8-K: Marchex Q4 2025 Results & Archenia Acquisition Update

Marchex reports Q4 2025 revenue decline and increased net loss, while outlining positive 2026 outlook and Archenia acquisition progress.

Summary

• GAAP revenue for the fourth quarter of 2025 was $10.8 million, a decrease from $11.9 million in the fourth quarter of 2024.
• Full year 2025 GAAP revenue was $45.4 million, down from $48.1 million in 2024.
• Net loss for Q4 2025 was $2.3 million, or $(0.05) per diluted share, compared to a net loss of $1.9 million, or $(0.04) per diluted share, in Q4 2024.
• Full year 2025 net loss was $5.2 million, or $(0.12) per diluted share, compared to $4.9 million, or $(0.11) per diluted share, in 2024.
• Adjusted EBITDA was a loss of $1.2 million for Q4 2025, compared to a loss of $0.4 million for Q4 2024. Excluding $1.6 million in reorganization and acquisition-related costs, Adjusted EBITDA would have been a gain of $0.4 million.
• Full year 2025 Adjusted EBITDA was a loss of $0.7 million, compared to a loss of $0.2 million for 2024. Excluding $2.6 million in reorganization and acquisition-related costs, Adjusted EBITDA would have been a gain of $1.9 million.
• Adjusted non-GAAP loss per share for Q4 2025 was $(0.04), compared to $(0.03) for Q4 2024.
• Adjusted non-GAAP loss per share for full year 2025 was $(0.06), consistent with 2024.
• The primary completion of the technology platform migration was achieved by the end of 2025, involving approximately 1,000 customer migrations.
• Marchex and Archenia have created a collaboration framework and are jointly developing and selling initial products, such as AI-verified outcomes and Conversational AI Agents.
• Archenia estimates its revenue for the year ended December 31, 2025, was more than $17 million with positive Adjusted EBITDA (unaudited).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a mixed report. While 2025 financial results show declines, the completion of the platform migration and the strategic Archenia acquisition, coupled with positive 2026 guidance, suggest potential for future improvement.

Positives

• Achieved primary completion of the technology platform migration by the end of 2025, positioning to leverage new AI capabilities and rapidly deliver innovative solutions.
• Anticipates sequential quarterly revenue increases during 2026, with revenue growth on a run rate basis in the 10% range from 2025 year-end levels.
• Anticipates Adjusted EBITDA margins of 10% or more in 2026, driven by increasing revenue growth combined with lower overall operating expenses.
• Views itself as a meaningful AI beneficiary, capable of rapidly developing and deploying new AI-powered products that deliver high customer value and revenue opportunities.
• The proposed acquisition of Archenia, Inc. is expected to create a vertically focused, AI-driven customer acquisition and outcome-optimization platform.
• Archenia estimated over $17 million in revenue and positive Adjusted EBITDA for 2025 (unaudited).
• The potential combined company's revenue run rates are estimated at approximately $15 million quarterly, or $60 million annualized, with potential growth in the 15-20% range in 2026.
• Archenia is expected to contribute additional positive Adjusted EBITDA beyond Marchex's anticipated 10% margins.

Negatives

• GAAP revenue declined in Q4 2025 to $10.8 million from $11.9 million in Q4 2024.
• Full year 2025 GAAP revenue decreased to $45.4 million from $48.1 million in 2024.
• Net loss increased in Q4 2025 to $2.3 million from $1.9 million in Q4 2024.
• Full year 2025 net loss increased to $5.2 million from $4.9 million in 2024.
• Adjusted EBITDA loss widened in Q4 2025 to $1.2 million from $0.4 million in Q4 2024.
• Full year 2025 Adjusted EBITDA loss widened to $0.7 million from $0.2 million in 2024.
• Revenue dilution resulted from the final platform switch over in December 2025, impacting revenue run rates entering 2026.

Risks

• Forward-looking statements involve substantial risks and uncertainties, and actual results could differ materially from expectations.
• Factors that could cause actual results to differ include product demand, order cancellations and delays, competition, changes in business strategy or development plans, and general economic and business conditions.
• The proposed Archenia acquisition is subject to several conditions, including receipt of audited financial statements, a customary fairness opinion, and approval by a majority of Marchex's disinterested stockholders.
• The anticipated benefits and growth acceleration from the potential combination with Archenia are contingent on the successful consummation of the transaction.

