Digimarc (NASDAQ: DMRC) trims Q1 2026 loss as ARR mix shifts
Rhea-AI Filing Summary
Digimarc Corporation reported mixed first quarter 2026 results, with lower revenue but sharply reduced losses and cash burn. Total revenue was $7.6 million, down from $9.4 million a year ago, as both subscription and service revenue declined following prior contract expirations and completion of recycling projects.
ARR was $15.0 million versus $20.0 million a year earlier, but grew 9% sequentially and included about $0.5 million from the first Secure Gift Card commercial order. Overall gross margin fell to 60%, while subscription gross margin improved to 90% and non-GAAP gross margin rose to 83%.
Operating expenses dropped to $11.7 million from $18.2 million, helping narrow GAAP net loss to $7.0 million, or ($0.32) per diluted share, from $11.7 million, or ($0.55). Non-GAAP net loss improved to $1.6 million, or ($0.07) per share. Free cash flow usage improved to $2.0 million from $5.6 million, and cash and marketable securities totaled $10.0 million with no debt. Strategically, Digimarc highlighted progress in Secure Gift Cards with rollout plans at 15 North American retailers, upsells in Anti-counterfeiting across multiple industries, and a six-figure upsell in Digital Trust & Integrity tied to AI-related trust solutions.
Positive
- Non-GAAP profitability and cash burn improved sharply: Non-GAAP net loss narrowed to $1.6 million (from $8.5 million), and free cash flow usage improved to $2.0 million (from $5.6 million), while subscription gross margin rose to 90% and non-GAAP gross margin to 83%.
- Early commercial traction in key growth areas: Ending ARR grew 9% sequentially to $15.0 million, including roughly $0.5 million from the first Secure Gift Card order, plus multiple upsells in Anti-counterfeiting and a six-figure upsell in Digital Trust & Integrity.
Negative
- Top-line and ARR declined year-over-year: Q1 2026 revenue fell to $7.6 million from $9.4 million, and ARR declined to $15.0 million from $20.0 million, reflecting loss of two significant commercial contracts and lower HolyGrail 2.0 service revenue.
- Cash balance declined and losses remain: Cash, cash equivalents and marketable securities decreased to $10.0 million from $12.9 million at December 31, 2025, and GAAP net loss was still $7.0 million, indicating the business is not yet breakeven.
Insights
Revenue and ARR are down year-over-year, but cost cuts and cash burn improvements are substantial.
Digimarc posted Q1 2026 revenue of $7.6 million, down from $9.4 million, with ARR at $15.0 million versus $20.0 million a year earlier due mainly to two contracts that expired in 2025. Despite this, ending ARR grew 9% sequentially and includes roughly $0.5 million from the first Secure Gift Card order.
Profitability metrics improved markedly. GAAP net loss narrowed to $7.0 million, and non-GAAP net loss fell to $1.6 million, while free cash flow usage improved to $2.0 million. Subscription gross margin reached 90%, and non-GAAP gross margin rose to 83%, reflecting lower platform costs and expense discipline.
Strategically, the company is leaning into three areas: Retail Loss Prevention, Product Authentication, and Digital Trust & Integrity. The excerpt highlights rollout plans for Secure Gift Cards with 15 North American retailers, three upsells for Anti-counterfeiting across pharmaceuticals, food and beverage, and consumer goods, and a six-figure upsell in Digital Trust & Integrity with a global technology customer. Actual growth reacceleration will depend on converting this engagement into larger ARR contributions over coming quarters, particularly as scanner-related timing shifts some gift card revenue into 2027.
8-K Event Classification
Key Figures
Key Terms
Annual Recurring Revenue (ARR) financial
Non-GAAP gross profit margin financial
free cash flow financial
Digital Trust & Integrity technical
agentic AI technical
Non-GAAP operating expenses financial
Earnings Snapshot
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Item 2.02.
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Results of Operations and Financial Condition
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Item 9.01.
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Financial Statements and Exhibits
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ExhibitNo.
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Description
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99.1
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Press Release issued by Digimarc Corporation, dated May 12, 2026 (furnished pursuant to Item 2.02 hereof).
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99.2
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Script of Digimarc Corporation conference call, dated May 12, 2026 (furnished pursuant to Item 2.02 hereof).
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| 99.3 | Investor Presentation issued by Digimarc Corporation, dated May 12, 2026 (furnished pursuant to Item 2.02 hereof). | |
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Charles Beck
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Chief Financial Officer, Treasurer and Secretary
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Exhibit 99.1
Digimarc Reports First Quarter 2026 Financial Results
Beaverton, Ore. – May 12, 2026 – Digimarc Corporation (NASDAQ: DMRC) reported financial results for the first quarter ended March 31, 2026.
