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Digimarc Corp SEC Filings

DMRC NASDAQ

Welcome to our dedicated page for Digimarc SEC filings (Ticker: DMRC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

This page provides access to U.S. Securities and Exchange Commission filings for Digimarc Corporation (NASDAQ: DMRC), an Oregon-based company in the computer systems design services industry. Through these filings, investors can review how Digimarc reports its financial performance, governance matters, and other material events related to its digital identity, authentication, and digital watermarking business.

Core documents available through EDGAR include annual reports on Form 10-K and quarterly reports on Form 10-Q, which present audited and interim financial statements, segment information such as subscription and service revenue, discussions of annual recurring revenue (ARR), and details on operating expenses and cash flows. These filings also describe risk factors, intellectual property, and key aspects of Digimarc’s business model, including revenue from software development services, product subscriptions, and patent licensing.

Digimarc also files current reports on Form 8-K to disclose significant events. Recent 8-K filings have covered quarterly financial results, including non-GAAP metrics like non-GAAP gross profit and free cash flow, and a Cooperation Agreement with investors associated with Altai Capital Management, which included board changes and voting commitments. Such filings give insight into corporate governance, capital allocation, and strategic direction.

Investors interested in ownership and compensation topics can consult proxy statements and, where applicable, Forms 3, 4, and 5 that report insider transactions in DMRC common stock. These documents help track how directors and officers transact in the company’s shares.

On Stock Titan, Digimarc’s SEC filings are updated in near real time from the EDGAR system. AI-powered summaries are designed to highlight key points from lengthy filings, helping users quickly understand trends in subscription and service revenue, changes in ARR, major contracts or expirations discussed in management commentary, and governance developments such as board appointments or cooperation agreements.

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Anderson-Williams LaShonda reported acquisition or exercise transactions in this Form 4 filing.

Digimarc CORP director LaShonda Anderson-Williams received a grant of 1,654 shares of Common Stock, valued at $4.91 per share. After this compensation-related award, she directly holds 27,320 shares of Digimarc common stock.

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Digimarc CORP director Sandeep Dadlani received a stock grant of 2,545 common shares. The award was recorded at a price of $4.91 per share and is classified as a grant or other acquisition, not an open-market purchase. Following this grant, he directly holds 42,731 common shares.

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Digimarc CORP director Dana McIlwain received 1,654 shares of Common Stock as an equity award. The shares were acquired at a transaction price of $4.91 per share and are held directly. Following this grant, McIlwain directly owns 23,134 shares of Digimarc common stock.

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Digimarc CORP director Michael Park received a stock grant reported on Form 4. On April 1, 2026, he was awarded 1,272 shares of Digimarc common stock at an indicated value of $4.91 per share as a grant or award, not an open‑market purchase.

Following this compensation-related acquisition, Park directly holds 25,030 shares of Digimarc common stock. The filing reflects a routine equity award that increases his direct ownership stake but does not show any share sales or derivative exercises.

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Digimarc Corp disclosure: The Vanguard Group filed Amendment No. 2 on a Schedule 13G/A reporting 0 shares of Common Stock and 0% beneficial ownership as of the filing. The filing explains an internal realignment at Vanguard that caused certain subsidiaries to report separately in accordance with SEC Release No. 34-39538.

The filing is signed by Vanguard's Head of Global Fund Administration and states Vanguard and its managed accounts have rights to dividends or proceeds where applicable.

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Digimarc Corporation is asking shareholders to approve a holding‑company reorganization and related governance items at its April 30, 2026 annual meeting. If approved, existing shares of Digimarc common stock will automatically convert one‑for‑one into shares of Digimarc Parent, Inc. (“Holdings”), which is expected to trade on Nasdaq under the same “DMRC” symbol and be renamed Digimarc Corporation.

The operating company will become a wholly owned LLC subsidiary, enabling a new Long‑Term Equity Incentive that grants profits‑interest units instead of traditional stock awards. The board believes this structure can reduce cash tax outlays and share dilution, better align executive pay with profitability and shareholder value, and support talent attraction and retention. Consolidated assets, liabilities and financial statements are expected to be unchanged, and current directors and executives will continue in their roles.

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Digimarc Corporation proposes a holding-company reorganization converting Digimarc into a wholly owned subsidiary of newly formed Deschutes Parent, Inc. ("Holdings"). Under the plan, each share of Company Common Stock would be exchanged for one share of Holdings Common Stock on a one-for-one basis, and Holdings Common Stock is expected to trade on Nasdaq under the symbol "DMRC." The Board unanimously recommends shareholder approval of the Reorganization, which is conditioned on shareholder approval by a majority of votes entitled to be cast and Nasdaq listing (or waiver). The proposal is presented primarily to implement a Long-Term Equity Incentive, which Holdings expects will produce cash tax and payroll savings, reduce share dilution versus traditional awards, and align executive compensation with long-term performance. Perkins Coie LLP opines the transaction should qualify as a tax-free reorganization under Section 368(a)(1)(F). Completion is subject to customary closing conditions and required consents.

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Digimarc Corporation plans to reorganize into a holding company structure. The board has approved an Agreement and Plan of Reorganization and an Agreement and Plan of Merger with newly formed subsidiaries Deschutes Parent, Inc. (Holdings) and Deschutes Merger Sub, Inc.

After the merger of Merger Sub into Digimarc, each outstanding share of Digimarc common stock would automatically convert into one share of Holdings common stock, and Digimarc would become a wholly owned subsidiary of Holdings. Holdings and Merger Sub were formed solely to effect this Reorganization and currently have no operations.

The Reorganization is subject to several conditions, including approvals and consents the company deems necessary, approvals by the boards and sole shareholder of the subsidiaries, shareholder approval of the Reorganization, and Nasdaq treating the Holdings listing as a substitution listing event or approving Holdings shares for listing.

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Filing
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Digimarc Corporation reported Q4 and full-year 2025 results showing improving profitability metrics but lower revenue and ARR. Q4 2025 revenue was $8.9 million, up slightly from $8.7 million a year earlier, while full-year revenue fell to $33.9 million from $38.4 million.

The company narrowed its GAAP net loss to $4.2 million in Q4 and $32.3 million for 2025, and delivered Q4 non-GAAP net income of $1.0 million with positive free cash flow of $0.7 million. Operating expenses declined sharply as a prior reorganization and cost-cutting took hold.

Annual recurring revenue was $13.7 million as of December 31, 2025, down from $20.0 million due to the expiration of two large contracts and higher churn, though excluding those two contracts ARR grew modestly. Management highlighted its Secure Gift Card, Anti-counterfeiting, and Digital Trust solutions, noted a first Secure Gift Card order of over $0.5 million in ARR, and said it expects significant ARR growth in 2026.

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FAQ

How many Digimarc (DMRC) SEC filings are available on StockTitan?

StockTitan tracks 51 SEC filings for Digimarc (DMRC), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Digimarc (DMRC)?

The most recent SEC filing for Digimarc (DMRC) was filed on April 2, 2026.