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Digimarc Corporation (NASDAQ: DMRC) names executive Paul Carreiro to its board

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Digimarc Corporation reported a change in its Board of Directors. On August 12, 2026, Riley McCormack resigned from the Board, effective immediately, in accordance with a Subscription Agreement dated September 29, 2020 between the company’s predecessor and TCM Strategic Partners L.P.

On the same date, the Board elected Paul Carreiro to fill the vacancy. His term will run until the next annual shareholders’ meeting, when the Board intends to nominate him for election by shareholders. As an executive officer, he will not serve on Board committees and will not receive additional compensation for his director role. The company states there is no arrangement or understanding with any other person regarding his selection and that he has no transactions requiring disclosure under Item 404(a) of Regulation S-K.

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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.
Board resignation date August 12, 2026 Effective date of Riley McCormack’s resignation from the Board of Directors
Carreiro election effective date August 12, 2026 Date the Board elected Paul Carreiro to fill the board vacancy
Subscription Agreement date September 29, 2020 Date of Subscription Agreement referenced in connection with McCormack’s resignation
Subscription Agreement financial
"in accordance with the terms of that certain Subscription Agreement, dated as of September 29, 2020"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Item 404(a) of Regulation S-K regulatory
"requires disclosure consistent with Item 404(a) of Regulation S-K"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What board change did Digimarc (DMRC) disclose on August 12, 2026?

Digimarc disclosed that Riley McCormack resigned from its Board of Directors, effective August 12, 2026, and that Paul Carreiro was elected the same day to fill the resulting vacancy until the next annual shareholders’ meeting.

Why did Riley McCormack resign from Digimarc (DMRC)’s board?

Digimarc states that McCormack’s resignation was made in accordance with a Subscription Agreement dated September 29, 2020, between the company’s predecessor and TCM Strategic Partners L.P., indicating his departure followed previously agreed terms.

How long will new director Paul Carreiro serve on Digimarc (DMRC)’s board?

Digimarc states that Paul Carreiro will serve as a director until the next annual meeting of shareholders, at which time the Board intends to nominate him for election by the company’s shareholders.

Will Digimarc (DMRC) pay additional compensation to Paul Carreiro as a director?

No. Digimarc reports that as an executive officer, Paul Carreiro will not receive any additional compensation for his service as a director and will not serve on any committees of the Board.

Is there any special arrangement behind Paul Carreiro’s selection to Digimarc (DMRC)’s board?

The company reports there is no arrangement or understanding between Paul Carreiro and any other person pursuant to which he was selected to serve as a director of Digimarc.
false 0002119322 0002119322 2026-08-12 2026-08-12
 
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): August 12, 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
(Registrants 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.
 
On August 12, 2026, Riley McCormack resigned from the Board of Directors (the “Board”) of Digimarc Corporation (the “Company”), effective immediately. Mr. McCormack’s resignation was made in accordance with the terms of that certain Subscription Agreement, dated as of September 29, 2020, by and between the predecessor of the Company and TCM Strategic Partners L.P.
 
On August 12, 2026, the Board elected Paul Carreiro, effective August 12, 2026, to fill the vacancy on the Board created by the resignation of Mr. McCormack. Mr. Carreiro will serve until the next annual meeting of the Company’s shareholders at which time the Board intends to nominate him for election by the Company’s shareholders.
 
As an executive officer of the Company, Mr. Carreiro will not serve on any committees of the Board, nor will he receive any additional compensation for service as a director of the Company. There is no arrangement or understanding between Mr. Carreiro and any other person pursuant to which Mr. Carreiro was selected to serve as a director of the Company. Mr. Carreiro has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure consistent with Item 404(a) of Regulation S-K.
 
 

 
 
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: August 12, 2026                                              
 
 
Digimarc Corporation
 
       
 
By:
/s/ Charles Beck
 
   
Chief Financial Officer, Treasurer and Secretary
 
 
 

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