Regulation FD Disclosure Form 8 K

Item 2.05 Costs Associated with Exit or Disposal Activities.

On October 14, 2024, Marin Software Incorporated (the "Company") commenced implementing an organizational restructuring and reduction in force plan to reduce the Company's operating costs (the "2024 Restructuring Plan"), which is expected to result in the reduction of the Company's global employees by approximately 27 employees, representing approximately 26% of the Company's global employees as of September 30, 2024. In addition, the Company expects to release approximately seven independent contractors. The Company expects to substantially complete the 2024 Restructuring Plan by the end of the quarter ending December 31, 2024.

The Company estimates that it will incur between approximately $0.6 million and $0.8 million of cash expenditures in connection with the 2024 Restructuring Plan, substantially all of which relates to severance costs. The Company expects to recognize the majority of the pre-tax restructuring charges by the end of the quarter ending December 31, 2024.