Digimarc (NASDAQ: DMRC) flags going-concern risk as new CEO Carreiro starts

Rhea-AI Filing Summary

Digimarc Corporation filed a current report describing equity and severance arrangements for new President and Chief Executive Officer Paul Carreiro and disclosing liquidity risks that raise substantial doubt about its ability to continue as a going concern under ASC 205-40.

Carreiro received an inducement award of 307,400 time-vesting LTIP Units that vest quarterly through June 30, 2030, plus 752,600 performance-vesting LTIP Units tied to stock price hurdles of $14.37, $21.92, and $38.33 over four years. He is also entitled to 18 months’ salary and up to 18 months of health insurance premiums as severance if terminated without cause or for good reason, with an added pro rata target bonus around a change of control. Digimarc reported cash and marketable securities of $9.0 million as of May 31, 2026, and stated this is not expected to fund operations for at least 12 months from the filing date without revenue growth, additional capital, or cost reductions.

Positive

• None.

Negative

• Going-concern uncertainty and limited liquidity: Digimarc reported cash and marketable securities of $9.0 million as of May 31, 2026 and stated this will not fund operations for at least 12 months without additional actions, leading management to conclude that substantial doubt exists about the company’s ability to continue as a going concern under ASC 205-40.

Insights

Credit and equity risk analyst

New CEO incentives are overshadowed by a formal going-concern warning.

Digimarc has appointed Paul Carreiro as CEO and President and aligned his pay with both time-based and stock price performance goals, with thresholds at $14.37, $21.92, and $38.33. His severance protections, including 18 months’ salary and health premiums, are typical for a senior hire.

More consequential, the company reports cash and marketable securities of $9.0 million as of May 31, 2026 and states this will not fund operations for at least 12 months without revenue growth, new capital, or cost cuts. Under ASC 205-40, management concludes substantial doubt exists about continuing as a going concern. Future filings and capital-raising steps referenced, such as use of an at-the-market program and new registration statements, will be important to understanding how this risk evolves.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash and marketable securities: $9.0 million Time-vesting LTIP Units: 307,400 units Performance-vesting LTIP Units: 752,600 units +5 more

8 metrics

Cash and marketable securities $9.0 million As of May 31, 2026; cited as insufficient for 12 months of operations

Time-vesting LTIP Units 307,400 units Inducement award to CEO, vesting quarterly through June 30, 2030

Performance-vesting LTIP Units 752,600 units Inducement award tied to stock price performance hurdles

First stock price hurdle $14.37 per share For vesting 33-1/3% of performance-vesting LTIP Units by July 5, 2028

Second stock price hurdle $21.92 per share For vesting 33-1/3% of performance-vesting LTIP Units by July 5, 2029

Third stock price hurdle $38.33 per share For vesting final 33-1/3% of performance-vesting LTIP Units by July 5, 2030

Severance salary period 18 months Salary continuation if CEO is terminated without cause or for good reason

Severance health coverage Up to 18 months Health insurance premiums under Executive Retention Agreement

Key Terms

LTIP Units, Performance-Vesting LTIP Units, Nasdaq Listing Rule 5635(c)(4), at-the-market offering program, +2 more

6 terms

LTIP Units financial

"approved a one-time grant to Mr. Carreiro of LTIP Units (such units, the “LTIP Units”..."

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

Performance-Vesting LTIP Units financial

"752,600 LTIP Units (the “Performance-Vesting LTIP Units”) that will vest based on the achievement..."

Nasdaq Listing Rule 5635(c)(4) regulatory

"inducement equity award approved ... in accordance with Nasdaq Listing Rule 5635(c)(4)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

at-the-market offering program financial

"including by issuing shares under its at-the-market offering program, or reduces planned operating costs."

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

ASC 205-40 financial

"Under ASC 205-40, substantial doubt exists about the Company’s ability to continue as a going concern."

ASC 205-40 is a U.S. accounting rule that requires company leaders to evaluate and disclose whether the business can continue operating for the foreseeable future (typically about one year) and to explain any serious doubts and the plans to address them. For investors it serves like a warning light on a dashboard: clear disclosures under this rule flag liquidity, solvency, or operational risks that could materially affect a company’s value and the timing of returns.

going concern financial

"substantial doubt exists about the Company’s ability to continue as a going concern."

