Digimarc (DMRC)-linked TCM fund sells 114,949 shares, shifts holdings

Rhea-AI Filing Summary

Digimarc Corp insider entities reported significant share movements involving investment vehicles associated with CEO Riley McCormack. TCM Strategic Partners L.P., TCM Strategic GP LLC and TCM Strategic L.P. reported open-market sales totaling 114,949 shares of Digimarc common stock over several days at weighted average prices between $9.4622 and $10.9602 per share. On June 16, 2026, TCM Strategic Partners L.P. also made an in-kind distribution of 2,275,737 shares to its limited partners and general partner for no consideration and transferred 79,356 shares to TCM Strategic L.P. in transactions exempt from Section 16 under Rules 16a-13 and 16a-9. McCormack is the sole manager or owner of the TCM general partner and investment manager, and the reporting persons disclaim beneficial ownership except for any indirect pecuniary interest. Following these transactions, McCormack reports 64,659 shares held directly.

Insider Trade Summary

Net Seller: 114,949 shares ($1,196,828)

Net Sell 6 txns

Insider mccormack riley, TCM Strategic Partners L.P., TCM Strategic GP LLC

Role Chief Executive Officer | null | null

Sold 114,949 shs ($1.20M)

Type	Security	Shares	Price	Value
Sale	Common Stock	27,071	$9.4622	$256K
Sale	Common Stock	15,003	$10.0464	$151K
Other	Common Stock	2,275,737	$0.00	--
Sale	Common Stock	69,363	$10.8337	$751K
Sale	Common Stock	3,512	$10.9602	$38K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, See Footnote); Common Stock — 64,659 shares (Direct, null)

Footnotes (1)

1. On June 16, 2026, TCM Strategic Partners L.P. (the "TCM Fund") made an in-kind distribution of an aggregate 2,275,737 shares to its limited partners and its general partner, proportionately based on their respective limited partnership interests, for no consideration. Also on June 16, 2026, the TCM Fund transferred an additional 79,356 shares to TCM Strategic L.P. (the "TCM IM"), the investment manager of the TCM Fund, in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder. The securities are directly owned by the TCM Fund. TCM Strategic GP LLC (the "TCM GP") is the general partner of the TCM Fund. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose. This transaction was executed in multiple trades at prices ranging from $10.50 to $11.355, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The securities are directly owned by the TCM IM. Riley McCormack is the founder and sole owner of the TCM IM. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose. Includes 3,512 shares that were acquired by TCM GP pursuant to the pro-rata in-kind distribution by the TCM Fund on June 16, 2026, described in footnote 1 herein, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 thereunder. This transaction was executed in multiple trades at prices ranging from $10.72 to $11.345, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The securities are directly owned by the TCM GP. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose. This transaction was executed in multiple trades at prices ranging from $9.85 to $10.79, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. This transaction was executed in multiple trades at prices ranging from $9.30 to $9.755, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Total open-market shares sold: 114,949 shares Sale on June 18, 2026: 27,071 shares at $9.4622/share Sale on June 17, 2026: 15,003 shares at $10.0464/share +4 more

7 metrics

Total open-market shares sold 114,949 shares Aggregate non-derivative sales by TCM entities

Sale on June 18, 2026 27,071 shares at $9.4622/share Indirect open-market sale of common stock

Sale on June 17, 2026 15,003 shares at $10.0464/share Indirect open-market sale of common stock

Sales on June 16, 2026 69,363 shares at $10.8337/share; 3,512 at $10.9602/share Indirect open-market sales by TCM entities

In-kind distribution 2,275,737 shares Distributed by TCM Strategic Partners L.P. for no consideration

Transfer to investment manager 79,356 shares Transferred from TCM Strategic Partners L.P. to TCM Strategic L.P.

Direct holdings after transactions 64,659 shares Riley McCormack direct ownership of common stock

Key Terms

in-kind distribution, indirect pecuniary interest, Rule 16a-13, Rule 16a-9, +2 more

6 terms

in-kind distribution financial

"made an in-kind distribution of an aggregate 2,275,737 shares to its limited partners"

indirect pecuniary interest financial

"disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest"

Rule 16a-13 regulatory

"in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder"

Rule 16a-9 regulatory

"transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 thereunder"

weighted average sale price financial

"The price reported reflects the weighted average sale price"

Section 16 regulatory

"transaction was exempt from Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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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^*

mccormack riley

(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)