“Digimarc is capitalizing on the convergence of key trends driving increased demand for our solutions, positioning ourselves to benefit from the relentless advance of AI," said Riley McCormack, Digimarc CEO. "In Q1 2026, we made significant progress against our strategy of building the trust layer for the modern world while delivering a 9% sequential increase in ending ARR(1) and expanding our subscription gross profit margin(2) 400 basis points year-over year."
First Quarter 2026 Financial Results
Subscription revenue for the first quarter of 2026 was $4.4 million compared to $5.3 million for the first quarter of 2025. The decrease reflects $1.5 million lower subscription revenue from the expiration of two commercial contracts in 2025, partially offset by an increase from new and existing commercial contracts.
Service revenue for the first quarter of 2026 was $3.2 million compared to $4.1 million for the first quarter of 2025. The decrease primarily reflects $0.5 million of lower commercial service revenue from HolyGrail 2.0 recycling projects, as that work was previously completed.
Total revenue for the first quarter of 2026 was $7.6 million compared to $9.4 million for the first quarter of 2025.
ARR(1) as of March 31, 2026 was $15.0 million compared to $20.0 million as of March 31, 2025. The decrease primarily reflects the expiration of two commercial contracts, one in April 2025 that accounted for a total of $3.7 million of ARR and the other in October 2025 that accounted for $3.1 million of ARR, partially offset by $1.8 million of net increases to ARR from new and existing commercial contracts.
Gross profit margin for the first quarter of 2026 was 60% compared to 65% for the first quarter of 2025. Subscription gross profit margin(2) increased to 90% from 86% and service gross profit margin(2) decreased to 57% from 65% for the first quarter of 2026 compared to the first quarter of 2025.
Non-GAAP gross profit margin for the first quarter of 2026 was 83% compared to 81% for the first quarter of 2025.
Operating expenses for the first quarter of 2026 were $11.7 million compared to $18.2 million for the first quarter of 2025. The decrease primarily reflects $4.2 million of lower cash compensation costs largely due to lower headcount and $3.2 million of lower cash severance costs resulting from the reduction in force in the first quarter of 2025, partially offset by $1.0 million of legal costs associated with the corporate reorganization.
Non-GAAP operating expenses for the first quarter of 2026 were $8.1 million compared to $16.5 million for the first quarter of 2025.
Net loss for the first quarter of 2026 was $7.0 million or ($0.32) per diluted share compared to $11.7 million or ($0.55) per diluted share for the first quarter of 2025.
Non-GAAP net loss for the first quarter of 2026 was $1.6 million or ($0.07) per diluted share compared to $8.5 million or ($0.40) per diluted share for the first quarter of 2025.
At March 31, 2026, cash, cash equivalents and marketable securities totaled $10.0 million compared to $12.9 million at December 31, 2025. Free cash flow usage for the first quarter of 2026 was $2.0 million compared to $5.6 million for the first quarter of 2025.
(1) Annual Recurring Revenue (ARR) is a company performance metric calculated as the aggregation of annualized subscription fees from all of our commercial contracts as of the measurement date.
(2) Cost of revenue, Gross profit and Gross profit margin for Subscription and Service excludes amortization expense on acquired intangible assets.
Conference Call
Digimarc will hold a conference call today (Tuesday, May 12, 2026) to discuss these financial results and to provide a business update. CEO Riley McCormack and CFO Charles Beck will host the call starting at 5:00 p.m. Eastern time (2:00 p.m. Pacific time). A question and answer session will follow management’s prepared remarks.
The conference call and investor presentation will be broadcast live and available for replay here and in the investor section of the company’s website. The conference call script and investor presentation will also be posted to the company’s website shortly before the call.
For those who wish to call in via telephone to ask a question, please dial the number below at least five minutes before the scheduled start time. We encourage you to also login to the live broadcast so you can follow along with the investor presentation.
Toll Free number: 877-407-0832
International number: 201-689-8433
Conference ID number: 13754826
Company Contact:
Charles Beck
Chief Financial Officer
Charles.Beck@digimarc.com
+1 503-469-4721
###
About Digimarc
Digimarc Corporation (NASDAQ: DMRC) is building the trust layer for the modern world. As AI accelerates how we produce, share, and interact with the world, the risks of fraud, counterfeiting, and misinformation are growing exponentially. Our innovative, highly scalable, and ultra-secure solutions make it possible for consumers, businesses, and intelligent systems to instantly verify what's real, protect what matters, and transact with confidence. Digimarc's solutions for loss prevention, authentication, and digital are built to counter the speed and sophistication of today's AI-enabled threats. Trusted by the world's central banks to deter the counterfeiting of global currency, we exist to protect truth in every interaction, spanning both the physical and digital worlds. Learn more at Digimarc.com.
