Digimarc updates board, appoints new director

Digimarc Corporation reported a change in its Board of Directors.

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.

8-K Event Classification

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

1 item

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.

Key Figures

Board resignation date: August 12, 2026 Carreiro election effective date: August 12, 2026 Subscription Agreement date: September 29, 2020

3 metrics

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

Key Terms

Subscription Agreement, emerging growth company, Item 404(a) of Regulation S-K

3 terms

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

Does Digimarc (DMRC) report any related-party transactions involving Paul Carreiro?

Digimarc states that Carreiro has not had any interest in transactions since the beginning of the last fiscal year, or in proposed transactions, that require disclosure under Item 404(a) of Regulation S-K.

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.

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

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Accepted by SEC EDGAR 08/12/2026 - 05:15 PM EDT Learn about SEC filing dates

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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

(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.

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

Filing Exhibits & Attachments

4 documents

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