Digimarc Corp·4

May 21, 7:59 PM ET

mccormack riley 4

4 · Digimarc Corp · Filed May 21, 2026

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Digimarc (DMRC) CEO Riley McCormack Exercises Options, Buys 500 Units

What Happened Riley McCormack, CEO of Digimarc Corp (DMRC), exercised one tranche of an option and acquired 500 common units of Digimarc LLC on May 21, 2026. He paid $12.05 per unit for a total cash outlay of $6,025. The Form 4 also shows the derivative exercise mechanics (a grant and immediate conversion of a 500-unit option tranche recorded at $0).

Key Details

  • Transaction date: May 21, 2026.
  • Acquisition: 500 common units purchased at $12.05 each; total $6,025.
  • Derivative activity: Option tranche of 500 units was exercised (reported as grant at $0 and conversion/ exercise).
  • Option structure: The option covers 1,500 common units exercisable in three equal tranches of 500; this filing reports exercise of one tranche.
  • Units vs. shares: These are 500 common units of Digimarc LLC (the issuer is the managing member and majority owner).
  • Redemption/convertibility: The common units are generally redeemable after May 20, 2027 for an equal number of Digimarc Corp common shares or, at the issuer’s election, cash equal to the fair market value of the shares.
  • Shares owned after transaction: not specified in the filing.
  • Filing timeliness: Reported for the transaction date (no late filing indicated).

Context This was an option exercise and purchase (a cash acquisition), not an immediate sale. The filing reflects the standard mechanics of exercising a tranche of a multi-part option and acquiring LLC common units that can later convert to company shares (or be redeemed for cash) after the stated redemption date. No inference about the CEO’s motives should be drawn from this single transaction.

Insider Transaction Report

Form 4
Period: 2026-05-21
mccormack riley
DirectorChief Executive Officer10% Owner
Transactions
  • Award

    Unit Option

    [F1]
    2026-05-21+500500 total
    Exercise: $12.05Exp: 2036-05-19Common Units (500 underlying)
  • Exercise/Conversion

    Unit Option

    [F1]
    2026-05-215000 total
    Exercise: $12.05Exp: 2036-05-19Common Units (500 underlying)
  • Award

    Common Units

    [F2]
    2026-05-21$12.05/sh+500$6,0255,603 total
    From: 2027-05-20Common Stock (500 underlying)
Footnotes (2)
  • [F1]The option is part of an option for 1,500 common units which is exercisable in three equal tranches of 500. The option exercise price and therefore the grant date for purposes of Form 4 reporting is determined as of the date of exercise. On May 21, 2026, Mr. McCormack exercised one tranche of the option with respect to 500 common units.
  • [F2]500 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 20, 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.
Signature
/s/ Riley McCormack|2026-05-21

Documents

1 file
  • 4
    rdgdoc.xmlPrimary

    FORM 4