UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 46, 2026

DIGIMARC CORPORATION

(Exact name of registrant as specified in its charter)

Oregon		001-43301		41-4528284
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

8500 SW Creekside Place, Beaverton, Oregon 97008

(Address of principal executive offices) (Zip Code)

(503) 469-4800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share		DMRC		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEmployment ~~June 8,~~Arrangements ~~2026, Digimarc Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”)~~ with ~~Needham &~~President Company, LLC (the “Sales Agent”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s common stock having an aggregate offering price of up to $17,500,000 (the “Shares”). The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-272903), as amended on May 18, 2026, which amendment was declared effective on May 21, 2026. The Company filed a prospectus supplement dated June 8, 2026, with the Securities and ~~Exchange~~Chief ~~Commission~~Executive ~~(the~~Officer ~~“SEC”) in connection with the offer and sale of the Shares.~~

~~Sales~~As disclosed on June 8, 2026, the Board of Directors (the ~~Shares~~“Board”) of Digimarc Corporation (the “Company”) previously appointed Paul Carreiro as President and Chief Executive Officer of the Company, ifeffective ~~any~~July 6, ~~may~~2026 be(the ~~made~~“Effective byDate”). ~~any~~In ~~method~~connection ~~that~~therewith, ison ~~deemed~~July an6, 2026, the Compensation and Talent Management Committee of the Board (the “atCTM Committee”) approved a one-time grant to Mr. Carreiro of LTIP Units (such units, the ~~market~~“LTIP ~~offering~~Units” asand ~~defined~~such grant, the “LTIP Unit Grant”) in ~~Rule~~DMRC ~~415~~LLC ~~promulgated~~(“DMRC”), ~~under~~a subsidiary of the ~~Securities~~Company, ~~Act~~pursuant ofto ~~1933~~an Inducement LTIP Unit Award Agreement, dated July 6, 2026, between Mr. Carreiro and DMRC (the “Inducement Award Agreement”), as ~~amended~~a material inducement to Mr. Carreiro’s acceptance of employment with the Company. The LTIP Unit Grant consists of (i) 307,400 ~~including~~LTIP byUnits ~~means~~(the “Time-Vesting LTIP Units”) that will vest in fifteen equal quarterly installments of ~~ordinary~~19,213 ~~brokers’~~Time-Vesting ~~transactions~~LTIP Units on ~~the~~each ~~Nasdaq~~consecutive ~~Global~~calendar ~~Select~~quarter-end ~~Market~~beginning aton ~~market~~September ~~prices~~30, 2026, and one final quarterly installment of 19,205 Time-Vesting LTIP Units on June 30, 2030, in ~~block~~each ~~transactions~~case orsubject asto ~~otherwise~~Mr. ~~agreed~~Carreiro’s bycontinued employment with the Company through each applicable vesting date, and (ii) 752,600 LTIP Units (the ~~Sales~~“Performance-Vesting ~~Agent~~LTIP Units”) that will vest based on the achievement of certain Stock Price (as defined in the Inducement Award Agreement) thresholds during the applicable performance period, in each case subject to Mr. ~~The~~Carreiro’s ~~Sales~~continued ~~Agent~~employment ~~will~~with ~~receive~~the ~~from~~Company through the achievement of such Company acommon ~~commission~~stock price threshold and through the end of the applicable performance period, as follows: (a) 33-1/3% of the Performance-Vesting LTIP Units will vest on the second anniversary of the Effective Date provided the Stock Price equals or exceeds $14.0037 during the period from the Effective Date through July 5, 2028, (b) 33-1/3% of the ~~gross~~Performance-Vesting ~~sales~~LTIP ~~price~~Units ~~per~~will ~~share~~vest ~~for~~on ~~Shares~~the ~~sold~~third anniversary of the Effective Date provided the Stock Price equals or exceeds $21.92 during the period from the Effective Date through July 5, 2029, and (c) 33-1/3% of the ~~Sales~~Performance-Vesting ~~Agent~~LTIP ~~under~~Units will vest on the ~~Sales~~fourth ~~Agreement~~anniversary of the Effective Date provided the Stock Price equals or exceeds $38.33 during the period from the Effective Date through July 5, 2030.

