[Form 4] Digimarc Corporation Insider Trading Activity

Rhea-AI Filing Summary

Digimarc Corporation insider filing shows Ken Sickles, EVP and Chief Product Officer, reported a disposition of company common stock on 08/15/2025. The filing records a Code F transaction where 944 shares were delivered to the company at $8.81 per share to satisfy tax obligations from vested stock awards. After the transaction, Sickles beneficially owned 40,537.405 shares directly. The form includes a short explanation: the shares were traded back to the company to cover tax liability for vested awards.

Positive

• Timely disclosure of the transaction under Section 16
• Transaction clearly explained as shares delivered to cover tax liabilities from vested awards
• Insider retains substantial ownership after the transaction (40,537.405 shares)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider share delivery to satisfy tax withholding; small relative to total holdings and not indicative of change in business prospects.

Ken Sickles reported a Code F disposition of 944 shares at $8.81 to cover tax liabilities from vested awards, leaving 40,537.405 shares beneficially owned. This is a common post-vesting tax-related transaction rather than an open-market sale. The report is timely and compliant with Section 16 reporting requirements, providing transparency around insider holdings.

Corporate Governance Expert

TL;DR: Compliance-focused filing documenting tax-withholding share delivery; governance practices appear routine and properly disclosed.

The Form 4 discloses an internal share delivery to the issuer to cover tax on vested awards, with an explicit explanatory note. The signature and filing indicate adherence to reporting protocols. There is no indication of unusual timing, related-party issues, or coordinated group filings that would raise governance concerns.

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^*

Sickles Ken

(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 Product 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		944(1)	D	$8.81	40,537.405	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/ Ken Sickles	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 Ken Sickles report on the Form 4 for Digimarc (DMRC)?

He reported a Code F disposition on 08/15/2025 where 944 shares were delivered to the company at $8.81 per share to cover tax liabilities from vested awards.

How many Digimarc (DMRC) shares does Ken Sickles beneficially own after the transaction?

Following the reported transaction, he beneficially owns 40,537.405 shares directly.

Why were the shares disposed of 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 transaction executed and when was the Form 4 signed?

The transaction date is 08/15/2025 and the Form 4 is signed by Ken Sickles on 08/18/2025.

Does the Form 4 indicate any joint filing or group sale?

No. The form is filed by one reporting person (Ken Sickles) and contains no indication of a joint/group filing.