Forward-Looking Statements
Except for historical information contained in this release, the matters described in this release contain various “forward-looking statements.” These forward-looking statements include statements identified by terminology such as “will,” “should,” "may," “expects,” “estimates,” “predicts” and “continue” or other derivations of these or other comparable terms. These forward-looking statements are statements of management’s opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied from the statements in this release as a result of changes in economic, business and regulatory factors. More detailed information about risk factors that may affect actual results are outlined in the company’s Form 10-K for the year ended December 31, 2025, and in subsequent periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this release. Except as required by law, Digimarc undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release.
Non-GAAP Financial Measures
This release contains the following non-GAAP financial measures: Non-GAAP gross profit, Non-GAAP gross profit margin, Non-GAAP operating expenses, Non-GAAP net loss, Non-GAAP net loss per diluted share, and free cash flow. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. These non-GAAP financial measures are an important measure of our operating performance because they allow management, investors and analysts to evaluate and assess our core operating results from period-to-period after removing non-cash and non-recurring activities that affect comparability. Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparisons.
Digimarc believes that providing these non-GAAP financial measures, together with the reconciliation to GAAP, helps management and investors make comparisons between us and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules. These non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP. In order to facilitate a clear understanding of its consolidated historical operating results, investors should examine Digimarc’s non-GAAP financial measures in conjunction with its historical GAAP financial information, and investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to, GAAP financial measures. Non-GAAP financial measures may not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future results.
Digimarc Corporation
Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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March 31, |
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2026 |
2025 |
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Revenue: |
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Subscription |
$ | 4,369 | $ | 5,314 | ||||
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Service |
3,210 | 4,054 | ||||||
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Total revenue |
7,579 | 9,368 | ||||||
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Cost of revenue: |
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Subscription (2) |
456 | 744 | ||||||
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Service (2) |
1,378 | 1,407 | ||||||
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Amortization expense on acquired intangible assets |
1,208 | 1,132 | ||||||
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Total cost of revenue |
3,042 | 3,283 | ||||||
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Gross profit: |
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Subscription (2) |
3,913 | 4,570 | ||||||
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Service (2) |
1,832 | 2,647 | ||||||
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Amortization expense on acquired intangible assets |
(1,208 | ) | (1,132 | ) | ||||
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Total gross profit |
4,537 | 6,085 | ||||||
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Gross profit margin: |
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Subscription (2) |
90 | % | 86 | % | ||||
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Service (2) |
57 | % | 65 | % | ||||
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Total |
60 | % | 65 | % | ||||
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Operating expenses: |
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Sales and marketing |
2,082 | 5,078 | ||||||
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Research, development and engineering |
3,747 | 7,634 | ||||||
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General and administrative |
5,555 | 5,181 | ||||||
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Amortization expense on acquired intangible assets |
289 | 271 | ||||||
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Total operating expenses |
11,673 | 18,164 | ||||||
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Operating loss |
(7,136 | ) | (12,079 | ) | ||||
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Other income, net |
171 | 369 | ||||||
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Loss before income taxes |
(6,965 | ) | (11,710 | ) | ||||
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Provision for income taxes |
(1 | ) | (20 | ) | ||||
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Net loss |
$ | (6,966 | ) | $ | (11,730 | ) | ||
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Net loss per share: |
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Net loss per share — basic |
$ | (0.32 | ) | $ | (0.55 | ) | ||
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Net loss per share — diluted |
$ | (0.32 | ) | $ | (0.55 | ) | ||
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Weighted average shares outstanding — basic |
22,008 | 21,521 | ||||||
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Weighted average shares outstanding — diluted |
22,008 | 21,521 | ||||||
Digimarc Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
(in thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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March 31, |
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2026 |
2025 |
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GAAP gross profit |
$ | 4,537 | $ | 6,085 | ||||
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Amortization of acquired intangible assets |
1,208 | 1,132 | ||||||
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Amortization and write-off of other intangible assets (3) |
207 | 220 | ||||||
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Stock-based compensation |
347 | 137 | ||||||
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Non-GAAP gross profit |
$ | 6,299 | $ | 7,574 | ||||
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Non-GAAP gross profit margin |
83 | % | 81 | % | ||||
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GAAP operating expenses |
