How are Digimarc LLC common units related to Digimarc Corp common stock?

The filing states that 500 Digimarc LLC common units were purchased and are generally redeemable after May 20, 2027. Each unit can be redeemed for either one share of Digimarc Corp common stock or cash equal to that share’s fair market value, at the issuer’s election.

Digimarc CEO exercises options for 500 units

Digimarc Corp Chief Executive Officer Riley McCormack reported compensation-related equity activity involving common units and options.

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Form Type

Rhea-AI Filing Summary

Digimarc Corp Chief Executive Officer Riley McCormack reported compensation-related equity activity involving common units and options. He exercised a unit option covering 500 common units at a conversion price of $12.05 per unit and received 500 common units, bringing his direct holdings to 5,603 common units. He was also granted a new unit option for 500 common units at a $12.05 conversion price expiring on May 19, 2036. According to the disclosure, the option is part of a larger 1,500-unit award exercisable in three tranches of 500, and Digimarc LLC common units are generally redeemable after May 20, 2027 for either an equal number of Digimarc Corp common shares or cash equal to their fair market value, at the issuer’s election.

Insider Trade Summary

500 shares exercised/converted

Exercise 3 txns

Insider mccormack riley

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Unit Option	500	$0.00	$0.00
Exercise	Unit Option	500	$0.00	$0.00
Grant/Award	Common Units	500	$12.05	$6K

Holdings After Transaction: Unit Option — 0 contracts (Direct); Common Units — 5,603 contracts (Direct)

Footnotes (2)

F1. The option is part of an option for 1,500 common units which is exercisable in three equal tranches of 500. The option exercise price and therefore the grant date for purposes of Form 4 reporting is determined as of the date of exercise. On May 21, 2026, Mr. McCormack exercised one tranche of the option with respect to 500 common units.
F2. 500 common units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were purchased by Mr. McCormack. Common units are generally redeemable after May 20, 2027 for an equal number of shares of the issuer's common stock or at the election of the issuer as Managing Member, cash equal to the fair market value of such shares.

Key Figures

Common units acquired: 500 common units Conversion price: $12.05 per unit Units held after transaction: 5,603 common units +4 more

7 metrics

Common units acquired 500 common units Exercised from unit option on May 21, 2026

Conversion price $12.05 per unit Exercise price for 500 common units

Units held after transaction 5,603 common units Direct Digimarc LLC common unit holdings post-transaction

New unit option grant 500 common units Option granted with $12.05 conversion price

Option expiration May 19, 2036 Expiration date of unit option linked to 500 units

Total award size 1,500 common units Option exercisable in three tranches of 500 units

Redemption start date May 20, 2027 Date after which common units are generally redeemable

Key Terms

Unit Option, Common Units, grant/award acquisition, derivative exercise/conversion, +1 more

5 terms

Unit Option financial

"The option is part of an option for 1,500 common units which is exercisable in three equal tranches of 500."

Common Units financial

"500 common units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were purchased by Mr. McCormack."

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

grant/award acquisition financial

"transaction_action: grant/award acquisition for 500.0000 Common Units and 500.0000 Unit Option."

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion for 500.0000 Unit Option into 500.0000 Common Units."

redeemable financial

"Common units are generally redeemable after May 20, 2027 for an equal number of shares of the issuer's common stock or cash."

FAQ

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What did Digimarc (DMRC) CEO Riley McCormack report in this Form 4?

Riley McCormack reported acquiring equity-linked interests in Digimarc. He exercised an option for 500 common units and received a new option for 500 common units, both tied to a conversion price of $12.05 per unit, with no open-market share sales disclosed.

How many Digimarc LLC common units does the CEO hold after these transactions?

After these transactions, the CEO directly holds 5,603 Digimarc LLC common units. This reflects the addition of 500 common units acquired on May 21, 2026 through option exercise, as disclosed in the Form 4, and represents his updated post-transaction common unit position.

What options did the Digimarc CEO exercise and receive on May 21, 2026?

On May 21, 2026, the CEO exercised a unit option covering 500 common units at a $12.05 conversion price and received a new grant of a unit option for 500 common units with the same $12.05 conversion price, expiring May 19, 2036, as part of a larger 1,500-unit award.

Did the Digimarc CEO sell any shares or units in this Form 4 filing?

No sales are disclosed in this Form 4. All reported transactions are acquisitions or exercises: a grant of 500 common units, an exercise of a 500-unit option, and a new 500-unit option grant, with no reported dispositions or open-market sales.

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Accepted by SEC EDGAR 05/21/2026 - 07:59 PM EDT

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^*

mccormack riley

(Last)

(First)

(Middle)

8500 SW CREEKSIDE PLACE

(Street)

BEAVERTON

OREGON

97008

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Unit Option	$12.05	05/21/2026		A		500		⁽¹⁾	05/19/2036	Common Units	500	$0	500	D
Unit Option	$12.05	05/21/2026		M			500	⁽¹⁾	05/19/2036	Common Units	500	$0	0	D
Common Units	⁽²⁾	05/21/2026		A		500		05/20/2027	⁽²⁾	Common Stock	500	$12.05	5,603	D

Explanation of Responses:

1. The option is part of an option for 1,500 common units which is exercisable in three equal tranches of 500. The option exercise price and therefore the grant date for purposes of Form 4 reporting is determined as of the date of exercise. On May 21, 2026, Mr. McCormack exercised one tranche of the option with respect to 500 common units.

2. 500 common units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were purchased by Mr. McCormack. Common units are generally redeemable after May 20, 2027 for an equal number of shares of the issuer's common stock or at the election of the issuer as Managing Member, cash equal to the fair market value of such shares.

	/s/ Riley McCormack	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR