New Digimarc (NASDAQ: DMRC) CEO and $17.5M at-the-market equity program
Rhea-AI Filing Summary
Digimarc Corporation entered a Sales Agreement with Needham & Company for an at-the-market equity program allowing sales of up to $17,500,000 of common stock under its Form S-3 shelf. The sales agent will earn a 3.00% commission on shares sold.
The Board appointed Paul Carreiro as President and Chief Executive Officer effective July 6, 2026, with an annual base salary of $500,000 and a target bonus opportunity of 100%. He will receive 307,400 time-based LTIP Units and 752,600 performance-based LTIP Units, with vesting tied to tenure and stock price goals.
In connection with the leadership change, current CEO Riley McCormack will conclude his service as CEO on July 5, 2026 and remain on the Board, receiving severance benefits under existing agreements. Separately, a commercial customer has exercised contractual rights to terminate two projects, which would reduce annual recurring revenue by $2.7 million if recertification efforts are unsuccessful, compared with $3.7 million of prior ARR from this customer.
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Insights
Digimarc adds equity flexibility via a $17.5M ATM while managing leadership and customer changes.
Digimarc established an at-the-market equity program with Needham & Company to sell up to $17,500,000 of common stock. ATM structures allow gradual issuance into the market, so actual dilution depends on how many shares the company chooses to sell over time.
The program includes a 3.00% sales commission, a typical level for ATM arrangements. The company links this program to goals such as accelerating commercialization, expanding market adoption, and funding innovation and scaled execution. The economic effect will hinge on issuance pace, market conditions, and subsequent capital deployment.
CEO transition brings a growth-focused software veteran, while outgoing leadership remains on the Board.
Paul Carreiro becomes CEO on July 6, 2026, following roles leading revenue growth at Elemica and Kinaxis. His compensation includes a $500,000 base salary, a 100% target bonus for 2026, and sizeable time-based and performance-based LTIP Unit grants that align incentives with tenure and stock price performance.
Riley McCormack steps down as CEO on July 5, 2026 but continues as a director, supporting continuity. Severance terms for McCormack, including accelerated equity vesting and health benefit stipends, follow existing agreements. The Board frames this as a planned transition from transformation-focused leadership to a scaling-oriented CEO profile.
A customer project termination risks $2.7M of ARR but may be partially offset or reversed.
A commercial customer is terminating two projects effective June 16, 2026 due to changed requirements from its government end-customer. If recertification efforts do not succeed, Digimarc’s annual recurring revenue from these projects would decline by $2.7 million relative to the prior contribution from this customer.
The company is negotiating to add a guaranteed minimum annual license fee that would partially offset this reduction while recertification is pursued. It is also working with the customer on certification for two additional projects and recertification of a national deposit-return system project, which, if successful, could raise ARR from this customer above the earlier $3.7 million level.
8-K Event Classification
Key Figures
Key Terms
at the market offering financial
annual recurring revenue (ARR) financial
LTIP Units financial
change in control financial
forward-looking statements regulatory
shelf registration statement on Form S-3 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 8, 2026, Digimarc Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (the “Sales Agent”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s common stock having an aggregate offering price of up to $17,500,000 (the “Shares”). The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-272903), as amended on May 18, 2026, which amendment was declared effective on May 21, 2026. The Company filed a prospectus supplement dated June 8, 2026, with the Securities and Exchange Commission (the “SEC”) in connection with the offer and sale of the Shares.
Sales of the Shares, if any, may be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions on the Nasdaq Global Select Market at market prices, in block transactions or as otherwise agreed by the Company and the Sales Agent. The Sales Agent will receive from the Company a commission of 3.00% of the gross sales price per share for Shares sold through the Sales Agent under the Sales Agreement.
The representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The summary of the Sales Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto. The legal opinion of Perkins Coie LLP relating to the Shares is filed as Exhibit 5.1 hereto.
| 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of President and Chief Executive Officer
On June 8, 2026, the Company announced that its Board of Directors (the “Board”) appointed Paul Carreiro as President and Chief Executive Officer of the Company, effective July 6, 2026.
Mr. Carreiro, age 65, has served as President and Chief Executive Officer, and a member of the board of directors, of Elemica, Inc., a leading Digital Supply Chain Network for B2B industries, since May 2024. Prior to that role, Mr. Carreiro served as President, Global Field Operations for Kinaxis, Inc. (KXS.TO) from October 2018 until May 2024, and before that he served in key leadership positions at companies such as SAP America Inc. and Infor Global Solutions. Mr. Carreiro holds a Master of Business Administration from the London School of Economics and Political Science/NYU Stern/HEC, in addition to completing the Director’s College Program at McMaster University and Stanford University’s Advanced Management Program.
