Digimarc (DMRC) EVP gets stock award and surrenders shares for taxes

Rhea-AI Filing Summary

Digimarc executive George Karamanos reported equity compensation and related tax withholding in company stock. On February 15, 2026, he acquired 11,254 shares of Digimarc common stock at $4.86 per share as a grant or award.

On the same date, 1,097 shares were disposed of at $4.86 per share as a tax-withholding disposition, with shares traded back to the company to cover tax liability for vested stock awards. Following these transactions, he directly owned 44,542 shares of Digimarc common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Karamanos George

Role EVP, Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,254	$4.86	$55K
Tax Withholding	Common Stock	1,097	$4.86	$5K

Holdings After Transaction: Common Stock — 45,639 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Karamanos George

(Last) (First) (Middle)

8500 SW CREEKSIDE PLACE

(Street)

BEAVERTON OR 97008

(City) (State) (Zip)

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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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

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

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

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
Common Stock	02/15/2026	02/15/2026	A		11,254	A	$4.86	45,639	D
Common Stock	02/15/2026	02/15/2026	F		1,097(1)	D	$4.86	44,542	D

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

Explanation of Responses:

1. Shares traded back to the Company to cover tax liability for vested stock awards.

	/s/ George Karamanos	02/17/2026
	** 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.

FAQ

What insider transactions did DMRC executive George Karamanos report?

George Karamanos reported an equity grant and a tax-related share disposition. He acquired 11,254 Digimarc common shares at $4.86 and 1,097 shares were surrendered at the same price to cover tax liabilities tied to vested stock awards.

How many Digimarc (DMRC) shares does George Karamanos own after this Form 4?

After the reported transactions, George Karamanos directly owned 44,542 Digimarc common shares. This figure reflects both the stock award he received and the 1,097 shares traded back to the company to satisfy withholding taxes on vested stock awards.

Was the Digimarc (DMRC) insider share disposition an open-market sale?

No, the 1,097-share disposition was not an open-market sale. The shares were traded back to Digimarc to cover tax liability for vested stock awards, a common, non-discretionary tax-withholding mechanism rather than a voluntary sale into the public market.

What price per share was reported for the DMRC insider transactions?

Both the acquisition and tax-withholding disposition were reported at $4.86 per Digimarc common share. This price applied to the 11,254-share award granted to George Karamanos and the 1,097 shares surrendered back to the company for tax withholding purposes.

What is George Karamanos’s role at Digimarc (DMRC) in this Form 4?

In this Form 4, George Karamanos is identified as an officer of Digimarc, serving as EVP, Chief Legal Officer. The transactions relate to his compensation and associated tax withholding, consistent with equity awards typically granted to senior corporate executives.

What does the tax-withholding disposition mean for DMRC shareholders?

The tax-withholding disposition indicates 1,097 shares were returned to Digimarc to cover tax on vested awards. It reflects routine administration of executive equity compensation, rather than a discretionary sale, and does not by itself signal a change in the executive’s investment intentions.