Marchex Inc-B 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROMTOFor the transition period fromto.Commission File Number 000-50658Marchex, Inc. (Exact name of Registrant as specified in its Charter) Registrant’s telephone number, including area code: (206) 331-3300 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of Class Bcommon stock on The NASDAQ Stock Market on June 30, 2025 was $74,349,596.The number of shares of Registrant’s Class A common stock outstanding as of April 10, 2026 was 4,660,927. The number of shares of Registrant’s Class B common stock outstanding as of April 10, 2026 was 39,636,247. EXPLANATORY NOTE Marchex, Inc. (“we,” “us,” “our,” “Marchex,” or "the Company") is filing this Amendment No. 1 on Form 10-K/A (this“Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), asoriginally filed with the United States Securities and Exchange Commission (“SEC”) on March 26, 2026. The purpose of thisAmendment is to include Part III information which will be incorporated by reference for our definitive proxy statement for our2026 Annual Meeting of Stockholders. This information was previously omitted from the 10-K in reliance on General InstructionG(3) to Form 10-K, which permits the Part III information to be incorporated in our Form 10-K by reference from our definitiveproxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to includePart III information in our Form 10-K because a definitive proxy statement containing such information will not be filed by theCompany within 120 days after the end of the fiscal year covered by our Form 10-K. The reference on the cover to the Form 10-Kto the incorporation by reference to portions of our definitive proxy statement into Part III of the Form 10-K is hereby deleted. In accordance with Rule 12b-15 under the United States Securities Exchange Act of 1934, as amended, the cover page to theForm 10-K, Part III, Items 1