Marchex Inc. (NASDAQ: MCHX) entered into a stock purchase agreement on May 8, 2026, to acquire all outstanding shares of Archenia Inc. for $10 million in convertible promissory notes, according to a company statement.

The base consideration consists of convertible notes with 6% interest, payable in three equal tranches over 12-, 18- and 24-month periods following the closing date. The notes can be converted into Marchex Class B common stock at $1.80 per share.

The agreement includes potential earn-out consideration of up to 4 million additional Class B shares. Marchex will issue 2 million shares for each of the first two 12-month periods after closing if Archenia's revenue or adjusted EBITDA exceed pre-closing levels and the company meets specified integration or customer retention targets.

A special committee of independent directors approved the transaction due to related party considerations among the sellers. The committee retained Craig-Hallum Capital Group LLC as financial advisor, which provided a fairness opinion on the purchase price. DLA Piper LLP served as independent legal counsel to the special committee.

The transaction requires approval from a majority of Marchex stockholders not involved in the deal, along with other standard closing conditions. The agreement includes customary representations, warranties, covenants, termination rights and indemnification provisions with specified limitations.

Marchex expects the transaction to close in early third quarter 2026, subject to receiving stockholder approval and satisfying other closing conditions.