$ | 11,673 | $ | 18,164 | ||||
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Depreciation and write-off of property and equipment |
(154 | ) | (146 | ) | ||||
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Amortization of acquired intangible assets |
(289 | ) | (271 | ) | ||||
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Amortization and write-off of other intangible assets |
(121 | ) | (59 | ) | ||||
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Amortization of lease right of use assets under operating leases |
(117 | ) | (98 | ) | ||||
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Stock-based compensation |
(1,662 | ) | (1,123 | ) | ||||
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Corporate reorganization expenses |
(1,223 | ) | — | |||||
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Non-GAAP operating expenses |
$ | 8,107 | $ | 16,467 | ||||
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GAAP net loss |
$ | (6,966 | ) | $ | (11,730 | ) | ||
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Total adjustments to gross profit |
1,762 | 1,489 | ||||||
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Total adjustments to operating expenses |
3,566 | 1,697 | ||||||
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Non-GAAP net loss |
$ | (1,638 | ) | $ | (8,544 | ) | ||
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GAAP net loss per diluted share |
$ | (0.32 | ) | $ | (0.55 | ) | ||
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Non-GAAP net loss |
$ | (1,638 | ) | $ | (8,544 | ) | ||
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Non-GAAP net loss per diluted share |
$ | (0.07 | ) | $ | (0.40 | ) | ||
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Free cash flow |
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Cash flows from operating activities |
$ | (1,847 | ) | $ | (5,486 | ) | ||
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Purchase of property and equipment |
(44 | ) | (55 | ) | ||||
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Capitalized patent costs |
(77 | ) | (88 | ) | ||||
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Free cash flow |
$ | (1,968 | ) | $ | (5,629 | ) | ||
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(3) |
In the second quarter of fiscal 2025, management updated its definition of Non-GAAP gross profit to adjust for the amortization of patent maintenance costs. The related amortization expense for the three months ended March 31, 2026 and 2025 is now reflected in “amortization and write-off of other intangible assets” above to calculate Non-GAAP gross profit, Non-GAAP net loss and Non-GAAP net loss per diluted share. |
Digimarc Corporation
Consolidated Balance Sheet Information
(in thousands)
(Unaudited)
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March 31, |
December 31, |
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2026 |
2025 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 8,818 | $ | 9,820 | ||||
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Marketable securities |
1,145 | 3,046 | ||||||
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Trade accounts receivable, net |
7,092 | 6,513 | ||||||
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Other current assets |
1,988 | 1,961 | ||||||
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Total current assets |
19,043 | 21,340 | ||||||
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Property and equipment, net |
989 | 1,104 | ||||||
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Intangibles, net |
15,244 | 17,045 | ||||||
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Goodwill |
8,923 | 9,056 | ||||||
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Lease right of use assets |
3,121 | 3,238 | ||||||
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Other assets |
1,190 | 1,175 | ||||||
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Total assets |
$ | 48,510 | $ | 52,958 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and other accrued liabilities |
$ | 6,004 | $ | 4,359 | ||||
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Deferred revenue |
4,227 | 3,993 | ||||||
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Total current liabilities |
10,231 | 8,352 | ||||||
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Long-term lease liabilities |
4,073 | 4,314 | ||||||
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Other long-term liabilities |
140 | 63 | ||||||
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Total liabilities |
14,444 | 12,729 | ||||||
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Shareholders’ equity: |
||||||||
|
Preferred stock |
50 | 50 | ||||||
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Common stock |
22 | 22 | ||||||
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Additional paid-in capital |
425,789 | 424,665 | ||||||
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Accumulated deficit |
(390,053 | ) | (383,087 | ) | ||||
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Accumulated other comprehensive loss |
(1,742 | ) | (1,421 | ) | ||||
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Total shareholders’ equity |
34,066 | 40,229 | ||||||
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Total liabilities and shareholders’ equity |
$ | 48,510 | $ | 52,958 | ||||
Digimarc Corporation
Consolidated Cash Flow Information
(in thousands)
(Unaudited)
|
Three Months Ended |
||||||||
| March 31, | ||||||||
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2026 |
2025 |
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Cash flows from operating activities: |
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Net loss |
$ | (6,966 | ) | $ | (11,730 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and write-off of property and equipment |
154 | 146 | ||||||
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Amortization of acquired intangible assets |
1,497 | 1,403 | ||||||
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Amortization and write-off of other intangible assets |
328 | 193 | ||||||
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Amortization of lease right of use assets under operating leases |
117 | 98 | ||||||
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Stock-based compensation |
2,009 | 1,260 | ||||||
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Increase (decrease) in allowance for doubtful accounts |
21 | — | ||||||
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Changes in operating assets and liabilities: |
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Trade accounts receivable |
(566 | ) | (149 | ) | ||||
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Other current assets |
(44 | ) | 1,331 | |||||
