Digimarc director adds $278k in stock, keeps 10% stake

Rhea-AI Filing Summary

Digimarc Corp. (DMRC) – Form 4 filed 29 Jul 2025

Director and 10% owner Rishi Bajaj disclosed an open-market acquisition (transaction code “A”) of 22,599 common shares at $12.27 per share, a cash outlay of roughly $278 k. The purchase establishes a direct holding of the same 22,599 shares. Bajaj continues to own 2,769,346 shares indirectly through Altai Capital Management, L.P., bringing total beneficial ownership to about 2.79 million shares, keeping his stake above the 10 % threshold.

No derivative positions were reported, and there were no dispositions. Insider buying—especially by a large shareholder—can be viewed as a confidence signal, though the size is modest versus existing holdings.

Positive

• Director and 10% owner voluntarily purchased 22,599 shares, indicating continued confidence in DMRC.

Negative

• Purchase size (~$278k) is immaterial compared with the existing 2.77 M-share indirect position, limiting predictive value.

Insights

Securities Analyst

TL;DR: Minor insider buy; positive sentiment, limited financial impact.

Bajaj already controls >10 % of DMRC through Altai Capital. Adding 22.6 k shares directly marginally increases economic exposure (<1 % of current stake) but signals ongoing commitment. The $12.27 purchase price may serve as an implied valuation floor. However, given DMRC’s 18 M share float, the transaction is too small to alter supply-demand dynamics or earnings per share. Overall, sentiment-positive, fundamentally neutral.

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

1. Name and Address of Reporting Person^*

Bajaj Rishi

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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	07/29/2025	07/29/2025	A		22,599	A	$12.27	22,599	D
Common Stock								2,769,346	I	By Altai Capital Management, L.P.

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:

	/s/ George Karamanos, by power of attorney	07/29/2025
	** 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

How many DMRC shares did Rishi Bajaj buy on 29 Jul 2025?

He acquired 22,599 common shares at $12.27 each.

What is the total DMRC stake held by Rishi Bajaj after this transaction?

He now beneficially owns about 2.79 million shares (22,599 direct, 2,769,346 indirect).

Was the Form 4 transaction a purchase or sale?

It was an acquisition (transaction code “A”); no shares were sold.

Did the filing report any derivative securities activity?

No, Table II is empty; there were no derivative transactions.

Does Rishi Bajaj remain a 10% owner of Digimarc after the trade?

Yes, his combined holdings still exceed the 10 % ownership threshold.