On June 4, 2026, the Company and Mr. Carreiro entered into an offer letter (the “Offer Letter”) setting forth the terms of his employment as President and Chief Executive Officer.
Pursuant to the Offer Letter, Mr. Carreiro will receive an annualized base salary of $500,000 and an initial performance bonus opportunity at a target of 100%, prorated and guaranteed at a minimum of 100% for 2026. Mr. Carreiro will also receive an inducement grant, pursuant to which he will be granted 307,400 time-based LTIP Units in DMRC LLC (the “time-based LTIP Units”) and 752,600 performance-based LTIP Units in DMRC LLC (the “performance-based LTIP Units” and, together with the time-based LTIP Units, the “LTIP Units”). The time-based LTIP Units will vest in equal quarterly installments over a four-year period. The performance-based LTIP Units will vest based on achievement of certain stock price goals, vesting 33% for achieving each of the successively higher stock price goals, with a minimum vesting period of 2, 3, and 4 years for each respective goal. In the event Mr. Carreiro’s employment with the Company is terminated without cause or for good reason and unrelated to a change in control of the Company, he will receive 18 months of his then-current salary, 18 months of health benefits or a health benefit stipend, and accelerated vesting of the time-based LTIP Units. In the event Mr. Carreiro’s employment with the Company is terminated without cause or for good reason in connection with a change in control of the Company, he will receive 18 months of his then-current salary, 18 months of health benefits or a health benefit stipend, a prorated target bonus, and full vesting of the LTIP Units.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
There are no (i) family relationships between Mr. Carreiro and any officer or director of the Company, or (ii) arrangements or understandings between Mr. Carreiro and any other person pursuant to which Mr. Carreiro was appointed as President and Chief Executive Officer. Mr. Carreiro does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Departure of President and Chief Executive Officer
In connection with the appointment of Mr. Carreiro, on June 5, 2026, the Company determined that Riley McCormack’s service as President and Chief Executive Officer will conclude effective July 5, 2026. In connection with this transition, and pursuant to the terms of his existing agreements, Mr. McCormack will be entitled to severance benefits, including certain accelerated equity vesting and health benefit stipends. Mr. McCormack will remain on the Company’s Board of Directors following the transition.
| Item 8.01 | Other Events. |
In connection with the launch of the at-the-market offering program described above, the Company is providing the following disclosure regarding a recent development in its business.
The Company has received notice from a commercial customer that such customer is exercising a contractual right to terminate two of its contracted projects with the Company, effective June 16, 2026, due to a change in requirements imposed by its government end-customer. The commercial customer is working to obtain recertification of these projects from the government end-customer. However, if these efforts are not successful, the terminations of these projects would result in a reduction to the Company’s annual recurring revenue (ARR) of $2.7 million. The Company is currently in negotiations with the commercial customer to restructure the contract to provide a guaranteed minimum annual license fee that would partially offset the reduction to ARR as these recertification efforts proceed. In addition, the Company is working with the commercial customer to obtain certification from the government end-customer for two additional projects, as well as to obtain recertification of the national deposit-return system (DRS) project that was terminated in the second quarter of 2025. If successful, these certification and recertification initiatives could result in a substantial increase in ARR from this customer, as compared to the $3.7 million of ARR from such customer prior to the reduction described above.
This Current Report on Form 8-K contains various “forward-looking statements.” These forward-looking statements include statements regarding the possibility of restructuring the specified customer contract to provide a guaranteed minimum annual license fee, the opportunity to substantially increase ARR through successful certification and recertification initiatives with that same customer, and other statements identified by terminology such as “will,” “could,” “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 is 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, the Company 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Sales Agreement, dated June 8, 2026 by and between the Company and Needham & Company, LLC | |
| 5.1 | Opinion of Perkins Coie LLP, counsel to Digimarc Corporation | |
| 10.1* | Offer Letter, dated June 4, 2026, by and between Digimarc Corporation and Paul Carreiro | |
| 23.1 | Consent of Perkins Coie LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated June 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain exhibits and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the SEC a copy of any omitted exhibit or appendix upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 8, 2026
| Digimarc Corporation | ||
| By: | /s/ Charles Beck | |
| Chief Financial Officer, Treasurer and Secretary | ||
Exhibit 99.1
DIGIMARC APPOINTS ENTERPRISE SOFTWARE VETERAN PAUL CARREIRO AS CHIEF EXECUTIVE OFFICER TO LEAD NEXT PHASE OF GLOBAL GROWTH
Planned leadership transition leverages Carreiro’s 25+ years of scaling global software companies; Riley McCormack to remain a member of Digimarc’s Board of Directors
BEAVERTON, Ore. – June 8, 2026 – Digimarc Corporation (NASDAQ: DMRC), the company building the trust layer for the modern world, today announced the appointment of Paul Carreiro as Chief Executive Officer, effective July 6, 2026. Riley McCormack will remain a member of the Company’s Board of Directors, supporting Carreiro and the Company in this next phase of growth.