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Other assets |
(44 | ) | (105 | ) | ||||
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Accounts payable and other accrued liabilities |
1,624 | 1,549 | ||||||
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Deferred revenue |
231 | 689 | ||||||
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Lease liability and other long-term liabilities |
(208 | ) | (171 | ) | ||||
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Net cash provided by (used in) operating activities |
(1,847 | ) | (5,486 | ) | ||||
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Cash flows from investing activities: |
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Purchase of property and equipment |
(44 | ) | (55 | ) | ||||
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Capitalized patent costs |
(77 | ) | (88 | ) | ||||
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Proceeds from maturities of marketable securities |
2,128 | 6,564 | ||||||
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Purchases of marketable securities |
(227 | ) | (2,864 | ) | ||||
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Net cash provided by (used in) investing activities |
1,780 | 3,557 | ||||||
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Cash flows from financing activities: |
||||||||
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Purchase of common stock |
(885 | ) | (1,545 | ) | ||||
|
Repayment of loans |
(3 | ) | (15 | ) | ||||
|
Net cash provided by (used in) financing activities |
(888 | ) | (1,560 | ) | ||||
|
Effect of exchange rate on cash |
(47 | ) | 26 | |||||
|
Net increase (decrease) in cash and cash equivalents |
$ | (1,002 | ) | $ | (3,463 | ) | ||
|
Cash, cash equivalents and marketable securities at beginning of period |
$ | 12,866 | $ | 28,730 | ||||
|
Cash, cash equivalents and marketable securities at end of period |
9,963 | 21,567 | ||||||
|
Net increase (decrease) in cash, cash equivalents and marketable securities |
$ | (2,903 | ) | $ | (7,163 | ) | ||
###
Exhibit 99.2
Digimarc Corporation (DMRC) Conference Call
First Quarter 2026 Financial Results
May 12, 2026
Welcome: Charles Beck
Welcome everyone to our Q1 earnings call. I’m Charles Beck, Digimarc’s CFO, and I’m joined today by Riley McCormack, Digimarc’s CEO. On the call today, Riley will provide a business update, and I will discuss Q1 2026 financial results. This will be followed by a question-and-answer forum. We have posted our prepared remarks in the investor relations section of our website and will archive this webcast there. For those of you dialing in, this is a reminder that we are simulcasting the presentation we will walk through today. If you would like to follow along with the slides, I would encourage you to join our webcast as referenced in our earnings press release shared earlier today.
Safe Harbor Statement
Before we begin, let me remind everyone that today's discussion contains forward-looking statements that have risks and uncertainties. Please refer to our press release for more information on the specific risk factors that could cause actual results to differ materially.
Riley will now provide a business update.
Business Update: Riley McCormack
Slide 3
Thank you, Charles, and hello everyone.
On this call, we will walk through Digimarc’s Q1 performance, highlight our strategic progress across product innovation and commercial execution, share updates on financial metrics such as ARR and free cash flow, and provide clarity on where we are focused in 2026.
In Q1, we made significant progress in advancing adoption of our Secure Gift Card solution. As we shared on our last call, during Q1 we achieved a critical milestone by signing our first commercial order covering six Closed-Loop and Open-Loop brands. We also made headway in laying the rails for additional orders and are currently advancing initial rollout plans with fifteen North American retailers, including eight of the 20 largest as measured by sales, an increase from eight and four, respectively, since our call only two months ago. We secured upsells with three existing customers of our Anti-counterfeiting solution. We continued to execute against the large opportunity in Digital Trust & Integrity, securing a six-figure upsell with an existing customer while progressing a natural and exciting extension of our trust layer strategy that provides a critical, unmet need for scalable agentic AI. And we continue to add key talent across our company, especially in our Go-To-Market functions, including the recent addition of two accomplished sales leaders who have hit the ground running.
Touching on our financial highlights in Q1, we grew Ending ARR(1) 9% sequentially while also expanding our subscription gross margin(2) 400 basis points year-over-year. We ended the quarter with $10.0M of cash and investments, and no debt. And we expect to implement our new corporate structure shortly, allowing us to realize the benefits discussed on our last call.
Slide 4
As a reminder, our three focus areas are Retail Loss Prevention, Product Authentication, and Digital Trust & Integrity, and we serve these markets with the seven solutions you see listed on this slide. In addition, we continue to selectively engage outside of our three focus areas when the opportunities represent low-distraction revenue and/or advance our positioning in longer-term strategic areas.
Slide 5
Starting with an update on Retail Loss Prevention, we continue to make progress towards gaining widespread adoption of our Secure Gift Card solution, aided by the industry’s hyper-focus on finding an answer to the fraud that is creating an existential threat to their business.
Results to date demonstrate the power of our solution – significant fraud-reduction, improved checkout experience, and high scalability across printers, brands, and retailers, all without any adverse impact on sales.
As a reminder, we have posted a Gift Card Investor Supplemental on the investor relations section of our website, a hyperlink to which can be found on this slide. We appreciate the feedback we have received regarding the benefit this supplemental has provided in helping investors better understand the opportunity ahead.
We are experiencing a noticeable uptick in market pull for our solution as the level of retailer, brand, and gift card network engagement has increased meaningfully, even from our last earnings call just two months ago. Before I provide more details on that increased engagement, I want to provide an update on the two rollouts we shared on our last call. First, the rollout to all Schnucks locations is underway. Next, the summer rollout with the other retailer mentioned will be more limited than originally planned, with the full ~600 location rollout now targeted for January 2027.
