[Form 4] Digimarc Corporation Insider Trading Activity

Rhea-AI Filing Summary

Digimarc insider transaction: EVP and Chief Revenue Officer Thomas Benton reported a disposition of 878 shares of Digimarc Corporation common stock on 08/15/2025 at a price of $8.81 per share. The form indicates the shares were "traded back to the Company to cover tax liability for vested stock awards." After the sale, Benton beneficially owns 18,038 shares directly. The Form 4 was signed by the reporting person on 08/18/2025, showing the company and officer complied with Section 16 reporting requirements for this transaction.

Positive

• Transparent disclosure: Form 4 reports the sale and cites tax withholding for vested awards, fulfilling Section 16 reporting obligations.
• Officer retains equity alignment: After the sale, the reporting person still directly owns 18,038 shares.

Negative

• Insider disposition: 878 shares were sold, which reduces the reporting person's direct holdings, though the filing attributes the sale to tax obligations rather than discretionary liquidation.

Insights

Financial Analyst

TL;DR: Officer sold a small number of shares to cover taxes; change is routine and unlikely to signal a change in company outlook.

This transaction is a non-derivative sale of 878 shares at $8.81 to satisfy tax obligations tied to vested awards. The remaining direct beneficial ownership of 18,038 shares suggests the officer retains meaningful equity alignment with shareholders. The sale size appears modest relative to typical executive holdings and is disclosed under routine Form 4 requirements, so immediate market impact should be limited.

Corporate Governance Expert

TL;DR: Filing demonstrates timely disclosure and use of shares to satisfy tax withholding; governance controls appear to be functioning.

The Form 4 disclosure explicitly states the shares were surrendered to cover tax liabilities from vested awards, a common and recognized practice. The report was signed three days after the transaction date, indicating relatively prompt reporting. No new arrangements, options, or derivative transactions are disclosed, and the filing shows direct ownership without indicated conflicts or indirect holdings.

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
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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^*

Benton Thomas

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025	08/15/2025	F		878(1)	D	$8.81	18,038	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/ Thomas Benton	08/18/2025
	** 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 did Digimarc (DMRC) insider Thomas Benton report on Form 4?

He reported a sale of 878 shares on 08/15/2025 at $8.81 per share to cover tax liabilities from vested stock awards.

How many Digimarc shares does Thomas Benton own after the reported transaction?

18,038 shares of common stock are beneficially owned directly following the reported sale.

Why were the shares sold according to the Form 4?

The shares were traded back to the company to cover tax liability associated with vested stock awards, per the filing's explanation.

When was the transaction and when was the Form 4 signed?

Transaction date: 08/15/2025. Signature date: 08/18/2025, signed by Thomas Benton.

Does the Form 4 disclose any derivative or option activity for Benton?

No. Table II for derivative securities shows no reported transactions or holdings in the filing provided.