~~The representations~~Additionally, ~~warranties~~the ~~and~~CTM ~~covenants~~Committee ~~contained~~approved in the ~~Sales~~entry into an Executive Retention Agreement, ~~were~~dated ~~made~~July ~~solely~~6, ~~for~~2026 (the ~~benefit~~“Retention ofAgreement”), ~~the~~with ~~parties~~Mr. Carreiro, pursuant to ~~the~~which ~~Sales~~Mr. ~~Agreement,~~Carreiro ~~and~~would ~~may~~receive beas ~~subject~~severance benefits 18 months’ salary and up to ~~limitations~~18 ~~agreed~~months’ ~~upon~~premiums bynecessary ~~the~~to ~~contracting~~continue ~~parties~~Mr. ~~Accordingly,~~Carreiro’s health insurance coverage under the ~~Sales~~Company’s ~~Agreement~~health isinsurance ~~incorporated~~plan ~~herein~~in bythe ~~reference~~event ~~only~~of totermination ~~provide~~of ~~investors~~Mr. ~~with~~Carreiro’s ~~information~~employment ~~regarding~~by the ~~terms~~Company ofwithout ~~the~~cause, ~~Sales~~or ~~Agreement~~termination ~~and~~by ~~not~~Mr. toCarreiro ~~provide~~for ~~investors~~good ~~with~~reason. ~~any~~If ~~other~~such ~~factual~~termination ~~information~~of ~~regarding~~employment ~~the~~occurs ~~Company~~within orthree ~~its~~months ~~business,~~before ~~and~~or ~~should~~twelve bemonths ~~read~~after ina ~~conjunction~~change ~~with~~of ~~the~~control, ~~disclosures~~Mr. inCarreiro ~~the~~would ~~Company’s~~also ~~periodic~~be ~~reports~~entitled ~~and~~to ~~other~~a ~~filings~~pro ~~with~~rata ~~the~~target ~~SEC~~bonus.

~~This~~The ~~Current~~foregoing ~~Report~~descriptions onof ~~Form 8-K shall~~the ~~not~~Inducement ~~constitute~~Award anAgreement ~~offer~~and tothe ~~sell~~Retention orAgreement ~~the~~are ~~solicitation~~not ofcomplete anand ~~offer~~are toqualified ~~buy~~in ~~nor~~their ~~shall~~entirety ~~there~~by bereference ~~any~~to ~~sale~~the full text of ~~these~~each ~~securities~~of inthe ~~any~~Inducement ~~state~~Award inAgreement ~~which~~and ~~such~~the ~~offer~~Retention Agreement, ~~solicitation~~which orare ~~sale~~filed ~~would~~as beExhibits ~~unlawful~~10.1 ~~prior~~and 10.2, respectively, to ~~registration~~this orCurrent ~~qualification~~Report ~~under~~on ~~the~~Form ~~securities~~8-K ~~laws~~and ofincorporated ~~any~~herein ~~such~~by ~~state~~reference.

The summary of the Sales Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto. The legal opinion of Perkins Coie LLP relating to the Shares is filed as Exhibit 5.1 hereto.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of President and Chief Executive Officer

On June 8, 2026, the Company announced that its Board of Directors (the “Board”) appointed Paul Carreiro as President and Chief Executive Officer of the Company, effective July 6, 2026.

Mr. Carreiro, age 65, has served as President and Chief Executive Officer, and a member of the board of directors, of Elemica, Inc., a leading Digital Supply Chain Network for B2B industries, since May 2024. Prior to that role, Mr. Carreiro served as President, Global Field Operations for Kinaxis, Inc. (KXS.TO) from October 2018 until May 2024, and before that he served in key leadership positions at companies such as SAP America Inc. and Infor Global Solutions. Mr. Carreiro holds a Master of Business Administration from the London School of Economics and Political Science/NYU Stern/HEC, in addition to completing the Director’s College Program at McMaster University and Stanford University’s Advanced Management Program.

On June 4, 2026, the Company and Mr. Carreiro entered into an offer letter (the “Offer Letter”) setting forth the terms of his employment as President and Chief Executive Officer.