As discussed on our March call, the greatest source of timing risk has been the scanner vendors shipping generally available (GA) versions of their firmware running our latest software. While eight scanner models were GA’d in the requisite timeframe we highlighted on that call, two were not, including one model critical to this retailer’s front end. This delay had nothing to do with our software. Instead, it was related to base functionality key to enabling the retailer to push any firmware update in a scalable fashion, leading to the smaller summer launch. The scanner vendor has subsequently shipped the updated firmware, which is currently undergoing normal acceptance testing by the retailer. Importantly, this retailer’s commitment to their customers, and their belief that our solution will help protect those customers, remains unchanged. We look forward to partnering with them in the months and years ahead.
April is a busy month in the gift card industry as both large gift card networks host summits enabling their ecosystems to co-ordinate ahead of the Holiday season. As a result of these summits as well as many other meetings -- including an event at our headquarters attended by representatives from two very large retailers and a leading program manager -- we are now advancing rollout plans with 15 North American retailers, including 8 of the 20 largest as measured by sales. This represents a meaningful increase in both metrics since our Q4 call only 2 months ago.
This momentum is being driven not only by us but also by key industry participants, and in the last few weeks alone we have heard about retailers proactively engaging with major brands to encourage their adoption of our solution as well as with other retailers to increase the incentive for widely sold brands to speed their adoption. Similar momentum-building actions are being undertaken by the networks and key brands, and we are focused on orchestrating the multiple moving parts to ensure initial rollouts proceed as quickly and excellently as possible.
As discussed on our last call, in Q1, we closed our first Secure Gift Card commercial order, representing over $500 thousand of ARR(1). This order included gift cards from six Closed-Loop and Open-Loop brands. Just as we are on the retailer side, we continue to expand our number of brand engagements, including some of the largest Open-Loop and Closed-Loop issuers, comprising both third party and first party opportunities.
In addition to being a large market itself, we have discussed the value we see in Secure Gift Cards opening opportunities in the much larger Retail Loss Prevention market. Lighting up retailers for our gift card solution provides us a key technological footprint, as our software will be widely distributed across their front of store scanners. It also creates Digimarc champions in both Operations and Loss Prevention, two teams that often have competing priorities and where we stand out with our ability to deliver value to both. This unique position should aid us in cross-selling additional solutions into our retailer customers as well as provide us differentiated and invaluable voice of market for the advancement of new solution candidates.
We are already seeing encouraging signs that provide validation of this strategy. Multiple retailers have expressed an early interest in our Product Swap Prevention solution, including one very large retailer who in addition asked about our ability to solve another problem they (and the industry) are facing, counterfeit coupons. Without losing focus on the opportunity immediately in front of us, we are excited to engage further across all these opportunities, including the exploration of this new potential solution for counterfeit coupons as we believe our work in Product Authentication provides us a valuable foundation upon which to build.
Slide 6
Turning now to Product Authentication, ARR from our Anti-counterfeiting solution continues to grow, driven by customer upsells and new customer wins. Brands face rampant counterfeiting and IP theft, with bad actors advancing their technology and processes to replicate packaging and security features with alarming accuracy, something made ever easier with the advancement of AI.
Decentralized supply chains and omnichannel sales make counterfeit detection more difficult, putting brands in a reactive position against emerging threats. Many security measures require trained inspectors and specialized tools, limiting accessibility, increasing costs and reducing scalability.
Digimarc’s secure and scalable, covert and connected proactive solution provides superior results when compared to competing analog solutions such as tags, codes, inks, or labels.
We closed three upsell deals with existing customers of our Anti-counterfeiting solution. These brands represent leading companies from different industries, pharmaceuticals, food and beverage, and consumer goods, highlighting the wide applicability of our solution across many different verticals.
We are fortunate to have some of the largest and well-known companies in the world as valued customers. As we have repeatedly stated, when we solve our customers’ most challenging problems, we expect to benefit from further upsell and cross-sell revenue generation for a long time.
Slide 7
Turning now to Digital Trust & Integrity, we continue to execute against this large and greenfield opportunity. Problems of trust and integrity in the digital domain existed prior to the advent of AI, but AI has created new ones, while making prior ones worse and/or harder to solve. The work of C2PA has created wide awareness that our technology addresses many of these problems, and our history, our credibility, our expertise, our experience, and our first-to-market with – and co-leadership of – the digital watermarking component of the C2PA standard are all coalescing to ensure we are well positioned to surf this ever-growing wave.