Carreiro brings more than twenty-five years of experience scaling global enterprise software platforms and commercializing advanced technologies worldwide. He joins Digimarc from Elemica, where over the past two years as CEO he propelled the company into the elite “Rule of 50” category and accelerated its path to achieving more than $100 million in revenue in 2026. Previously, as President of Global Field Operations at Kinaxis, he drove revenue growth from $90 million to over $450 million in six years. Earlier, he served as Managing Director and President, EMEA at Infor Global Solutions, and as Executive Vice President & General Manager of SAP Industries North America.
“I couldn’t be more excited to welcome Paul to Digimarc. He brings a powerful combination of technical fluency, platform and ecosystem thinking, and global commercial leadership, along with a proven track record of scale-up success,” said McCormack. “I also want to thank my Digimarc teammates. It has been a privilege to serve as your CEO. Digimarc is exceptionally well positioned for what lies ahead, and Paul is the right leader to drive our strategy and execution from here. I look forward to supporting him and the entire Digimarc team from the Board.”
Carreiro’s appointment comes as Digimarc is positioned to capture a significant market opportunity that is expanding with the rapid advancement of AI. As enterprises accelerate adoption of AI-driven and autonomous workflows, both humans and intelligent systems require scalable ways to verify what’s real, protect what matters, and move forward with confidence. Digimarc’s core capabilities in authentication, provenance, and verification deliver trust in every interaction, spanning both the physical and digital worlds.
“What attracted me to Digimarc is straightforward: the company sits at the intersection of markets where trust and authenticity are becoming not just important, but mission critical,” said Carreiro. “We are living through an inversion of trust as artificial intelligence accelerates the creation and manipulation of physical goods and digital content at a scale we have never seen. The ability to verify what is real, authentic, and original is fast becoming foundational infrastructure, and Digimarc is uniquely positioned to solve that challenge. Riley and the team have built something genuinely differentiated: unmatched technology, meaningful customer relationships, and exposure to markets with significant growth ahead. I am excited to build on that foundation and look forward to getting to work.”
“When the Board asked Riley to step into the CEO role, the Company needed a leader who could sharpen strategic focus, strengthen operational discipline, increase organizational agility, and position Digimarc for its next phase of sustainable, scalable growth. Riley successfully led that transformation, building a stronger, more focused company with a differentiated position in important and growing markets,” said Katie Kool, Chair, Digimarc Board of Directors. “With a stronger foundation, greater focus, and a clearer understanding of where Digimarc can win, we are excited to welcome Paul as CEO to lead Digimarc into its next phase of growth and market leadership. His track record of scaling enterprise software businesses, building high-performing organizations, and driving commercial growth positions him to accelerate our strategy and expand our impact. The Board is fully aligned in our support of Paul as he leads the Company forward, and we are confident in his ability to drive sustained growth and create significant long-term value for all Digimarc stakeholders.”
Digimarc also announced that it has entered into an equity offering program to provide further flexibility to accelerate commercialization, expand market adoption, and support the Company’s next phase of innovation investment and scaled execution, while maintaining a disciplined approach to capital allocation. Details regarding the program are available in the Form 8-K filed today.
Digimarc company contact:
Charles Beck
Chief Financial Officer
Charles.Beck@digimarc.com
+1 503-469-4721
About Digimarc
Digimarc (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
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, among others, statements about the Company’s strategic direction, market opportunities, financing activities, use of proceeds under the ATM Program, and leadership transition. These statements involve known and unknown
risks, uncertainties, and other factors that may cause actual results to differ materially from those implied. Digimarc cautions investors not to place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statement.