X	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)
06/16/2026

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

	Form filed by One Reporting Person
X	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
Common Stock	06/16/2026		J(1)		2,275,737(1)	D	(1)	0	I(2)	See Footnote(2)
Common Stock	06/16/2026		S		69,363(1)	D	$10.8337(3)	42,074	I(4)	See Footnote(4)
Common Stock	06/16/2026		S		3,512(1)(5)	D	$10.9602(6)	0	I(7)	See Footnote(7)
Common Stock	06/17/2026		S		15,003	D	$10.0464(8)	27,071	I(4)	See Footnote(4)
Common Stock	06/18/2026		S		27,071	D	$9.4622(9)	0	I(4)	See Footnote(4)
Common Stock								64,659	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

1. Name and Address of Reporting Person^*

mccormack riley

(Last) (First) (Middle)

8500 SW CREEKSIDE PLACE

(Street)

BEAVERTON OREGON 97008

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TCM Strategic Partners L.P.

(Last) (First) (Middle)

8500 SW CREEKSIDE PLACE

(Street)

BEAVERTON OREGON 97008

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TCM Strategic GP LLC

(Last) (First) (Middle)

8500 SW CREEKSIDE PLACE

(Street)

BEAVERTON OREGON 97008

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On June 16, 2026, TCM Strategic Partners L.P. (the "TCM Fund") made an in-kind distribution of an aggregate 2,275,737 shares to its limited partners and its general partner, proportionately based on their respective limited partnership interests, for no consideration. Also on June 16, 2026, the TCM Fund transferred an additional 79,356 shares to TCM Strategic L.P. (the "TCM IM"), the investment manager of the TCM Fund, in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder.

2. The securities are directly owned by the TCM Fund. TCM Strategic GP LLC (the "TCM GP") is the general partner of the TCM Fund. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. This transaction was executed in multiple trades at prices ranging from $10.50 to $11.355, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The securities are directly owned by the TCM IM. Riley McCormack is the founder and sole owner of the TCM IM. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.

5. Includes 3,512 shares that were acquired by TCM GP pursuant to the pro-rata in-kind distribution by the TCM Fund on June 16, 2026, described in footnote 1 herein, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 thereunder.

6. This transaction was executed in multiple trades at prices ranging from $10.72 to $11.345, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The securities are directly owned by the TCM GP. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.

8. This transaction was executed in multiple trades at prices ranging from $9.85 to $10.79, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. This transaction was executed in multiple trades at prices ranging from $9.30 to $9.755, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	TCM Strategic Partners L.P., By: TCM Strategic GP LLC, its general partner, By: /s/ Riley McCormack, its manager	06/18/2026
	TCM Strategic GP LLC, By: /s/ Riley McCormack, its manager	06/18/2026
	/s/ Riley McCormack	06/18/2026
	** 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)

FAQ

What insider share sales were reported for Digimarc (DMRC)?

Associated TCM entities reported open-market sales totaling 114,949 Digimarc shares. These sales occurred over several days at weighted average prices between $9.4622 and $10.9602 per share, as disclosed in the Form 4 filing.

Who executed the Digimarc (DMRC) insider transactions in this Form 4?

The transactions were executed by TCM Strategic Partners L.P., TCM Strategic GP LLC and TCM Strategic L.P.. These entities are associated with CEO Riley McCormack, who is manager or owner, but they each disclaim beneficial ownership beyond indirect pecuniary interest.

What was the large in-kind share distribution reported for Digimarc (DMRC)?

On June 16, 2026, TCM Strategic Partners L.P. made an in-kind distribution of 2,275,737 Digimarc shares to its limited partners and general partner for no consideration. This pro-rata distribution was described as exempt from Section 16 under Rule 16a-9.

Were any Digimarc (DMRC) shares transferred between TCM entities without sale?

Yes. On June 16, 2026, TCM Strategic Partners L.P. transferred 79,356 Digimarc shares to TCM Strategic L.P., its investment manager. This internal transfer was reported as exempt from Section 16 under Rule 16a-13 of the Exchange Act.

How many Digimarc (DMRC) shares does Riley McCormack report holding directly?

After the reported transactions, Riley McCormack reports 64,659 Digimarc common shares held directly. Additional shares were previously held through TCM entities, but those entities reported sales, distributions, and transfers that reduced their positions to zero in this filing.

At what prices were Digimarc (DMRC) insider shares sold in this filing?

Reported sales used weighted average prices. One block of 69,363 shares was sold at $10.8337, 3,512 shares at $10.9602, 15,003 shares at $10.0464, and 27,071 shares at $9.4622 per share, across multiple trades within stated ranges.