We secured a 6-figure upsell with the global technology company that has adopted the Leak Detection for Web Content solution we discussed on our last call. We progressed discussions with the important industry group we have previously mentioned that is searching for an industry solution to a problem they previously felt unsolvable. As a result, we expect to soon enter direct conversations with leading companies in this industry regarding our ability to help them solve this (and other) problems made worse by the advance of AI. And we're seeing engagement with U.S. government innovation programs. Digimarc has been included as a potential participant in a SOFWERX Field-Forward Technology Sprint, an early but tangible signal that our technology is relevant in contested, mission-critical environments.
Touching quickly on product innovation in the large and rapidly evolving Digital Trust & Integrity space, we are progressing a natural extension of our trust layer strategy that directly aligns with our existing IP and operating history and addresses a critical, unmet need for scalable agentic AI. While the ultimate direction in how we attack this opportunity is being shaped by real-time industry engagement, the idea that enterprises will require an ultra-scalable way to verify what is real, authentic, and authorized as AI systems become more autonomous is gaining widespread acceptance. And providing an ultra-scalable way to verify what is real, authentic, and authorized is an area we believe we have a unique right to win.
Agents act at machine speed, negotiating, transacting, and moving information without any human review. This not only increases the attack surface, it makes the agents themselves part of that surface. Existing software security architectures were built on the underlying assumption of human involvement, a premise that is rapidly eroding. As agents shift from content creation for human review to truly autonomous action, technology must replicate human experience and judgment, or agentic utility will remain constrained by limitations placed on the tasks they are entrusted to undertake.
Slide 8
While we are focused on our authentication use cases, we continue to support identification use cases that could drive future growth. We are advancing our position in these longer-term strategic areas and are confident in our ability to win when the time is right to pursue them.
The Belgian and German market demonstrations of our Recycling solution remain on track and we are eager for the results. We believe these live “cradle-to-rebirth” activities will result in the production of new fractions of PCR feedstock that is not possible using current sorting technologies, providing tangible proof of our solution’s ability to – among other things – create new end markets for recycled plastic. As a reminder we believe this capability is crucial to the industry’s ability to comply with the sunrise of the EU’s Packaging and Packaging Waste Regulation (PPWR).
We have also closed two upsell deals with existing Engage customers, one in Q1 and another already in Q2.
I will now turn the call over to Charles to discuss our financial results.
Financial Results: Charles Beck
Slide 10
Thank you, Riley.
Ending ARR(1) for Q1 was $15.0 million compared to $20.0 million for Q1 last year. The decrease reflects the previously disclosed loss of two customer contracts in 2025, which accounted for $6.8 million of ARR. Excluding these two items, ARR grew $1.8 million year-over-year, which included $500 thousand of ARR from gift cards in Q1 this year. Sequential ARR growth was 9%.
Looking ahead, we still expect to deliver significant ARR growth in 2026, although the composition of that growth has changed. As a result of the scanner delays Riley mentioned, we no longer expect Gift Cards to be the largest contributor. This is purely a result of timing of initial rollouts as opposed to our conviction in the opportunity. There is tangible market pull for our solution, and the level of retailer, brand, and gift card network engagement has meaningfully increased.
Slide 11
Total revenue for Q1 was $7.6 million, a decrease of $1.8 million, from $9.4 million in Q1 last year with the change equally split between subscription and service revenue.
Subscription revenue, which accounted for 58% of total revenue for the quarter, decreased $900 thousand from $5.3 million to $4.4 million. Excluding the impact of the two contracts I referenced earlier, which accounted for $1.5 million of subscription revenue in Q1 last year, subscription revenue would have increased by $600 thousand.
Service revenue decreased $800 thousand from $4.1 million to $3.2 million. Service revenue in Q1 last year included $500 thousand of revenue from HolyGrail 2.0 recycling projects compared to none this year. We don’t expect further service revenue from HolyGrail 2.0, as that program has ended, and HolyGrail 2030 is focused on deploying end-to-end market demonstrations.
Subscription gross profit margin(2) was 90% for the quarter, 4 points higher than Q1 last year, largely reflecting lower subscription platform costs. We continue to drive down our platform costs, which year-over-year are now down $300 thousand.
Service gross profit margin(2) was 57% for the quarter, down 8 points from 65% in Q1 last year. The decrease was due to an abnormally favorable mix of revenue and costs in Q1 last year. Service gross profit margin has routinely been in the high 50’s.
Operating expenses were $11.7 million for the quarter, down $6.5 million or 36% from $18.2 million in Q1 last year. The large decrease reflects $7.4 million in lower cash compensation costs, due to lower headcount and $3.2 million in severance costs incurred last year, lower consulting costs of $500 thousand and lower software and hardware costs of $300 thousand. These cost savings were partially offset by higher one-time legal and other costs of $1.2 million related to the corporate reorganization and $500 thousand higher stock compensation expense.
