Sec Form 4 Filing - mccormack riley @ Digimarc Parent, Inc. - 2026-05-19

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 Parent, Inc. [ 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
(Last) (First) (Middle)
8500 SW CREEKSIDE PLACE
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2026
(Street)
BEAVERTON, OR97008
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Common Units ( 1 ) 05/19/2026 A 5,103 05/18/2027 ( 1 ) Common Stock 5,103 $ 9.8 5,103 D
Long-Term Incentive Plan Units ( 2 ) 05/19/2026 A 1,050,000 ( 2 ) ( 2 ) Common Stock 1,050,000 $ 0 1,050,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
mccormack riley
8500 SW CREEKSIDE PLACE
BEAVERTON, OR97008
X X Chief Executive Officer
Signatures
/s/ Riley McCormack 05/20/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )5,103 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 18, 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.
( 2 )1,050,000 LTIP units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were granted to Mr. McCormack. LTIP units are convertible after certain appreciation and vesting into common units of Digimarc LLC which are redeemable as described in footnote (1). 61,250 of the LTIP units were vested upon grant and 30,625 LTIP units time vest on June 30, 2026 and each subsequent calendar quarter end through September 30, 2028 based on continued service through the vesting date. The remaining 682,500 LTIP units vest based on achievement of specified stock price hurdles. Acceleration of vesting can occur upon certain events such as termination of employment.

Remarks:
On May 15, 2026, Digimarc Parent, Inc. (which subsequently changed its name to Digimarc Corporation) ("New Digimarc") became the successor of Digimarc Corporation (which became a wholly-owned subsidiary of New Digimarc and was converted to an Oregon limited liability company) ("Old Digimarc") pursuant to an agreement and plan of reorganization, including an agreement and plan of merger attached thereto. The merger and reorganization resulted in New Digimarc's becoming a parent holding company of Old Digimarc, but did not alter the proportionate interests of security holders.

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