Pursuant to the Offer Letter, Mr. Carreiro will receive an annualized base salary of $500,000 and an initial performance bonus opportunity at a target of 100%, prorated and guaranteed at a minimum of 100% for 2026. Mr. Carreiro will also receive an inducement grant, pursuant to which he will be granted 307,400 time-based LTIP Units in DMRC LLC (the “time-based LTIP Units”) and 752,600 performance-based LTIP Units in DMRC LLC (the “performance-based LTIP Units” and, together with the time-based LTIP Units, the “LTIP Units”). The time-based LTIP Units will vest in equal quarterly installments over a four-year period. The performance-based LTIP Units will vest based on achievement of certain stock price goals, vesting 33% for achieving each of the successively higher stock price goals, with a minimum vesting period of 2, 3, and 4 years for each respective goal. In the event Mr. Carreiro’s employment with the Company is terminated without cause or for good reason and unrelated to a change in control of the Company, he will receive 18 months of his then-current salary, 18 months of health benefits or a health benefit stipend, and accelerated vesting of the time-based LTIP Units. In the event Mr. Carreiro’s employment with the Company is terminated without cause or for good reason in connection with a change in control of the Company, he will receive 18 months of his then-current salary, 18 months of health benefits or a health benefit stipend, a prorated target bonus, and full vesting of the LTIP Units.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There are no (i) family relationships between Mr. Carreiro and any officer or director of the Company, or (ii) arrangements or understandings between Mr. Carreiro and any other person pursuant to which Mr. Carreiro was appointed as President and Chief Executive Officer. Mr. Carreiro does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Departure of President and Chief Executive Officer

In connection with the appointment of Mr. Carreiro, on June 5, 2026, the Company determined that Riley McCormack’s service as President and Chief Executive Officer will conclude effective July 5, 2026. In connection with this transition, and pursuant to the terms of his existing agreements, Mr. McCormack will be entitled to severance benefits, including certain accelerated equity vesting and health benefit stipends. Mr. McCormack will remain on the Company’s Board of Directors following the transition.

Item 8.01 Other Events.

In connection with the ~~launch~~Company’s filing of ~~the~~a atregistration statement on Form S-~~the-market~~3 ~~offering~~and ~~program~~a ~~described~~registration ~~above~~statement on Form S-8, the Company is providing the following disclosure ~~regarding a recent development in its business~~.

The Company has ~~received~~a ~~notice~~history ~~from~~of aincurring ~~commercial~~negative ~~customer~~cash ~~that~~flows ~~such~~from ~~customer~~operating isactivities ~~exercising~~and adepending ~~contractual~~on ~~right~~future toresults ~~terminate~~may ~~two~~continue ofto ~~its~~incur ~~contracted~~negative ~~projects~~cash ~~with~~flows in the future. The Company, ~~effective~~believes ~~June 16~~its cash and marketable securities of $9.0 million at May 31, 2026, ~~due~~will tonot abe ~~change~~sufficient into ~~requirements~~fund ~~imposed~~the byCompany’s ~~its~~operations, ~~government~~as ~~end-customer.~~currently ~~The~~planned, ~~commercial~~for ~~customer~~at isleast ~~working~~12 tomonths ~~obtain~~from ~~recertification~~the filing of ~~these~~this ~~projects~~Current ~~from~~Report ~~the~~on ~~government~~Form ~~end~~8-~~customer. However~~K, ifunless ~~these~~the ~~efforts~~Company ~~are~~is ~~not~~able ~~successful,~~to ~~the~~grow ~~terminations~~revenues, ofraise ~~these~~additional ~~projects~~capital, ~~would~~including ~~result~~by inissuing ashares ~~reduction~~under toits at-the-market ~~Company’s~~offering ~~annual~~program, ~~recurring~~or ~~revenue~~reduces ~~(ARR)~~planned ofoperating $2costs.~~7 million.~~ ~~The~~Under ~~Company~~ASC is205-40, ~~currently~~substantial indoubt ~~negotiations~~exists ~~with~~about the ~~commercial~~Company’s ~~customer~~ability to ~~restructure~~continue ~~the~~as ~~contract~~a togoing ~~provide~~concern. aThe ~~guaranteed~~Company’s ~~minimum~~consolidated ~~annual~~financial ~~license~~statements ~~fee~~ that ~~would~~were ~~partially~~previously ~~offset~~included in the ~~reduction~~Company’s toAnnual ~~ARR~~Report ason ~~these~~Form ~~recertification~~10-K ~~efforts~~for ~~proceed.~~the Inyear ~~addition~~ended December 31, 2025, filed with the ~~Company~~Securities isand ~~working~~Exchange ~~with~~Commission (the ~~commercial~~“SEC”) ~~customer~~on toMarch ~~obtain~~11, ~~certification~~2026, ~~from~~and the ~~government~~Company’s ~~end-customer~~Quarterly ~~for~~Report ~~two~~on ~~additional~~Form ~~projects,~~10-Q asfor ~~well~~the asquarter toended ~~obtain~~March ~~recertification~~31, of2026, filed with the ~~national~~SEC ~~deposit-return~~on ~~system~~May ~~(DRS)~~13, ~~project~~2026, that ~~was~~are ~~terminated~~incorporated inby reference within the ~~second~~registration ~~quarter~~statements ofhave ~~2025.~~been Ifprepared ~~successful,~~on ~~these~~a ~~certification~~going ~~and~~concern ~~recertification~~basis, ~~initiatives~~which ~~could~~contemplates ~~result~~the inrealization aof ~~substantial~~assets ~~increase~~and satisfaction of liabilities in ~~ARR~~the ~~from~~normal ~~this~~course ~~customer,~~of asbusiness. ~~compared~~The toconsolidated ~~the~~financial ~~$3.7 million~~statements ofdo ~~ARR~~not ~~from~~include ~~such~~any ~~customer~~adjustments ~~prior~~that tomight result from the ~~reduction~~outcome ~~described~~of ~~above.~~this uncertainty.