Future Outlook

Marchex anticipates Q1 2026 revenue to be in the range of Q4 2025 levels, with Adjusted EBITDA of $500,000 or more. For Q2 2026, revenue is expected to sequentially increase, with Adjusted EBITDA potentially exceeding $1 million. The company projects sequential quarterly revenue increases throughout 2026, aiming for a 10% revenue growth run rate from 2025 year-end levels and Adjusted EBITDA margins of 10% or more. This outlook is contingent on the successful closing of the proposed Archenia transaction and leveraging AI for business acceleration into the second half of the year. The combined company is projected to have current annualized revenue run rates of approximately $60 million, with potential growth in the 15-20% range in 2026.

Management Comments

• "In the fourth quarter, we achieved our goal of the primary completion of our technology platform migration by end of year."
• "While this involved our migrating approximately 1,000 customers to the new platform and some resulting revenue dilution and offsets, we believe that we are now in a strong position with our ability to leverage new AI capabilities and rapidly deliver innovated solutions to our customers."
• "With this significant infrastructure project behind us, in 2026 we believe that we are well positioned to focus on accelerating our revenue growth and margin expansion."

Industry Context

StockSavvy.ai notes that Marchex's focus on AI and conversation intelligence aligns with broader industry trends emphasizing data-driven insights and automation for customer acquisition and experience optimization. The proposed Archenia acquisition further solidifies this strategy, aiming to capitalize on the accelerating shift towards Pay-Per-Event models in the AI-driven customer acquisition market.

Comparison to Industry Standards

• The reported revenue decline and increased net loss for 2025 contrast with the general growth seen in the broader AI and conversation intelligence market, where many players are experiencing rapid expansion.
• Marchex's projected 10% revenue growth run rate for 2026, while positive, is below the higher growth rates (often 20-30%+) reported by some leading SaaS companies in the AI/analytics space, such as Salesforce's Einstein AI or Google Cloud's AI offerings.
• The anticipated 10%+ Adjusted EBITDA margins for 2026 are a positive step towards profitability, but still trail the higher margins achieved by more mature and scaled software companies in the sector.
• Archenia's estimated $17 million revenue and positive Adjusted EBITDA for 2025 suggest a healthy, albeit smaller, player in the performance-based customer acquisition market, comparable to specialized ad-tech firms.

Corporate Governance

Related Party Transactions

• The proposed acquisition of Archenia, Inc. involves certain sellers who are related parties to Marchex, necessitating approval by a special committee of independent directors and disinterested stockholders.

Stakeholder Impact

• Shareholders: Current financial performance shows declines, but the completion of a significant technology migration and the strategic Archenia acquisition offer potential for future revenue growth and margin expansion. The acquisition is subject to shareholder approval.
• Customers: Expected to benefit from new AI capabilities, innovated solutions, and a unified user interface following the platform migration. Potential for enhanced product offerings through the Archenia collaboration.
• Employees: Implied focus on leveraging AI and new product development suggests potential for skill development and strategic shifts. Reorganization costs were incurred.
• Archenia Stockholders: Will be acquired by Marchex, subject to transaction conditions and approvals.

Next Steps

• Focus on accelerating revenue growth and margin expansion in 2026.
• Leverage new AI capabilities and rapidly deliver innovated solutions to customers.
• Continue joint development and selling of initial products with Archenia.
• Enter into a definitive purchase agreement for the Archenia acquisition.
• Receive audited financial statements of Archenia for required periods.
• Receive a customary fairness opinion by a financial advisor selected by the Special Committee.
• Obtain approval of the Archenia transaction by a majority of Marchex's disinterested stockholders.
• Anticipated closing of the Archenia transaction in June 2026.

Key Dates

Recommendation

While 2025 financial results show a decline in revenue and increased losses, the company has completed a significant technology migration and has a clear strategic path forward with the proposed Archenia acquisition. The positive outlook for 2026, including anticipated revenue growth and improved Adjusted EBITDA margins, suggests potential for recovery. However, the acquisition is not yet finalized and 2025 performance was weak, warranting a "Hold" as investors await execution on the stated 2026 goals and the successful closing of the Archenia deal.

Keywords

Marchex, MCHX, Earnings, Q4 2025, Full Year 2025, Financial Results, AI, Conversation Intelligence, Archenia, Acquisition, Technology Platform, Revenue, Adjusted EBITDA, Net Loss, Forward-Looking Statements, Corporate Governance, Nasdaq