[Form 4] Digimarc Corporation Insider Trading Activity

Rhea-AI Filing Summary

Tony Rodriguez, Executive Vice President and Chief Technology Officer of Digimarc Corporation (DMRC), reported a non-derivative sale of 1,539 shares of Digimarc common stock on 08/15/2025 at a reported price of $8.81 per share. After the transaction he beneficially owned 55,426 shares directly. The filing explains these shares were traded back to the company to cover tax liability arising from vested stock awards, indicating the transaction was for tax withholding rather than an open-market discretionary sale. The Form 4 is signed and dated 08/18/2025.

Positive

• Transaction disclosed as tax withholding for vested awards, indicating a non-discretionary, administrative sale
• Complete disclosure including transaction date, price ($8.81), number of shares (1,539) and post-transaction ownership (55,426)

Negative

• Reduction in direct ownership of 1,539 shares, lowering holdings to 55,426 shares

Insights

Securities Analyst

TL;DR Insider sold 1,539 shares to satisfy tax withholding on vested awards; ownership remains 55,426 shares.

From a securities compliance and investor-signaling perspective, this transaction appears routine and administrative. The sale is explicitly identified as a tax-withholding action for vested awards, which reduces the reporting person’s direct share count by a modest amount. The reported price of $8.81 per share and the resulting post-transaction ownership offer clarity on the magnitude of the disposition. Absent additional filings or a pattern of open-market sales, this single Form 4 does not alone indicate a change in insider sentiment about the company’s prospects.

Corporate Governance Expert

TL;DR Transaction aligns with standard executive compensation mechanics; disclosure is timely and specific.

The filing documents a standard mechanism where vested equity is surrendered to the issuer to satisfy tax obligations. Such transactions are common and typically viewed as administrative rather than evaluative of management’s view on valuation. The Form 4 provides the transaction date, price, number of shares disposed, and resulting beneficial ownership, which satisfies disclosure expectations for transparency. No derivative transactions or changes in control are reported here.

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^*

Rodriguez Tony

(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 Technology 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		1,539(1)	D	$8.81	55,426	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/ Tony Rodriguez	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 Tony Rodriguez report on Form 4 for Digimarc (DMRC)?

He reported a sale of 1,539 shares of Digimarc common stock on 08/15/2025 at $8.81 per share; post-transaction beneficial ownership is 55,426 shares.

Why were the shares sold according to the Form 4?

The filing states the shares were traded back to the company to cover tax liability for vested stock awards.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 08/18/2025, covering the transaction dated 08/15/2025.

Does the Form 4 report any derivative transactions for DMRC by this insider?

No. The filing shows only a non-derivative disposition of common stock and no derivative securities reported.

What was the price per share for the reported transaction?

The reported transaction price was $8.81 per share.