Executive legal chief to step down at Digimarc (NASDAQ: DMRC), remain advisor

Rhea-AI Filing Summary

Digimarc Corporation reported that George Karamanos has decided to resign as Executive Vice President, Chief Legal Officer and Secretary, effective February 20, 2026. He has notified the company of his decision and will not fully depart immediately.

After his resignation becomes effective, Mr. Karamanos will continue to serve Digimarc in an advisory capacity. This arrangement provides the company with ongoing access to his experience and institutional knowledge while it manages the transition of its top legal and corporate secretary responsibilities.

Insights

Corporate governance analyst

Digimarc discloses the planned departure of its chief legal officer, who will remain as an advisor.

Digimarc is announcing that Executive Vice President, Chief Legal Officer and Secretary George Karamanos will resign effective February 20, 2026. He will then shift into an advisory role, which helps maintain continuity in legal and governance matters during the transition.

The filing does not describe reasons for the resignation or name a successor. Future company disclosures may outline how the executive legal, compliance, and corporate secretary duties are reassigned and whether any broader organizational changes follow this leadership transition.

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.

Understanding 8-K Material Events →

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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): February 9, 2026

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	001-34108	26-2828185
(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 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 February 9, 2026, George Karamanos notified Digimarc Corporation (the "Company") of his decision to resign as the Company's Executive Vice President, Chief Legal Officer and Secretary, effective February 20, 2026. Mr. Karamanos will continue to serve the Company in an advisory capacity following the effective date of his resignation.

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:    February 12, 2026

		By:		/s/ Charles Beck
				Charles Beck
				Chief Financial Officer and Treasurer

FAQ

What executive change did Digimarc (DMRC) announce on February 9, 2026?

Digimarc announced that George Karamanos decided to resign as Executive Vice President, Chief Legal Officer and Secretary, effective February 20, 2026. The change reflects a transition in the company’s top legal and corporate secretary leadership roles while maintaining his ongoing involvement in an advisory capacity.

When will George Karamanos’ resignation from Digimarc (DMRC) become effective?

His resignation becomes effective on February 20, 2026. Until that date, he continues serving as Executive Vice President, Chief Legal Officer and Secretary. Afterward, he will support Digimarc in an advisory capacity, helping ensure continuity and knowledge transfer during the leadership transition in the legal function.

What role will George Karamanos have at Digimarc (DMRC) after resigning as Chief Legal Officer?

After his resignation is effective, George Karamanos will continue to serve Digimarc in an advisory capacity. This means he will no longer hold the formal titles of Executive Vice President, Chief Legal Officer and Secretary but will remain available to assist the company with his expertise.

Which positions is George Karamanos leaving at Digimarc (DMRC)?

He is resigning as Executive Vice President, Chief Legal Officer and Secretary of Digimarc. These roles cover the company’s top legal leadership and corporate secretary responsibilities. His departure from these positions is effective February 20, 2026, followed by continued service as an advisor.

Did Digimarc (DMRC) specify who will replace the Chief Legal Officer?

The disclosure states only that George Karamanos will resign as Executive Vice President, Chief Legal Officer and Secretary and then serve in an advisory capacity. It does not identify a successor or describe any interim arrangements for these responsibilities within the company’s leadership team.

What type of SEC filing did Digimarc (DMRC) use to report the executive resignation?

Digimarc used a Form 8-K to report the resignation of Executive Vice President, Chief Legal Officer and Secretary George Karamanos. Form 8-K is used to disclose significant corporate events, such as key executive officer changes, so investors receive timely information about company leadership transitions.

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