☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	Sincerely,
	/s/ Christopher Lien
	Christopher Lien
	Chief Executive Officer

Time and Date:	, 2025 at 9:30 a.m. Pacific Daylight Time
Place:	Virtual meeting via a live interactive webcast on the Internet at www.virtualshareholdermeeting.com/MRIN2025SM
Items of Business:	1.	To consider and vote upon the following proposals: A proposal to approve the voluntary dissolution and liquidation (the “Dissolution”) of Marin Software Incorporated (the “Company,” “Marin” or “we,” “us” and “our”) pursuant to a Plan of Dissolution (such plan, the “Plan of Dissolution”, and such proposal, the “Dissolution Proposal”), but subject to the Company’s ability to abandon or delay the Plan of Dissolution in accordance with the terms thereof.
	2.	A proposal to grant discretionary authority to Marin’s board of directors (the “Board”) to adjourn the Special Meeting, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies in the event there are insufficient shares present in person (including virtually) or by proxy voting in favor of the Dissolution Proposal (such proposal, the “Adjournment Proposal”).
Record Date:	Only stockholders of record at the close of business on   , 2025 are entitled to notice of, and to vote at, the special meeting of stockholders (the “Special Meeting”) of the Company and any adjournments thereof.
Proxy Voting:	Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact the Marin Investor Relations Department through our website at http://investor.marinsoftware.com/contact-ir or, if you are a registered holder, through our transfer agent, Broadridge Corporate Issuer Solutions, Inc., by email at shareholder@broadridge.com, through its website at www.shareholder.broadridge.com or by phone at (800) 690-6903.

	By Order of the Board of Directors,
	/s/ Christopher Lien
	Christopher Lien
	Chief Executive Officer

SUMMARY		6
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		12
FORWARD-LOOKING STATEMENTS		20
RISK FACTORS TO BE CONSIDERED BY STOCKHOLDERS IN DECIDING WHETHER TO APPROVE THE PLAN OF DISSOLUTION		21
THE SPECIAL MEETING		25
PROPOSAL 1: APPROVAL OF PLAN OF DISSOLUTION		30
PROPOSAL 2: APPROVAL OF ADJOURNMENT OF SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES		45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		46
ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE		48
OTHER MATTERS		49
APPENDIX A – PLAN OF LIQUIDATION AND DISSOLUTION OF MARIN SOFTWARE INCORPORATED		50

(i)

a Proposal to approve the voluntary dissolution and liquidation (the “Dissolution”) of Marin pursuant to a Plan of Dissolution (such plan, the “Plan of Dissolution”, and such Proposal, the “Dissolution Proposal”), but subject to Marin’s ability to abandon or delay the Plan of Dissolution in accordance with the terms thereof; and

(ii)

a Proposal to grant discretionary authority to the Board to adjourn the Special Meeting, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies in the event there are insufficient shares present in person (including virtually) or by proxy voting in favor of the Dissolution Proposal (the “Adjournment Proposal”).

•

prosecuting and defending suits, whether civil, criminal or administrative, by or against Marin;

•

converting Marin’s assets into cash or cash equivalents;

•

discharging or making provision for discharging Marin’s liabilities;

•

withdrawing from all jurisdictions in which Marin is qualified to do business;

•

distributing Marin’s remaining property among its stockholders according to their interests; and

•

doing every other act necessary to wind up and liquidate Marin’s business and affairs, but not for the purpose of continuing the business for which Marin was organized.

•

the filing of a Certificate of Dissolution with the Delaware Secretary of State;

•

the cessation of all of Marin’s business activities except those relating to winding up and liquidating its business and affairs, including, but not limited to, prosecuting and defending suits by or against Marin;

•

the collection, sale, exchange or other disposition of all or substantially all of Marin’s non-cash property and assets in one transaction or in several transactions;

•

the defense, resolution and/or settlement of any litigation against Marin, and the making of reasonable provision to pay insurance retentions and legal fees in connection with any such lawsuit or claim;

•

the payment of or the making of reasonable provision to pay all known claims and obligations, including all contingent, conditional or un-matured contractual claims known to Marin;

•

the making of such provision as will be reasonably likely to be sufficient to satisfy any claims that have not been made known to Marin or that have not arisen but that, based on facts known to Marin, are likely to arise or become known to Marin within ten years after the date of dissolution;

•

the setting aside of a reserve consisting of cash and/or property to satisfy such claims and contingent obligations;

•

the payment of any liquidating distribution to Marin’s stockholders of record, determined as of the Final Record Date;

•

the pro rata distribution to Marin’s stockholders of the remaining assets of Marin after payment or provision for payment of claims against and obligations of Marin; and

•

the taking of any and all other actions permitted or required by Delaware law and any other applicable laws and regulations.