While we will continue to be vigilant in pursuing ways to operate more efficiently and effectively to ensure that we are maximizing the return of every dollar we spend, as mentioned on our two prior calls, we are increasing our overall investment in the business to support the growth ahead.
Non-GAAP operating expenses, which exclude non-cash and non-recurring items, were $8.1 million for the quarter, down $8.4 million or 51% from $16.5 million in Q1 last year. The large decrease reflects the aforementioned lower cash compensation, consulting and software and hardware costs.
Net loss per diluted share for the quarter was 32 cents versus 55 cents in Q1 last year. Non-GAAP net loss per diluted share for the quarter was 7 cents versus 40 cents in Q1 last year.
Slide 12
Regarding cash flow, we ended the quarter with $10.0 million in cash and short-term investments, with no debt. We used a little under $2.0 million in free cash flow(3) and $900 thousand to buy back stock as part of our employee stock program. The stock buyback of 169 thousand shares was higher than in recent quarters as more shares typically vest in Q1 than in other quarters due to the timing of our annual compensation cycle.
Slide 13
Free cash flow usage improved $3.7 million from Q1 last year. The improvement was despite a headwind to revenue and an unfavorable change in working capital and other activity of $3.4 million year-over-year. The change in working capital was largely due to the timing and amount of cash receipts and payments. Reiterating what I have shared previously, working capital can swing significantly quarter to quarter based on timing, which is why we believe that non-GAAP net income/loss is a better proxy for normalized free cash flows. Our non-GAAP net loss improved $6.9 million, or 81%, from $8.5 million in Q1 last year to $1.6 million in Q1 this year. As a reminder, in Q1 each year we incur roughly $500 thousand of costs related to public company year-end expenses. Excluding these costs, our Q1 non-GAAP loss this year would have been $1.1 million.
For further discussion of our financial results, and risks and prospects for our business, please see our Form 10-Q that will be filed with the SEC.
Before I wrap up, I did want to mention that we will be attending two upcoming investor conferences. The first is Needham, which is tomorrow, and the second is Oppenheimer, which is in mid-August. We will keep you all informed of any other investor conferences we plan to attend. Also, we expect to finalize our new corporate structure, which was approved by shareholders, on or around May 16th. The new corporate structure will result in a CUSIP change. Our transfer agent Broadridge will be contacting investors directly on how to exchange shares.
I will now turn the call back over to Riley for final remarks.
Concluding Remarks: Riley McCormack
Slide 14
Thank you, Charles.
In the wake of the relentless acceleration of AI models and agents, a vacuum of trust and authenticity is being created. Trust is fast becoming the only currency that matters, and the future will belong to companies that make that currency scalable. We believe Digimarc is ideally positioned to lead that charge. We are focused on delivering a future where humans and intelligent systems alike can verify what’s real, protect what matters, and move forward with confidence, spanning both the physical and digital worlds. We are building the trust layer for the modern world – a foundation that is needed more now than ever and is emerging as a significant opportunity we were created to lead.
Digimarc is capitalizing on the convergence of key trends driving increased demand for our solutions, positioning ourselves as one of the select software companies to benefit from – not be a casualty of – the relentless advance of AI.
We grew Ending ARR(1) 9% sequentially while expanding our Subscription Gross Margin(2) 400 basis points year-over-year.
We are advancing our Secure Gift Card solution by aligning key industry partners as we progress towards widespread adoption of our solution. We signed our first commercial order and are progressing initial rollout plans with fifteen North American retailers, including eight of the 20 largest as measured by sales, a significant increase in both metrics since our last earnings call only two months ago.
ARR from our Anti-counterfeiting solution continues to grow, driven by customer upsells and new customer wins. In Q1, we secured three upsells from existing customers representing leading companies from three different verticals.
We continued to execute against the large opportunity in the exciting and greenfield Digital Trust & Integrity space, securing a 6-figure upsell with a global technology company, advancing engagement with important force multipliers, and progressing a natural and exciting extension of our trust layer strategy that directly aligns with our existing IP and operating history and provides a critical, unmet need for scalable agentic AI.
We added key talent across our Go-To-Market functions, including two accomplished sales leaders.
And we continue to be well-positioned to address very large problems outside of our current focus areas when the markets are ripe. We are eager for the results of the two upcoming end-to-end market demonstrations of our Recycling solution, as we believe they will show our ability to help the industry comply with the sunrise of the EU’s Packaging and Packaging Waste Regulation (PPWR).
Operator, we will now open the call for questions.
(1) Annual Recurring Revenue (ARR) is a company performance metric calculated as the aggregation of annualized subscription fees from all of our commercial contracts as of the measurement date.
(2) Subscription and Service gross profit margins exclude amortization expense on acquired intangible assets.
(3) Free cash flow includes cash used in operating activities, the purchase of property and equipment and capitalized patent costs.
Exhibit 99.3
