mccormack riley 4

What Happened

• Riley McCormack, CEO of Digimarc Parent, Inc. (DMRC), received a grant of 1,050,000 LTIP units in Digimarc LLC and purchased 5,103 common units of Digimarc LLC on May 19, 2026.
• The purchased common units were acquired at $9.80 each for a total cash outlay of $50,009. The 1,050,000 LTIP units were granted at $0.00 (an equity award/derivative).

Key Details

• Transaction date: May 19, 2026; Form 4 filed May 20, 2026 (timely).
• Purchase: 5,103 common units at $9.80 = $50,009 (footnote F1).
• Award: 1,050,000 LTIP units granted at $0.00 (derivative award) (footnote F2).
  • 61,250 of the LTIP units vested on grant.
  • 30,625 LTIP units time-vest on June 30, 2026 and each subsequent quarter-end through Sept 30, 2028 with continued service.
  • 682,500 LTIP units vest only upon achievement of specified stock-price hurdles; acceleration clauses may apply on certain events.
• Nature of units (footnote F1/F2): Common units of Digimarc LLC are generally redeemable after May 18, 2027 for an equal number of issuer common shares or, at the issuer’s election, cash equal to fair market value. LTIP units convert into common units upon vesting/achievement and are redeemable as described above.
• Shares/units owned after the transactions: Not disclosed in this filing.
• Corporate note: On May 15, 2026 Digimarc Parent (later renamed Digimarc Corporation) became the parent holding company of the prior Digimarc entity; the reorganization did not alter proportionate security-holder interests.

Context

• The 5,103-unit purchase is a direct cash purchase (a more concrete insider purchase than an award). The 1,050,000 LTIP units are a derivative award subject to vesting and performance hurdles and only convert to redeemable common units (and then shares or cash) when vesting/conditions are met. Awards are common in executive compensation and do not, by themselves, indicate a near-term change in holdings unless vested/converted.