A:

We have sent you this proxy statement and the enclosed form of proxy card because our Board is soliciting your proxy to vote at the Special Meeting. You are invited to attend our virtual Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares of common stock. Instead, you may simply complete, sign and return the enclosed proxy card, follow the instructions below to submit your proxy over the telephone or on the Internet, or follow the instructions received from your broker, bank or other nominee if you hold your shares of common stock in “street” name. Refer to “How do I vote?” below.

A:

We urge you to carefully read and consider this entire proxy statement and the annexes to this proxy statement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the current financial condition of the Company, the efforts of the Board and the Company’s management to maximize stockholder value, and the Dissolution Proposal and how both affect you as a stockholder.

A:

The Special Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting virtually at www.virtualshareholdermeeting.com/MRIN2025SM, where you will be able to vote electronically and submit questions during the Meeting.

A:

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/MRIN2025SM, on    , 2025 at 9:30 a.m. Pacific Time.

A:

Except as noted below, only stockholders of the Company’s common stock held by such stockholder as of the close of business on the Record Date (   , 2025) are entitled to receive notice of the Special Meeting and to vote the shares of our common stock that they held at that time at the Special Meeting. On the Record Date, there were _______________ shares of common stock outstanding and entitled to vote.

A:

The Preferred Share is one share of Series A Preferred Stock, par value of $0.001, issued to Christopher Lien, our Chief Executive Officer. If the number of shares that vote “for” the Dissolution Proposal is greater than the number of shares that vote “against” or “abstain” on the Dissolution Proposal, the Preferred Share votes with the “for” shares to effectively exceed the required vote for the Dissolution Proposal and approve the Dissolution Proposal, even if the number of shares that vote “for” the Dissolution Proposal would not have met the required vote for the Dissolution Proposal on their own.

1.

To approve the Dissolution Proposal.

2.

To approve the Adjournment Proposal.

●

“FOR” the Dissolution Proposal; and

●

“FOR” the Adjournment Proposal.

Q:	How do I vote?

A:	For each proposal, you may vote “FOR” or “AGAINST” or abstain from voting. The procedures for voting are described below.

●

To vote online during the Special Meeting, follow the provided instructions to join the Special Meeting at www.virtualshareholdermeeting.com/MRIN2025SM, starting at 9:30 a.m. Pacific Time on   , 2025. The webcast will open 15 minutes before the start of the Special Meeting.

●

To vote in advance of the Special Meeting through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your Internet vote must be received by 11:59 p.m. Eastern Time on   , 2025 to be counted.

●

To vote in advance of the Special Meeting by telephone, dial 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on   , 2025 to be counted.

●

To vote using the enclosed proxy card, complete, sign and date the enclosed proxy card and return it promptly in the accompanying postage-paid envelope. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.

Q:	What is the difference between holding shares as a Record Holder and as a Beneficial Owner (holding shares in street name)?

A:

If your shares are registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

Q:	What happens if I do not give specific voting instructions?

A:

Stockholders of Record. If you are a stockholder of record and you:

•

indicate when voting on the internet or by telephone that you wish to vote as recommended by our Board or

•

sign and return a proxy card without giving specific voting instructions,

A:

On each matter to be voted upon, you have one vote for each share of common stock you owned as of the close of business on the Record Date.

A:

Dissolution Proposal - The affirmative vote of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the Special Meeting is required to approve the Dissolution Proposal. Except for purposes of determining whether the Preferred Share can be voted, if you fail to authorize a proxy or vote online at the Special Meeting, abstain from voting at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such failure will have the same effect as a vote cast “AGAINST” this Proposal.

A:

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares of common stock will be voted, as applicable:

●

“FOR” the Dissolution Proposal; and

●

“FOR” the Adjournment Proposal.

