Sec Form 4 Filing - mccormack riley @ Digimarc Corp - 2026-06-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
mccormack riley
2. Issuer Name and Ticker or Trading Symbol
Digimarc Corp [ DMRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
8500 SW CREEKSIDE PLACE
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2026
(Street)
BEAVERTON, OR97008
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/16/2026 J( 1 ) 2,275,737 ( 1 ) D 0 I ( 2 ) See Footnote ( 2 )
Common Stock 06/16/2026 S 69,363 ( 1 ) D $ 10.8337 ( 3 ) 42,074 I ( 4 ) See Footnote ( 4 )
Common Stock 06/16/2026 S 3,512 ( 1 ) ( 5 ) D $ 10.9602 ( 6 ) 0 I ( 7 ) See Footnote ( 7 )
Common Stock 06/17/2026 S 15,003 D $ 10.0464 ( 8 ) 27,071 I ( 4 ) See Footnote ( 4 )
Common Stock 06/18/2026 S 27,071 D $ 9.4622 ( 9 ) 0 I ( 4 ) See Footnote ( 4 )
Common Stock 64,659 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
mccormack riley
8500 SW CREEKSIDE PLACE
BEAVERTON, OR97008
X Chief Executive Officer
TCM Strategic Partners L.P.
8500 SW CREEKSIDE PLACE
BEAVERTON, OR97008
Former 10% Owner
TCM Strategic GP LLC
8500 SW CREEKSIDE PLACE
BEAVERTON, OR97008
Former 10% Owner
Signatures
TCM Strategic Partners L.P., By: TCM Strategic GP LLC, its general partner, By: /s/ Riley McCormack, its manager 06/18/2026
Signature of Reporting Person Date
TCM Strategic GP LLC, By: /s/ Riley McCormack, its manager 06/18/2026
Signature of Reporting Person Date
/s/ Riley McCormack 06/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 16, 2026, TCM Strategic Partners L.P. (the "TCM Fund") made an in-kind distribution of an aggregate 2,275,737 shares to its limited partners and its general partner, proportionately based on their respective limited partnership interests, for no consideration. Also on June 16, 2026, the TCM Fund transferred an additional 79,356 shares to TCM Strategic L.P. (the "TCM IM"), the investment manager of the TCM Fund, in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder.
( 2 )The securities are directly owned by the TCM Fund. TCM Strategic GP LLC (the "TCM GP") is the general partner of the TCM Fund. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 3 )This transaction was executed in multiple trades at prices ranging from $10.50 to $11.355, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )The securities are directly owned by the TCM IM. Riley McCormack is the founder and sole owner of the TCM IM. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 5 )Includes 3,512 shares that were acquired by TCM GP pursuant to the pro-rata in-kind distribution by the TCM Fund on June 16, 2026, described in footnote 1 herein, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 thereunder.
( 6 )This transaction was executed in multiple trades at prices ranging from $10.72 to $11.345, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 7 )The securities are directly owned by the TCM GP. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 8 )This transaction was executed in multiple trades at prices ranging from $9.85 to $10.79, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 9 )This transaction was executed in multiple trades at prices ranging from $9.30 to $9.755, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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