MARCHEX INC
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
MCHX$1.30-1.5%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001193125-26-224062
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001193125-26-349234
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 126 current paragraphs.
114 unchanged; 6 reworded; 6 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
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.
Current report
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.
Current report
If we do not maintain a sufficient base of advertisers and distribution partners, the value and scale of our performance advertising services could decline.
Current report
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.
Current report
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.
Current report
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 paragraphs (6)
Previous wording
We had an accumulated deficit of $333.1 million as of March 31, 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.
Current wording
We had an accumulated deficit of $333.5 million as of June 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.
Previous wording
We received approximately 35% of our revenue from our five largest customers for the three months ended March 31, 2026, and the loss of one or more of these customers could adversely impact our results of operations and financial condition.
Current wording
We received approximately 36% and 35% of our revenue from our five largest customers for the three and six months ended June 30, 2026, and the loss of one or more of these customers could adversely impact our results of operations and financial condition.
Previous wording
Our five largest customers accounted for approximately 35% of our total revenues for the three months ended March 31, 2026. In particular, our customers in the automotive and related services sectors account for a significant portion of our revenue.
Current wording
Our five largest customers accounted for approximately 36% and 35% of our total revenues for the three and six months ended June 30, 2026. In particular, our customers in the automotive and related services sectors account for a significant portion of our revenue.
Previous wording
Our quarterly results have fluctuated in the past and may fluctuate in the future due to seasonality. Our experience has shown that during the spring and summer months, call volumes in certain verticals, such as home services are generally higher than during other times of the year and during the latter part of the fourth quarter of the calendar year, we generally experience lower call volumes. The extent to which call volumes 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, the market price of our securities. Historically, we have seen this trend generally reversing in the first quarter of the calendar year with increased call volumes and often new budgets at the beginning of the year for many of our customers with fiscal years ending December 31. However, there can be no assurances such seasonal trends will consistently repeat each year.
Current wording
Our quarterly results have fluctuated in the past and may fluctuate in the future due to 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 services, are generally higher than during other times of the year, while during the latter part of the fourth quarter we generally experience lower call volumes and reduced demand for calls from certain performance advertising customers. The extent to which volumes or demand may decrease during off-peak periods is difficult to predict. Prolonged or severe decreases may adversely affect our growth rate and results, and in turn the market price of our securities. Historically, we have seen these trends generally reverse in the first quarter, with increased call volumes and new budgets for many customers and advertisers whose fiscal years end December 31. However, there can be no assurance that 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.
Previous wording
In May 2025, we established the 2025 Repurchase Program, which supersedes and replaces any prior repurchase programs, and authorized the Company to repurchase up to 3,000,000 shares in the aggregate of the Company’s Class B common stock. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. During the three months ended March 31, 2026, we did not have any share repurchases under this program or any superseded program and 3,000,000 of Class B common shares remain available for purchase under the plan.
Current wording
In May 2025, we established the 2025 Repurchase Program, which supersedes and replaces any prior repurchase programs, and authorized the Company to repurchase up to 3,000,000 shares in the aggregate of the Company’s Class B common stock. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. During the three and six months ended June 30, 2026, we did not have any share repurchases under this program or any superseded program and 3,000,000 of Class B common shares remain available for purchase under the plan.
Previous wording
During the three months ended March 31, 2026, no directors or officers of the Company, as defined in Rule 16a-1(f), have adopted and/orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Current wording
During the three and six months ended June 30, 2026, no directors or officers of the Company, as defined in Rule 16a-1(f), have adopted and/orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.