A:

Yes. Any person signing a proxy card in the form accompanying this proxy statement has the power to revoke it at any time before it is voted. Registered holders may revoke a proxy by (1) signing and returning a proxy card with a later date, (2) delivering a written notice of revocation to Broadridge, 51 Mercedes Way, Edgewood, New York 11717, (3) voting again by telephone or over the Internet or (4) attending and voting at the Meeting (following the instructions at www.virtualshareholdermeeting.com/MRIN2025SM). The mere presence at the Special Meeting of a stockholder who has previously appointed a proxy will not revoke the appointment. Please note, however, that if a stockholder’s shares of our common stock are held of record by a broker, bank, trustee or other nominee and that stockholder wishes to revoke a proxy, the stockholder must contact that firm to revoke any prior voting instructions. In the event of multiple online or telephone votes by a stockholder, each vote will supersede the previous vote and the last vote cast will be deemed to be the final vote of the stockholder unless such vote is revoked at the Special Meeting.

Q:	If my broker holds my shares of common stock in “street name,” will my broker vote my shares of common stock for me?

A:

No. Your broker, bank or other nominee is permitted to vote your shares of common stock on any Proposal to be considered at the Special Meeting only if you instruct your broker, bank or other nominee how to vote. You should follow the procedures provided by your broker, bank or other nominee to vote your shares. Without instructions, your shares will not be voted on any Proposals, which will have the same effect as if you voted “AGAINST” the Dissolution Proposal.

A:

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors, executive officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks or other nominees for the cost of forwarding proxy materials to beneficial owners. In addition, we have engaged Alliance Advisors LLC (“Alliance Advisors”) to assist in the solicitation of proxies and provide related advice and informational support, for a services fee of $14,000, plus an additional fee based on the number of phone calls made to stockholders.

A:

If you receive more than one set of proxy materials, your shares of common stock may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy card in each set of proxy materials to ensure that all of your shares are voted.

A:

The presence, in person or by proxy duly authorized, of the holders of record of one-third of the voting power of all outstanding shares of our stock entitled to vote at the Special Meeting shall constitute a quorum for the transaction of business at the Special Meeting. The Special Meeting will be held virtually; therefore only shares present virtually or represented by proxy at the Special Meeting will be counted in determining whether a quorum is present. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee), if you vote at the Special Meeting or if you attend the Special Meeting virtually but abstain from voting. The Special Meeting may be adjourned whether or not a quorum is present. If you hold your shares of common stock in “street name” and do not give any instruction to your broker, bank or other nominee as to how your shares of common stock should be voted at the Special Meeting, those shares of common stock will not be entitled to vote on any Proposal at the Special Meeting and will not be counted for purposes of establishing a quorum. For purposes of determining the existence of a quorum, the Preferred Share shall be deemed to entitle the holder thereof to have such voting power that is equal to the number of shares of common stock outstanding as of the Record Date.

A:

Voting results will be tabulated and certified by the inspector of elections appointed for the Special Meeting. The preliminary voting results will be announced at the Special Meeting and posted on our website at http://investor.marinsoftware.com. The final results will be tallied by the inspector of elections and filed with the SEC in a Current Report on Form 8-K within four business days of the Special Meeting.

A:

If you have additional questions about the Special Meeting or need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of this proxy statement or the enclosed proxy card, please contact Alliance Advisors LLC, our proxy solicitor:

A:

Yes. You should carefully review the section entitled “Risk Factors to be Considered by Stockholders in Deciding whether to Approve the Plan of Dissolution” beginning on page 21 of this proxy statement.

A:

The Company’s directors and executive officers may have interests in the Dissolution that are different from the interests of Marin stockholders, including related to consulting/service arrangements and indemnifying and insuring our directors and executive officers. See “Proposal 1: Approval of Plan of Dissolution–Interests of Certain Persons in the Dissolution” beginning on page 38 of this proxy statement.

A:

Once the Board determines to effect the Dissolution, if the Certificate of Dissolution is filed with the Secretary of State, our common stock (if not previously delisted and deregistered) will be delisted from Nasdaq. Whether or not the Dissolution is completed, we will have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act until we have exited from such reporting requirements. We plan to initiate steps to exit from such reporting requirements in order to curtail expenses as soon as practicable in connection with effecting the Dissolution. See “Risk Factors to be Considered by Stockholders in Deciding whether to Approve the Plan of Dissolution”.

A:

No. Delaware law does not provide for stockholder appraisal or dissenters’ rights in connection with the Dissolution.

A:

Under the Plan of Dissolution, the Company will file a Certificate of Dissolution with the Delaware Secretary of State, the Company’s jurisdiction of incorporation, to dissolve the Company as a legal entity. The Board, in its sole discretion, will determine whether to proceed with the Dissolution and the timing for this filing. Further, in connection with the Dissolution, the Company may sell any of its non-cash assets. We expect to distribute all of our remaining assets, in excess of the amount to be used by us to pay claims and fund the reserves and pay our operating expenses through the completion of the Dissolution and winding-up process, to our stockholders.