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

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Available on EDGAR 07/06/2026 - 05:02 PM Accepted by SEC EDGAR 07/06/2026 - 05:01 PM Learn about SEC filing dates

false 0002119322 0002119322 2026-07-06 2026-07-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2026

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon		001-43301		41-4528284
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

8500 SW Creekside Place, Beaverton, Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share		DMRC		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Arrangements with President and Chief Executive Officer

As disclosed on June 8, 2026, the Board of Directors (the “Board”) of Digimarc Corporation (the “Company”) previously appointed Paul Carreiro as President and Chief Executive Officer of the Company, effective July 6, 2026 (the “Effective Date”). In connection therewith, on July 6, 2026, the Compensation and Talent Management Committee of the Board (the “CTM Committee”) approved a one-time grant to Mr. Carreiro of LTIP Units (such units, the “LTIP Units” and such grant, the “LTIP Unit Grant”) in DMRC LLC (“DMRC”), a subsidiary of the Company, pursuant to an Inducement LTIP Unit Award Agreement, dated July 6, 2026, between Mr. Carreiro and DMRC (the “Inducement Award Agreement”), as a material inducement to Mr. Carreiro’s acceptance of employment with the Company. The LTIP Unit Grant consists of (i) 307,400 LTIP Units (the “Time-Vesting LTIP Units”) that will vest in fifteen equal quarterly installments of 19,213 Time-Vesting LTIP Units on each consecutive calendar quarter-end beginning on September 30, 2026, and one final quarterly installment of 19,205 Time-Vesting LTIP Units on June 30, 2030, in each case subject to Mr. Carreiro’s continued employment with the Company through each applicable vesting date, and (ii) 752,600 LTIP Units (the “Performance-Vesting LTIP Units”) that will vest based on the achievement of certain Stock Price (as defined in the Inducement Award Agreement) thresholds during the applicable performance period, in each case subject to Mr. Carreiro’s continued employment with the Company through the achievement of such Company common stock price threshold and through the end of the applicable performance period, as follows: (a) 33-1/3% of the Performance-Vesting LTIP Units will vest on the second anniversary of the Effective Date provided the Stock Price equals or exceeds $14.37 during the period from the Effective Date through July 5, 2028, (b) 33-1/3% of the Performance-Vesting LTIP Units will vest on the third anniversary of the Effective Date provided the Stock Price equals or exceeds $21.92 during the period from the Effective Date through July 5, 2029, and (c) 33-1/3% of the Performance-Vesting LTIP Units will vest on the fourth anniversary of the Effective Date provided the Stock Price equals or exceeds $38.33 during the period from the Effective Date through July 5, 2030.

Additionally, the CTM Committee approved the entry into an Executive Retention Agreement, dated July 6, 2026 (the “Retention Agreement”), with Mr. Carreiro, pursuant to which Mr. Carreiro would receive as severance benefits 18 months’ salary and up to 18 months’ premiums necessary to continue Mr. Carreiro’s health insurance coverage under the Company’s health insurance plan in the event of termination of Mr. Carreiro’s employment by the Company without cause, or termination by Mr. Carreiro for good reason. If such termination of employment occurs within three months before or twelve months after a change of control, Mr. Carreiro would also be entitled to a pro rata target bonus.

The foregoing descriptions of the Inducement Award Agreement and the Retention Agreement are not complete and are qualified in their entirety by reference to the full text of each of the Inducement Award Agreement and the Retention Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01         Other Events.

In connection with the Company’s filing of a registration statement on Form S-3 and a registration statement on Form S-8, the Company is providing the following disclosure.

The Company has a history of incurring negative cash flows from operating activities and depending on future results may continue to incur negative cash flows in the future. The Company believes its cash and marketable securities of $9.0 million at May 31, 2026, will not be sufficient to fund the Company’s operations, as currently planned, for at least 12 months from the filing of this Current Report on Form 8-K, unless the Company is able to grow revenues, raise additional capital, including by issuing shares under its at-the-market offering program, or reduces planned operating costs. Under ASC 205-40, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements that were previously included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 13, 2026, that are incorporated by reference within the registration statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans, as necessary, to secure additional capital in the future through increased revenue, partnerships, equity financing, or other sources to carry out the Company’s planned business activities. If additional capital is not available on acceptable terms, or at all, when required, the Company may need to take steps to contain costs until such funding is received, which could have a material adverse effect on the Company’s business.

Item 9.01         Financial Statements and Exhibits.

(d)         Exhibits

Exhibit No.		Description
10.1		Inducement LTIP Unit Award Agreement, dated July 6, 2026, by and between DMRC LLC and Paul Carreiro
10.2		Executive Retention Agreement, dated July 6, 2026, by and between Digimarc Corporation and Paul Carreiro
99.1		Press Release, dated July 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 6, 2026                                              

	Digimarc Corporation
	By:	/s/ Charles Beck
		Chief Financial Officer, Treasurer and Secretary

Exhibit 99.1

PAUL CARREIRO ASSUMES ROLE AS CHIEF EXECUTIVE OFFICER AND PRESIDENT OF DIGIMARC

BEAVERTON, Ore. – July 6, 2026 – Digimarc Corporation (NASDAQ: DMRC), a pioneer in digital identity and authentication solutions announced that effective today, July 6, 2026, Paul Carreiro has assumed the role of Chief Executive Officer and President following the Company's previously announced leadership transition. As Chief Executive Officer and President, Carreiro will lead Digimarc's strategy and operations as the Company advances its mission to build the trust layer for the modern world.

