MARCHEX INC

Previous wording

We had an accumulated deficit of $328.2 million as of March 31, 2025. 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 $328.1 million as of June 30, 2025. 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 36% of our revenue from our five largest customers for the three months ended March 31, 2025, 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 35% of our revenue from our five largest customers for both the three and six months ended June 30, 2025, 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 36% of our total revenues for the three months ended March 31, 2025. 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 35% of our total revenues for both the three and six months ended June 30, 2025. In particular, our customers in the automotive and related services sectors account for a significant portion of our revenue.

Previous wording

The Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the “Act”), and the regulations promulgated by the FCC under Title II of the Act, 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.

Current wording

The Communications Act of 1934, as amended by the Telecommunications Act of 1996 (“TA”), and the regulations promulgated by the FCC under Title II of the 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.

Previous wording

In November 2014, we established the 2014 Repurchase Program, which supersedes and replaces any prior repurchase programs, and authorized the Company to repurchase up to 3 million 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, 2025, we did not have any share repurchases under this program and 1,319,128 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, 2025, 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, 2025, 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, 2025, 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.