A:

The amount of cash that may ultimately be received by the Company’s stockholders is not yet known. There are many factors that may affect the amounts available for distribution to the Company’s stockholders, including, among other things, the amount of taxes, transaction fees, expenses relating to the Dissolution, the sale of any non-cash assets of the Company and unanticipated or contingent liabilities that may arise. No assurance can be given as to the amounts the Company’s stockholders will ultimately receive. If the Company has underestimated its existing obligations and liabilities or if unanticipated or contingent liabilities arise, the amount ultimately distributed to the Company’s stockholders could be less than the range set forth above and could even result in no payout to the Company’s stockholders.

A:

If stockholder approval is received for the Dissolution Proposal, the Board plans to commence the Dissolution of the Company pursuant to the Plan of Dissolution as soon as practicable (although the timing to commence the Dissolution is at the sole discretion of the Board of Directors). Upon filing the Certificate of Dissolution, we will cease conducting our business and exist for only limited purposes related to winding up the Company, which we expect to complete within three (3) years of the effective time of the Dissolution. We expect any initial distributions to stockholders to occur during that window, and likely within nine (9) to twelve (12) months from the effective time of the Dissolution.

•

if any of Marin’s estimates regarding the Plan of Dissolution, including the expenses to satisfy outstanding obligations, liabilities and claims during the liquidation process, are inaccurate;

•

if litigation is brought against Marin or its directors and officers;

•

if unforeseen claims are asserted against Marin, Marin will have to defend or resolve such claims or establish a reasonable reserve before making distributions to its stockholders;

•

if the net proceeds received by Marin for its non-cash property and assets, including Potential Asset Sale Proceeds, are significantly lower than Marin’s estimates;

•

if any of Marin’s estimates regarding the expenses to be incurred in the liquidation process, including expenses of personnel required and other operating expenses (including legal, accounting and other professional fees) necessary to dissolve and liquidate Marin, are inaccurate; and

•

if Marin is unable to obtain relief from certain reporting requirements under the Exchange Act, Marin will continue to incur significant expenses related to ongoing reporting obligations.

PROPOSAL NO.		PROPOSAL DESCRIPTION		VOTE REQUIRED FOR APPROVAL		EFFECT OF ABSTENTIONS (NON-VOTES)		EFFECT OF BROKER NON- VOTES
ONE		The Dissolution Proposal To approve the voluntary dissolution and liquidation of Marin pursuant to the Plan of Dissolution.		“FOR” votes of the holders of a majority of the voting power of the shares of capital stock of Marin outstanding as of the close of business on the Record Date.		Against		Against
TWO		The Adjournment Proposal To grant discretionary authority to the Board to adjourn the Special Meeting, from time to time, to a later date or dates, for the purpose of soliciting additional proxies.		“FOR” votes from a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal.		Against		No effect

•

prosecuting and defending suits, whether civil, criminal or administrative, by or against Marin;

•

converting Marin’s assets into cash or cash equivalents;

•

discharging or making provision for discharging Marin’s liabilities;

•

withdrawing from all jurisdictions in which Marin is qualified to do business;

•

distributing Marin’s remaining property among its stockholders according to their interests; and

•

doing every other act necessary to wind up and liquidate Marin’s business and affairs, but not for the purpose of continuing the business for which Marin was organized.

•

the fact that Marin’s revenues are declining;

•

the fact that Marin expects to continue to incur significant operating losses, experience negative operating cashflows and spend down its dwindling cash resources;

•

the fact that there is a substantial doubt about Marin’s ability to continue as a going concern;

•

the fact that Marin expects that it may be required to initiate further headcount reductions and other cost savings activities;

•

the fact that Marin remains a publicly traded company, complete with the substantial accounting, legal and other expenses typical for a public company;

•

the fact that Marin engaged a financial advisor and conducted an evaluation to identify strategic alternatives, including a merger, asset sale or other corporate transaction;

•

the fact that Marin’s efforts to date to explore and complete a strategic transaction that would have a reasonable likelihood providing value to our stockholders in excess of the amount stockholders would receive in a liquidation have been unsuccessful;

•

the anticipated timing of liquidating distributions of cash to Marin’s stockholders in a dissolution compared to other potential strategic alternatives;

•

the terms and conditions of the Plan of Dissolution, including the provisions that permit the Board to abandon the plan prior to the effective time of the dissolution if it determines that, in light of new proposals presented or changes in circumstances, the Dissolution is no longer advisable and in Marin’s best interests and the best interests of Marin’s stockholders;

•

the fact that Delaware corporate law requires that the dissolution of a corporation be approved by the affirmative vote of a majority of the voting power of the outstanding shares of capital stock of Marin, which ensures that the Board will not be taking actions with respect to the Dissolution of which a majority of Marin’s stockholders disapprove; and

•

the fact that approval of the Plan of Dissolution by the requisite vote of Marin’s stockholders authorizes the Board and officers to implement and amend the Plan of Dissolution without further stockholder approval.

