[144] OneMain Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Digimarc Corporation (DMRC) filed an 8-K announcing a Cooperation Agreement with activist investor Altai Capital Management and its principal, Rishi Bajaj. Effective 28-Jul-2025, the Board expanded from seven to eight directors and appointed Bajaj to fill the new seat until the 2026 annual meeting. In exchange, the Investors agreed to a stand-still period that lasts until the first day after the 2026 AGM: they will vote all DMRC shares they control in line with Board recommendations, except where both ISS and Glass Lewis advise otherwise or in an Extraordinary Transaction. The pact also contains customary non-disparagement, confidentiality and solicitation restrictions.

Bajaj will receive DMRC’s standard non-employee director compensation and an indemnification agreement; no related-party transactions or family relationships were disclosed. A press release (Ex. 99.1) announcing the agreement and appointment was issued on 29-Jul-2025. The Cooperation Agreement itself is filed as Ex. 10.1.

Positive

• Proxy contest avoidance: stand-still and voting alignment reduce litigation and solicitation costs.
• Activist insight on board: Altai Capital’s presence could enhance strategic oversight and shareholder focus.

Negative

• Limited duration: cooperation ends after 2026 AGM, potentially reviving activism thereafter.
• Board expansion dilution: increasing board size may lessen individual accountability without clear performance metrics.

Insights

Corporate Governance Expert

TL;DR: Activist joins board under stand-still, reducing proxy risk and aligning votes through 2026.

The agreement neutralises a potential proxy contest by giving Altai Capital a board seat while binding the investor to support management proposals for roughly one year. This curtails short-term governance disruption and signals constructive activism. The limited term keeps pressure on management to deliver strategic progress before the 2026 AGM. Non-disparagement and solicitation limits further lower headline risk. Financial impact is indirect but positive: fewer legal expenses, greater strategic focus, and potential credibility with other shareholders through Altai’s involvement.

Portfolio Manager

TL;DR: Governance move is modest; valuation catalyst depends on future operational wins.

While adding an activist director can accelerate change, the Cooperation Agreement stops short of concrete operational commitments. The stand-still ensures near-term stability but may also limit more forceful actions that sometimes unlock value. Market reaction will hinge on whether Bajaj influences capital allocation or product strategy before the 2026 window closes. Net impact today is neutral; upside will surface only if strategic shifts follow.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	35000	2081480.36	118870352	07/29/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/16/2024	Restricted Stock Vesting	Issuer			1177	07/16/2024	Compensation
Common	02/20/2025	Restricted Stock Vesting	Issuer			22648	02/20/2025	Compensation
Common	07/16/2025	Restricted Stock Vesting	Issuer			11175	07/16/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Douglas Shulman 601 N.W. Second Street Evansville IN 47708	Common	04/29/2025	40000	1999911.45
Douglas Shulman 601 N.W. Second Street Evansville IN 47708	Common	05/01/2025	25000	1187122.34
Douglas Shulman 601 N.W. Second Street Evansville IN 47708	Common	06/16/2025	20000	1051167.05

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why was Rishi Bajaj added to Digimarc's (DMRC) board?

He joins under a Cooperation Agreement granting Altai Capital board representation while averting a proxy fight.

How long does the Digimarc–Altai Capital stand-still last?

Until the first day after the 2026 annual shareholder meeting, unless earlier terminated per the agreement.

What voting commitments did Altai Capital make in the agreement?

The Investors will vote all DMRC shares in line with Board recommendations on directors and other proposals, with limited exceptions.

Does the agreement affect Digimarc's financial guidance?

No earnings or guidance changes were disclosed; the filing relates solely to corporate governance.

Will Rishi Bajaj receive additional compensation?

He will receive Digimarc's standard non-employee director pay and an indemnification agreement; no special payments were noted.