Marin Software Inc

Marin Software Incorporated (the “Company” or “we,” “us” and “our”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Quarterly Report”) by the prescribed filing date or the five-day extension permitted by the rules of the Securities and Exchange Commission (the “SEC”). As previously announced, on July 1, 2025, the Company filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing a chapter 11 case for the Company (the “Chapter 11 Case”). The case number is 25-11263 and the case is styled as In re Marin Software Incorporated . Additional information regarding the Chapter 11 Case is available at www.donlinrecano.com/mrin. The documents and other information on this website are not part of this Form 12b-25 and shall not be incorporated by reference. The Company continues to operate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, orders of the Bankruptcy Court, and applicable non-bankruptcy law. During the pendency of the Chapter 11 Case, the Company’s management team and other personnel have devoted significant time and attention to materials and workflows required in connection with the Chapter 11 Case. Additionally, the Company has limited financing, accounting and administrative personnel as part of the Company’s efforts to minimize operating expenses during the pendency of the Chapter 11 Case. The Company expects to file monthly operating reports with the Bankruptcy Court, and will report the filing of those reports in a Current Report on Form 8-K

Marin Software Incorporated (the “Company” or “we,” “us” and “our”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Quarterly Report”) by the prescribed filing date or the five-day extension permitted by the rules of the Securities and Exchange Commission (the “SEC”). As previously announced, on April 9, 2025, the Board of Directors of the Company (the “Board”) approved a Plan of Liquidation and Dissolution (the “Plan of Dissolution”), which provides for the dissolution and liquidation of the Company (the “Dissolution”) under the Delaware General Corporation Law (the “DGCL”) and is currently seeking stockholder approval of the Plan of Dissolution at a special meeting currently scheduled for June 11, 2025 (the “Special Meeting”). If the stockholders approve the Dissolution pursuant to the Plan of Dissolution, the Company currently plans to file a Certificate of Dissolution with the Secretary of State of the State of Delaware and proceed with the Dissolution in accordance with the Plan of Dissolution and DGCL as soon as practical following the Special Meeting; however, such filing may be delayed or not filed at all as determined by the Board in its sole discretion. In general terms, if the Company dissolves pursuant to the Plan of Dissolution, the Company will cease conducting its business, wind up its affairs, seek to dispose of its non-cash assets, pay or otherwise provide for its obligations, and distribute its remaining assets, if any, during a post-dissolution period. With respect to the Dissolution, the Company will follow the dissolution and winding up procedures prescribed by the DCGL and the Plan of Dissolution. Further information about the Dissolution is available in the Company’s Definitive Proxy Statement filed with the SEC on May 7, 2025

Marin Software Incorporated (the “Company” or “we,” “us” and “our”) has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) by the prescribed filing date or the 15-day extension permitted by the rules of the Securities and Exchange Commission because the Company’s management is focused on negotiations with a private party (the “Potential Buyer”) concerning a potential sale of substantially all of the Company’s assets (the “Potential Transaction”), to be immediately followed by a statutory dissolution under the Delaware General Corporate Law (the “DGCL”) and liquidation of the Company. The signing of a definitive agreement concerning the Potential Transaction is subject to the Potential Buyer’s ongoing due diligence, completion of the negotiation of the transaction terms and documents, satisfaction of pre-signing conditions, including third party consents and finalization of the assumed assets and liabilities, and approval of transaction documents by both parties. There can be no assurance that the any definitive agreement for a Potential Agreement will be executed, or that the Potential Transaction will ultimately be successful, as it will also be subject to closing conditions, including approval of the Company’s stockholders. If the Company is unable to execute an agreement for a Potential Transaction soon, it will be necessary to pursue a statutory dissolution under the DGCL and liquidation in the near future, where holders of the Company’s common stock may receive little or no recovery for their shares of common stock