•

the uncertainty of the timing, nature and amount of any liquidating distributions to stockholders;

•

the possibility that liquidation would not yield distributions to stockholders in excess of the amount that stockholders could have received upon a sale or other transaction involving Marin or a sale of shares on the open market;

•

the risks associated with the sale of Marin’s non-cash assets as part of the Plan of Dissolution;

•

the possibility that the price of Marin’s common stock might have increased in the future to a price greater than the current price or the value of the assets distributed in liquidation;

•

the possibility that certain of Marin’s executive officers and directors may have financial interests in the Dissolution that may be different from, or in addition to, the interests of Marin’s stockholders generally;

•

the risk that Marin’s stockholders may be required to return to creditors some or all of the liquidating distributions; and

•

the fact that, if the Plan of Dissolution is approved by Marin’s stockholders, Marin anticipates that stockholders would generally not be permitted to transfer shares of Marin’s common stock after the effective date of Marin’s filing of the Certificate of Dissolution with the Delaware Secretary of State.

•

the settling and closing of any business;

•

the disposition and conveyance of any property;

•

the discharge of any liabilities, including making reasonable provision for contingent and likely future claims;

•

the prosecution and defense of any lawsuits; and

•

the distribution of any remaining assets to stockholders.

•

the filing of a Certificate of Dissolution with the Delaware Secretary of State;

•

the cessation of all of Marin’s business activities except those relating to winding up and liquidating its business and affairs, including, but not limited to, prosecuting and defending suits by or against Marin;

•

the collection, sale, exchange or other disposition of all or substantially all of Marin’s non-cash property and assets, if any, in one transaction or in several transactions;

•

the defense, resolution and/or settlement of any litigation against Marin, and the making of reasonable provision to pay insurance retentions and legal fees in connection with any such lawsuit or claim;

•

the payment of or the making of reasonable provision to pay all known claims and obligations, including all contingent, conditional or un-matured contractual claims known to Marin;

•

the making of such provision as will be reasonably likely to be sufficient to satisfy any claims that have not been made known to Marin or that have not arisen but that, based on facts known to Marin, are likely to arise or become known to Marin within ten years after the date of dissolution;

•

the setting aside of a reserve consisting of cash and/or property to satisfy such claims and contingent obligations;

•

the payment of any liquidating distribution to Marin’s stockholders of record, determined as of the Final Record Date;

•

the pro rata distribution to Marin’s stockholders of the remaining assets of Marin after payment or provision for payment of claims against and obligations of Marin; and

•

the taking of any and all other actions permitted or required by Delaware law and any other applicable laws and regulations.

•

that there will be no lawsuits filed against Marin or its officers or directors prior to or following the approval of the dissolution and liquidation pursuant to the Plan of Dissolution;

•

that the Dissolution will be completed within three years;

•

a reserve of approximately $100,000 to pay expenses and satisfy unknown, contingent and/or conditional liabilities during the three-year period following the effective date of the filing of the Certificate of Dissolution;

•

the receipt by Marin of Potential Asset Sale Net Proceeds consistent with Marin’s current expectations; and

•

that the amount of Marin’s estimated expenses to complete the Dissolution will not exceed the estimates contained in the table below.

•

ongoing operating expenses;

•

expenses, including retention amounts, incurred in connection with extending Marin’s directors’ and officers’ insurance coverage;

•

expenses incurred in connection with the Dissolution;

•

taxes imposed upon Marin and any of its assets; and

•

professional, legal, consulting and accounting fees.

