Digimarc CORP 8-K

What Happened
Digimarc CORP announced on May 15, 2026 that it completed a previously disclosed reorganization under an Agreement and Plan of Reorganization dated March 12, 2026. The merger involved Deschutes Merger Sub, Inc. merging into Digimarc (the Company), after which the Company became a wholly owned subsidiary of Digimarc Parent, Inc. (f/k/a Deschutes Parent, Inc., “Holdings”) and converted into an Oregon limited liability company named Digimarc LLC. At the effective time, all outstanding shares of the Company’s common and preferred stock were exchanged one-for-one for shares of Holdings common and preferred stock, and all options, RSUs and performance RSUs were assumed and converted into equivalent awards with respect to Holdings common stock. Holdings assumed the Company’s employee equity plans and the consolidated assets, liabilities and shareholders’ equity remained the same. Shares continue to trade on Nasdaq under the symbol “DMRC”; Nasdaq will reflect the entity name change to “Digimarc Parent, Inc.” and the new CUSIP 25382K100 effective May 19, 2026.

Key Details

• Reorganization effective date: May 15, 2026; Agreement and Plan of Reorganization dated March 12, 2026.
• Share treatment: all issued and outstanding Company common and preferred shares exchanged 1-for-1 into Holdings common/preferred; options, RSUs and PRSUs assumed and converted into awards for the same number of Holdings shares.
• Corporate governance: directors and executive officers of the Company became the directors and executive officers of Holdings (Riley McCormack remains CEO).
• Regulatory/ticker changes: Holdings is deemed the successor issuer under Rule 12g-3(a) and is registered under Section 12(b); Nasdaq will show the name change to Digimarc Parent, Inc. and CUSIP 25382K100 effective May 19, 2026. Holdings will file under CIK 0002119322; the Company intends to file Form 15 to terminate its separate reporting obligations.

Why It Matters
For shareholders, ownership percentage and economic rights did not change—shares were converted one‑for‑one and outstanding equity awards remain subject to the same terms but are now framed in Holdings stock. The public market presence continues under the same ticker (DMRC) though the registered issuer and CUSIP have changed, which can affect how filings and future offering registrations (S-3/S-8) are made and where investors find disclosure (Holdings’ CIK). Investors should note the Nasdaq name and CUSIP change effective May 19, 2026, and that the old corporate entity will seek to suspend/terminate its separate reporting via Form 15.