~~This~~The ~~Current~~Company ~~Report~~plans, onas ~~Form~~necessary, ~~8-K contains various “forward-looking statements.” These forward-looking statements include statements regarding the possibility of restructuring the specified customer contract~~ to ~~provide~~secure aadditional ~~guaranteed~~capital ~~minimum~~in ~~annual license fee,~~ the ~~opportunity~~future ~~to substantially increase ARR~~ through ~~successful~~increased ~~certification and recertification initiatives with that same customer~~revenue, ~~and other statements identified by terminology such as “will~~partnerships,” ~~“could,”~~equity ~~“should~~financing,” ~~“may,” “expects,” “estimates,” “predicts” and “continue”~~ or other ~~derivations~~sources ofto ~~these~~carry orout ~~other~~the ~~comparable terms. These forward-looking statements are statements of management~~Company’s ~~opinion~~planned and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied from the statements in this release as a result of changes in economic, business ~~and regulatory factors~~activities. ~~More~~If ~~detailed~~additional ~~information~~capital ~~about risk factors that may affect actual results~~ is ~~outlined in the company’s Form 10-K for the year ended December 31, 2025, and in subsequent periodic reports filed with the SEC. Readers are cautioned~~ not toavailable ~~place undue reliance~~ on ~~these~~acceptable ~~forward-looking statements~~terms, ~~which~~or ~~reflect~~at ~~management’s~~all, ~~opinions~~when ~~only as of the date of this release. Except as~~ required ~~by law~~, the Company ~~undertakes~~may noneed ~~obligation~~ to ~~publicly~~take ~~update~~steps orto ~~revise~~contain ~~any~~costs ~~forward-looking~~until ~~statements~~such tofunding ~~reflect~~is ~~events~~received, orwhich ~~circumstances~~could ~~that~~have ~~may~~a ~~arise~~material ~~after~~adverse ~~the~~effect ~~date~~on ofthe ~~this~~Company’s ~~release~~business.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Sales Agreement, dated June 8, 2026 by and between the Company and Needham & Company, LLC
10.1		Inducement LTIP Unit Award Agreement, dated July 6, 2026, by and between DMRC LLC and Paul Carreiro
5.1		Opinion of Perkins Coie LLP, counsel to Digimarc Corporation
10.2		Executive Retention Agreement, dated July 6, 2026, by and between Digimarc Corporation and Paul Carreiro
10.1*		Offer Letter, dated June 4, 2026, by and between Digimarc Corporation and Paul Carreiro
99.1		Press Release, dated July 6, 2026
23.1		Consent of Perkins Coie LLP (included in Exhibit 5.1)
99.1		Press Release, dated June 8, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the SEC a copy of any omitted exhibit or appendix upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~June 8~~July 6, 2026

	Digimarc Corporation

	By:	/s/ Charles Beck
		Chief Financial Officer, Treasurer and Secretary

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