[Form 4] Digimarc Corporation Insider Trading Activity

Rhea-AI Filing Summary

George Karamanos, EVP and Chief Legal Officer of Digimarc Corporation (DMRC), disposed of 1,322 shares of Digimarc common stock on 08/15/2025 at a price of $8.81 per share. The filing states these shares were traded back to the company to cover taxes on vested stock awards. After this transaction, Karamanos beneficially owns 33,483 shares directly.

The disclosure is a routine insider tax-covering sale rather than an open-market divestiture; it reduces the reporting person's direct share count by the stated amount while preserving a substantial remaining holding.

Positive

• Disclosure completeness: The Form 4 specifies the transaction code, price per share, and reason for the sale (tax withholding).
• Continued ownership: After the transaction, the reporting person still beneficially owns 33,483 shares, indicating ongoing alignment with shareholders.

Negative

• Reduction in direct holdings: The reporting person's direct ownership decreased by 1,322 shares following the transaction.
• Execution price: Shares were disposed at $8.81, which may reflect current market conditions at the time of the sale.

Insights

Corporate Governance Expert

TL;DR Insider sold shares to cover tax on vested awards; transaction appears routine and not a signal of loss of confidence.

Karamanos executed a tax-withholding disposition of 1,322 shares at $8.81 per share, reducing his direct beneficial ownership to 33,483 shares. Such transactions are common when equity awards vest and do not, by themselves, indicate a change in executive intent or company governance. The filing properly reports the disposition under Section 16 and cites tax coverage as the reason, which aligns with standard practice for employees receiving equity compensation.

Securities Analyst

TL;DR Small, compensatory share sale; materiality to shareholders is limited given the remaining stake size.

The sale of 1,322 shares at $8.81 is modest in absolute terms. Because the disposition is identified as a share-for-tax settlement of vested awards, it is transactional rather than an investment decision. Investors should note the post-transaction direct ownership of 33,483 shares when assessing insider alignment, but this single routine sale is unlikely to be materially impactful to valuation or control dynamics.

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^*

Karamanos George

(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 Legal 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		1,322(1)	D	$8.81	33,483	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/ George Karamanos	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 George Karamanos report on the Form 4 for DMRC?

He reported a disposition of 1,322 shares of Digimarc common stock on 08/15/2025 at $8.81 per share to cover taxes on vested awards.

How many Digimarc (DMRC) shares does Karamanos own after the transaction?

The Form 4 shows he beneficially owns 33,483 shares following the reported disposition.

Why were the shares disposed according to the filing?

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

Was this Form 4 filing for a joint group or an individual?

The filing was made by one reporting person (an individual), specifically George Karamanos.

What role does the reporting person hold at Digimarc (DMRC)?

He is reported as an Executive Vice President and Chief Legal Officer, and is also listed as a director on the form.