Digimarc grants 192,000 LTIP units to CRO

Thomas Ron reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Thomas Ron reported acquisition or exercise transactions in this Form 4 filing.

Digimarc Corp granted EVP and Chief Revenue Officer Ron Thomas 192,000 Long-Term Incentive Plan (LTIP) units of Digimarc LLC, each ultimately linked to common stock or equivalent cash value. 57,600 units vest in 16 equal quarterly installments over four years, while 134,400 units vest upon achieving stock price annual appreciation goals of 20%, 30%, and 40%, with minimum vesting periods of two, three, and four years and potential acceleration upon certain events including termination.

Insider Trade Summary

Grant/Award: 192,000 shares

Grant/Award 1 txn

Insider Thomas Ron

Role EVP, Chief Revenue Officer

Type	Security	Shares	Price	Value
Grant/Award	Long-Term Incentive Plan Units F1	192,000	$0.00	$0.00

Holdings After Transaction: Long-Term Incentive Plan Units — 192,000 contracts (Direct)

Footnotes (1)

1. F1. 192,000 LTIP units of Digimarc LLC were granted to Ron Thomas under the Digimarc Corporation 2018 Incentive Plan. LTIP units are convertible, subject to appreciation and vesting requirements, into common units of Digimarc LLC redeemable for an equal number of shares of the issuer's common stock or, at the issuer's election, cash equal to the fair market value of such shares. 57,600 LTIP units vest in sixteen equal quarterly installments over four years, subject to continued service. The remaining 134,400 LTIP units vest upon achievement of stock price annual appreciation goals of 20%, 30%, and 40%, with one-third of such units associated with each goal and minimum vesting periods of two, three, and four years, respectively. Vesting may accelerate upon certain events including termination.

Key Figures

LTIP units granted: 192,000 LTIP units Time-based vesting units: 57,600 LTIP units Performance-based vesting units: 134,400 LTIP units +3 more

6 metrics

LTIP units granted 192,000 LTIP units Long-Term Incentive Plan units of Digimarc LLC granted to Ron Thomas

Time-based vesting units 57,600 LTIP units Vest in sixteen equal quarterly installments over four years, subject to continued service

Performance-based vesting units 134,400 LTIP units Vest upon achievement of stock price annual appreciation goals

Quarterly installments 16 installments Time-based 57,600 LTIP units vest in sixteen equal quarterly tranches

Appreciation goals 20%, 30%, 40% Annual stock price appreciation goals tied to performance-based LTIP vesting

Total units after grant 192,000 LTIP units Total Long-Term Incentive Plan units held following this reported acquisition

Key Terms

Long-Term Incentive Plan Units, LTIP units, Digimarc Corporation 2018 Incentive Plan, stock price annual appreciation goals, +1 more

5 terms

Long-Term Incentive Plan Units financial

"192,000 LTIP units of Digimarc LLC were granted to Ron Thomas"

LTIP units financial

"LTIP units are convertible, subject to appreciation and vesting requirements"

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.

Digimarc Corporation 2018 Incentive Plan financial

"granted to Ron Thomas under the Digimarc Corporation 2018 Incentive Plan"

stock price annual appreciation goals financial

"vest upon achievement of stock price annual appreciation goals of 20%, 30%, and 40%"

vesting requirements financial

"LTIP units are convertible, subject to appreciation and vesting requirements"

FAQ

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

What insider transaction did Digimarc (DMRC) report for Ron Thomas?

Digimarc reported a compensation grant to Ron Thomas of 192,000 Long-Term Incentive Plan (LTIP) units of Digimarc LLC. These units are ultimately convertible into common units redeemable for issuer common stock or cash equal to the shares’ fair market value, subject to vesting conditions.

How many LTIP units were granted to Digimarc (DMRC) executive Ron Thomas and what do they represent?

Ron Thomas received 192,000 LTIP units of Digimarc LLC under the Digimarc Corporation 2018 Incentive Plan. These LTIP units are convertible, after appreciation and vesting, into common units redeemable for an equal number of Digimarc common shares or, at the issuer’s election, cash of equivalent value.

What is the time-based vesting schedule for Ron Thomas’s LTIP units at Digimarc (DMRC)?

57,600 LTIP units vest based on time, in sixteen equal quarterly installments over four years. Each installment is contingent on continued service, so Thomas must remain with the company through each vesting date to receive those units.

What performance conditions apply to Ron Thomas’s LTIP awards at Digimarc (DMRC)?

The remaining 134,400 LTIP units vest only if stock price annual appreciation goals of 20%, 30%, and 40% are achieved. One-third of these units is tied to each goal, with minimum vesting periods of two, three, and four years, respectively.

Can Ron Thomas’s LTIP units at Digimarc (DMRC) vest early?

Yes. The LTIP units are generally subject to time- and performance-based vesting, but vesting may accelerate upon certain events, including termination. The exact acceleration events are referenced in the award terms described for this grant.

Was Ron Thomas’s Digimarc (DMRC) LTIP grant made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative. The reported transaction is a grant of LTIP units as compensation under the Digimarc Corporation 2018 Incentive Plan, rather than a market trade executed under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 08/05/2026 - 11:21 AM Accepted by SEC EDGAR 08/05/2026 - 11:20 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^*

Thomas Ron

(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)
	EVP, Chief Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

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
Long-Term Incentive Plan Units	(1)	08/03/2026		A		192,000		(1)	(1)	Common Stock	192,000	$0	192,000	D

Explanation of Responses:

1. 192,000 LTIP units of Digimarc LLC were granted to Ron Thomas under the Digimarc Corporation 2018 Incentive Plan. LTIP units are convertible, subject to appreciation and vesting requirements, into common units of Digimarc LLC redeemable for an equal number of shares of the issuer's common stock or, at the issuer's election, cash equal to the fair market value of such shares. 57,600 LTIP units vest in sixteen equal quarterly installments over four years, subject to continued service. The remaining 134,400 LTIP units vest upon achievement of stock price annual appreciation goals of 20%, 30%, and 40%, with one-third of such units associated with each goal and minimum vesting periods of two, three, and four years, respectively. Vesting may accelerate upon certain events including termination.

	/s/ Ron Thomas	08/05/2026
	** 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)