•

during the liquidation of Marin’s assets, Marin will pay certain of its officers, directors, service providers and agents, or any of them, compensation for services rendered in connection with the implementation of the Plan of Dissolution. Such compensation is not expected to be materially different from the compensation that would be paid to an outside party for similar services;

•

as of April 15, 2025, Marin’s directors and executive officers beneficially held an aggregate of 301,383 shares of Marin’s common stock, including an aggregate of 47,156 options with exercise prices ranging from $24.00 to $268.38 per share of common stock. The estimated aggregate value of such shares of Marin’s common stock as of April 15, 2025 (based upon the $0.55 per share closing price of Marin’s common stock as of such date) is $165,761, or $139,825 excluding the value of all options exercisable. Marin’s directors and executive officers who own shares of Marin’s common stock will be entitled to receive, on the same terms and conditions as Marin’s other stockholders, the same distributions and other benefits that Marin’s stockholders would receive when Marin makes liquidating distributions to Marin’s stockholders of record; and

•

Marin’s directors and officers may be entitled to indemnification and insurance coverage from Marin.

Plan category			Number of securities to be issued upon exercise of outstanding options and restricted stock units (#)			Weighted- average exercise price of outstanding options ($)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(#)
			(a)			(b)			(c)
Equity compensation plans approved by security holders			56,395(1)			65.62(2)			449,586(3)
Equity compensation plans not approved by security holders			—			—			—
Total			56,395			65.62			449,586

Name of Beneficial Owner			Number of Shares Beneficially Owned			Value of Common Stock ($)		Percentage of Shares Beneficially Owned		Percentage of Voting Shares Outstanding
Directors and Named Executive Officers
L. Gordon Crovitz			39,910			$21,951		1.2		1.0
Donald P. Hutchison			39,917			$21,954		1.2		1.0
Brian Kinion			39,299			$21,614		1.2		1.1
Christopher Lien			57,340			$31,537		1.8		1.4
Daina Middleton			44,958			$24,529		1.4		1.1
Diena Lee Mann			18,743			$10,309		*		*
Wister Walcott			44,282			$24,355		1.4		1.2
Robert Bertz			17,294			$9,512		*		*
All directors and named executive officers as a group (8 persons)(9)			301,383			$165,761		9.3		8.0

•

Term: The agreement initially became effective on January 28, 2021 and automatically renewed for a subsequent three-year period beginning as of January 28, 2024, and a new three-year term commenced when the agreement was amended and restated effective March 15, 2025. A “qualifying termination” is defined as (1) a “change in control qualifying termination”, or a separation occurring within five months preceding or 12 months following a change in control resulting from termination of the individual’s employment for any reason other than cause or the individual voluntarily resigning his employment for good reason; or (2) a separation that is not a “change in control qualifying termination” resulting from termination of the individual’s employment for any reason other than cause or the individual voluntarily resigning his employment for good reason. The agreement shall automatically renew and continue in effect for three-year periods from each scheduled expiration date, unless the Company provides notice of non-renewal at least three months prior to a scheduled expiration date.

•

Termination other than in connection with a change in control. In the event of a termination without cause other than in connection with a change in control, the executive would be entitled to receive severance benefits equal to three months of his then current annual base salary (which previously had been three months), 25% of the executive’s annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for three months.

•

Termination in connection with a change in control. In the event of a qualifying termination, following a change in control (as defined in the severance agreement) of our Company, the executive would be entitled to receive severance benefits equal to 12 months of his then-current annual base salary (which previously had been six months), 100% of the executive’s annual target bonus at the then-current rate (which previously had been 50% plus the pro rata portion of his unpaid target bonus for the period of completed service) and the monthly benefits premium under COBRA for 12 months (which previously had been six months). In addition, the shares underlying all unvested equity awards held by him immediately prior to such termination will become vested and exercisable in full.

•

an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes;

•

a corporation or any other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust, if (a) a U.S. court can exercise primary supervision over the administration of the trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) can control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

•

each of our current directors or director nominees;

•

each of our named executive officers during fiscal 2023; and

•

all of our directors, director nominees and executive officers as a group.

Name of Beneficial Owner	​	​	Number of Shares Beneficially Owned	​	​	Percent Owned
Directors and Named Executive Officers	​	​		​	​
L. Gordon Crovitz(1)	​	​	39,910	​	​	1.2
Donald P. Hutchison(2)	​	​	39,917	​	​	1.2
Brian Kinion(3)	​	​	39,299	​	​	1.2
Christopher Lien(4)	​	​	57,340	​	​	1.8
Daina Middleton(5)	​	​	44,958	​	​	1.4
Diena Lee Mann(6)	​	​	18,743	​	​	*
Wister Walcott(7)	​	​	44,282	​	​	1.4
Robert Bertz(8)	​	​	17,294	​	​	*
All directors and named executive officers as a group (8 persons)(9)	​	​	301,383	​	​	9.3