"I'm excited to officially join Digimarc. The opportunity to help customers establish trust across the physical and digital worlds has never been more important. I look forward to working with our employees, customers, and partners to accelerate execution and create long-term value," said Carreiro.

In connection with the commencement of his employment, Digimarc also announced an inducement equity award approved by the Compensation and Talent Management Committee of the Board of Directors in accordance with Nasdaq Listing Rule 5635(c)(4).

Inducement Grant

The Compensation and Talent Management Committee of the Company’s Board of Directors has approved, as a material inducement to Mr. Carreiro entering into employment with the company, an LTIP Unit award in DMRC LLC, the Company’s subsidiary, that is intended to qualify as an “inducement grant” in accordance with Nasdaq Listing Rule 5635(c)(4). The LTIP Unit Award is comprised of (i) 307,400 Time-Vesting LTIP Units that will vest in fifteen equal quarterly installments of 19,213 Time-Vesting LTIP Units on each consecutive calendar quarter-end beginning on September 30, 2026, and one final quarterly installment of 19,205 Time-Vesting LTIP Units on June 30, 2030, in each case subject to Mr. Carreiro’s continued employment with the Company through each applicable vesting date, and (ii) 752,600 Performance-Vesting LTIP Units that will vest based on the achievement of certain Stock Price (as defined in the Inducement LTIP Unit Award Agreement) thresholds during the applicable performance period, in each case subject to Mr. Carreiro’s continued employment with the Company through the achievement of such Company common stock price threshold and through the end of the applicable performance period, as follows: (a) 33-1/3% of the Performance-Vesting LTIP Units will vest on the second anniversary of July 6, 2026 (the “Effective Date”) provided the Stock Price equals or exceeds $14.37 during the period from the Effective Date through July 5, 2028, (b) 33-1/3% of the Performance-Vesting LTIP Units will vest on the third anniversary of the Effective Date provided the Stock Price equals or exceeds $21.92 during the period from the Effective Date through July 5, 2029, and (c) 33-1/3% of the Performance-Vesting LTIP Units will vest on the fourth anniversary of the Effective Date provided the Stock Price equals or exceeds $38.33 during the period from the Effective Date through July 5, 2030. A copy of the Inducement LTIP Unit Award Agreement with Mr. Carreiro is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission 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.

FAQ

What did Digimarc (DMRC) announce about its new CEO Paul Carreiro?

Digimarc announced that Paul Carreiro has officially assumed the roles of Chief Executive Officer and President. He will lead strategy and operations as the company advances its digital identity and authentication mission, following a previously announced leadership transition effective July 6, 2026.

What inducement equity award did Digimarc (DMRC) grant to CEO Paul Carreiro?

Digimarc granted Carreiro an LTIP Unit award in subsidiary DMRC LLC, including 307,400 time-vesting LTIP Units and 752,600 performance-vesting LTIP Units. Time-based units vest quarterly through June 30, 2030, while performance units depend on meeting specified stock price thresholds over four years.

What stock price targets are tied to Digimarc’s performance-vesting LTIP Units for the CEO?

The performance-vesting LTIP Units vest in three equal tranches if the stock price reaches at least $14.37, $21.92, and $38.33, respectively. Each hurdle must be achieved within defined periods ending July 5, 2028, July 5, 2029, and July 5, 2030, subject to continued employment.

What severance protections does Digimarc’s Executive Retention Agreement provide to the CEO?

If Digimarc terminates Carreiro without cause or he resigns for good reason, he is entitled to 18 months’ salary and up to 18 months of health insurance premiums. If this occurs near a change of control, he would also receive a pro rata target bonus under the agreement.

What going-concern disclosure did Digimarc (DMRC) make about its financial condition?

Digimarc stated it had $9.0 million of cash and marketable securities as of May 31, 2026, which it believes will not fund operations for at least 12 months. Under ASC 205-40, management concluded substantial doubt exists about the company’s ability to continue as a going concern.

How does Digimarc plan to address its liquidity and going-concern risks?

Digimarc plans, as necessary, to secure additional capital through increased revenue, partnerships, equity financing, or other sources. The company also referenced the potential issuance of shares under an at-the-market offering program and the use of new Form S-3 and S-8 registration statements.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.1 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 78.3 KB
• EX-10.2 EXHIBIT 10.2 141.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB