Digimarc CEO granted 1.06M inducement LTIP units

Digimarc Corp granted Chief Executive Officer Paul Carreiro an inducement award of 1,060,000 Inducement Award LTIP Units of Digimarc LLC.

Rhea-AI Filing Summary

Digimarc Corp granted Chief Executive Officer Paul Carreiro an inducement award of 1,060,000 Inducement Award LTIP Units of Digimarc LLC. These LTIP units can convert, after required appreciation and vesting, into common units of Digimarc LLC that are redeemable for an equal number of Digimarc Corp common shares or, at the issuer’s election, cash equal to their fair market value.

Of the total award, 307,400 LTIP units vest in fifteen equal quarterly installments of 19,213 units on each quarter-end beginning on September 30, 2026, with a final installment of 19,205 units on June 30, 2030, subject to continued service. The remaining 752,600 LTIP units vest upon achievement of specified stock price hurdles, with potential acceleration upon certain events such as termination of employment.

Insider Trade Summary

Grant/Award: 1,060,000 shares

Grant/Award 1 txn

Insider CARREIRO PAUL

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Inducement Award LTIP Units	1,060,000	$0.00	$0.00

Holdings After Transaction: Inducement Award LTIP Units — 1,060,000 contracts (Direct)

Footnotes (1)

1. F1. 1,060,000 LTIP units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were granted to Mr. Carreiro as an inducement award. LTIP units are convertible after certain appreciation and vesting into common units of Digimarc LLC which are redeemable under certain circumstances for an equal number of shares of the issuer's common stock or at the election of the issuer as Managing Member, cash equal to the fair market value of such shares. 307,400 of the LTIP units will vest in fifteen equal quarterly installments of 19,213 on each consecutive calendar quarter-end beginning on September 30, 2026, and one final quarterly installment of 19,205 on June 30, 2030, based on continued service through the vesting date. The remaining 752,600 LTIP units vest based on achievement of specified stock price hurdles. Acceleration of vesting can occur upon certain events such as termination of employment.

Key Figures

Inducement LTIP units granted: 1,060,000 units Time-based vesting portion: 307,400 units Performance-based portion: 752,600 units +3 more

6 metrics

Inducement LTIP units granted 1,060,000 units Grant to CEO Paul Carreiro

Time-based vesting portion 307,400 units Vesting in quarterly installments through June 30, 2030

Performance-based portion 752,600 units Vests upon achievement of specified stock price hurdles

Quarterly installment size 19,213 units First fifteen quarterly vesting installments from Sept 30, 2026

Final installment size 19,205 units Final time-based installment on June 30, 2030

Total derivative holdings after grant 1,060,000 units LTIP units directly owned following transaction

Key Terms

Inducement Award LTIP Units, LTIP units, stock price hurdles, vesting, +1 more

5 terms

Inducement Award LTIP Units financial

"1,060,000 LTIP units of Digimarc LLC ... were granted to Mr. Carreiro as an inducement award."

LTIP units financial

"LTIP units are convertible after certain appreciation and vesting into common units of Digimarc LLC..."

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.

stock price hurdles financial

"The remaining 752,600 LTIP units vest based on achievement of specified stock price hurdles."

"Stock price hurdles" are specific price levels that investors watch closely because reaching them can signal a potential change in the stock's future. Think of them like checkpoints in a video game; once the stock hits these levels, it might trigger new buying or selling activity, affecting whether the price goes up or down.

vesting financial

"307,400 of the LTIP units will vest in fifteen equal quarterly installments..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

fair market value financial

"cash equal to the fair market value of such shares."

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

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

What did Digimarc (DMRC) CEO Paul Carreiro report on this Form 4?

Digimarc CEO Paul Carreiro reported receiving an inducement grant of 1,060,000 Inducement Award LTIP Units. These units may later convert into Digimarc LLC common units, which can be redeemed for Digimarc common stock or cash, subject to vesting and performance conditions.

How many LTIP units were granted to the Digimarc (DMRC) CEO and how do they vest?

Paul Carreiro was granted 1,060,000 LTIP units. Of these, 307,400 vest in sixteen quarterly installments from September 30, 2026 through June 30, 2030, based on continued service, while the remaining 752,600 vest only if specified stock price hurdles are achieved.

Can the Digimarc (DMRC) CEO’s LTIP units turn into common stock?

The LTIP units can convert into Digimarc LLC common units after required appreciation and vesting. Those common units are redeemable for an equal number of Digimarc Corp common shares or, at the issuer’s election, cash equal to the fair market value of those shares.

What portion of the Digimarc (DMRC) CEO’s LTIP award is time-based versus performance-based?

Out of 1,060,000 LTIP units, 307,400 vest over time in scheduled quarterly installments through June 30, 2030. The remaining 752,600 vest only upon achievement of specified stock price hurdles, adding a performance-based component to the CEO’s compensation.

When does vesting of the Digimarc (DMRC) CEO’s LTIP units begin and end?

Time-based vesting begins on September 30, 2026, with fifteen quarterly installments of 19,213 LTIP units, plus a final installment of 19,205 units on June 30, 2030. Vesting requires continued service, and certain events can accelerate vesting under the award terms.

Are there circumstances that can accelerate vesting of the Digimarc (DMRC) CEO’s LTIP units?

Yes, vesting of the LTIP units can accelerate upon certain events, including termination of employment. The award also includes stock price hurdles for a large portion of the units, linking part of the CEO’s potential benefit to Digimarc’s share performance.

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

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Accepted by SEC EDGAR 07/08/2026 - 11:21 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CARREIRO PAUL

(Last) (First) (Middle)

8500 SW CREEKSIDE PLACE

(Street)

BEAVERTON OREGON 97008

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Digimarc Corp [ DMRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Inducement Award LTIP Units	(1)	07/06/2026		A		1,060,000		(1)	(1)	Common Stock	1,060,000	$0	1,060,000	D

Explanation of Responses:

1. 1,060,000 LTIP units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were granted to Mr. Carreiro as an inducement award. LTIP units are convertible after certain appreciation and vesting into common units of Digimarc LLC which are redeemable under certain circumstances for an equal number of shares of the issuer's common stock or at the election of the issuer as Managing Member, cash equal to the fair market value of such shares. 307,400 of the LTIP units will vest in fifteen equal quarterly installments of 19,213 on each consecutive calendar quarter-end beginning on September 30, 2026, and one final quarterly installment of 19,205 on June 30, 2030, based on continued service through the vesting date. The remaining 752,600 LTIP units vest based on achievement of specified stock price hurdles. Acceleration of vesting can occur upon certain events such as termination of employment.

	/s/ Paul Carreiro	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)