons.