Digimarc (DMRC) CEO awarded 1.05M LTIP units and buys LLC units

Rhea-AI Filing Summary

Digimarc Parent, Inc. director and Chief Executive Officer Riley McCormack reported compensation-related equity awards and a related investment. He received 1,050,000 Long-Term Incentive Plan (LTIP) units of Digimarc LLC at a $0.00 grant price, each tied to an equivalent number of common shares on conversion.

According to the terms, 61,250 LTIP units vested immediately. Another 30,625 units time-vest on June 30, 2026 and at each calendar quarter-end through September 30, 2028, subject to continued service. The remaining 682,500 units vest only if specified stock price hurdles are met, with potential acceleration upon certain events such as termination of employment.

McCormack also acquired 5,103 common units of Digimarc LLC at $9.80 per unit. These common units are generally redeemable after May 18, 2027 for an equal number of Digimarc Parent, Inc. common shares or, at the issuer’s election as Managing Member, cash equal to the fair market value of those shares.

Insights

Equity compensation analyst

CEO receives large performance-tied LTIP grant plus LLC unit purchase.

The filing shows Riley McCormack receiving 1,050,000 LTIP units in Digimarc LLC and buying 5,103 common units at $9.80. These are primarily compensation and ownership-alignment tools rather than open-market trading signals.

The LTIP design blends time-based vesting with stock price hurdles. 61,250 units vested immediately, while 30,625 vest quarterly from June 30, 2026 through September 30, 2028, contingent on continued service. The remaining 682,500 units vest only if specified stock price targets are achieved.

Both LTIP units and common units are ultimately redeemable into Digimarc Parent, Inc. common stock or cash after May 18, 2027, at the issuer’s election. Future company filings may detail how much of these awards ultimately vest and whether redemptions are settled in shares or cash.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider mccormack riley

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Units	5,103	$9.80	$50K
Grant/Award	Long-Term Incentive Plan Units	1,050,000	$0.00	--

Holdings After Transaction: Common Units — 5,103 shares (Direct, null); Long-Term Incentive Plan Units — 1,050,000 shares (Direct, null)

Footnotes (1)

1. 5,103 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 18, 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. 1,050,000 LTIP units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were granted to Mr. McCormack. LTIP units are convertible after certain appreciation and vesting into common units of Digimarc LLC which are redeemable as described in footnote (1). 61,250 of the LTIP units were vested upon grant and 30,625 LTIP units time vest on June 30, 2026 and each subsequent calendar quarter end through September 30, 2028 based on continued service through the vesting date. The remaining 682,500 LTIP units vest based on achievement of specified stock price hurdles. Acceleration of vesting can occur upon certain events such as termination of employment.

Key Figures

LTIP units granted: 1,050,000 units Immediately vested LTIPs: 61,250 units Time-vesting tranche: 30,625 units +4 more

7 metrics

LTIP units granted 1,050,000 units Grant of Long-Term Incentive Plan units to CEO

Immediately vested LTIPs 61,250 units Portion of LTIP units vested upon grant

Time-vesting tranche 30,625 units Vest each quarter from June 30, 2026 to September 30, 2028

Performance-vesting LTIPs 682,500 units Vest based on specified stock price hurdles

LLC common units purchased 5,103 units Common units of Digimarc LLC acquired by CEO

Purchase price per LLC unit $9.80 per unit Price paid for Digimarc LLC common units

LLC unit redemption date After May 18, 2027 Earliest date units are redeemable into stock or cash

Key Terms

Long-Term Incentive Plan Units, LTIP units, Common Units, time vest, +2 more

6 terms

Long-Term Incentive Plan Units financial

"1,050,000 Long-Term Incentive Plan (LTIP) units of Digimarc LLC"

LTIP units financial

"LTIP units are convertible after certain appreciation and vesting"

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

Common Units financial

"5,103 common units of Digimarc LLC were purchased by Mr. McCormack"

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

time vest financial

"30,625 LTIP units time vest on June 30, 2026 and each subsequent calendar quarter end"

stock price hurdles financial

"The remaining 682,500 LTIP units vest based on achievement of specified stock price hurdles"

"Stock price hurdles" are specific price levels that investors watch closely because reaching them can signal a potential change in the stock's future. Think of them like checkpoints in a video game; once the stock hits these levels, it might trigger new buying or selling activity, affecting whether the price goes up or down.

acceleration of vesting financial

"Acceleration of vesting can occur upon certain events such as termination of employment"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

mccormack riley

(Last) (First) (Middle)

8500 SW CREEKSIDE PLACE

(Street)

BEAVERTON OREGON 97008

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Digimarc Parent, Inc. [ DMRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(1)	05/19/2026		A		5,103		05/18/2027	(1)	Common Stock	5,103	$9.8	5,103	D
Long-Term Incentive Plan Units	(2)	05/19/2026		A		1,050,000		(2)	(2)	Common Stock	1,050,000	$0	1,050,000	D

Explanation of Responses:

1. 5,103 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 18, 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.

2. 1,050,000 LTIP units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were granted to Mr. McCormack. LTIP units are convertible after certain appreciation and vesting into common units of Digimarc LLC which are redeemable as described in footnote (1). 61,250 of the LTIP units were vested upon grant and 30,625 LTIP units time vest on June 30, 2026 and each subsequent calendar quarter end through September 30, 2028 based on continued service through the vesting date. The remaining 682,500 LTIP units vest based on achievement of specified stock price hurdles. Acceleration of vesting can occur upon certain events such as termination of employment.

Remarks:

On May 15, 2026, Digimarc Parent, Inc. (which subsequently changed its name to Digimarc Corporation) ("New Digimarc") became the successor of Digimarc Corporation (which became a wholly-owned subsidiary of New Digimarc and was converted to an Oregon limited liability company) ("Old Digimarc") pursuant to an agreement and plan of reorganization, including an agreement and plan of merger attached thereto. The merger and reorganization resulted in New Digimarc's becoming a parent holding company of Old Digimarc, but did not alter the proportionate interests of security holders.

	/s/ Riley McCormack	05/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Digimarc (DMRC) CEO Riley McCormack receive?

Riley McCormack received a grant of 1,050,000 Long-Term Incentive Plan (LTIP) units in Digimarc LLC at a $0.00 grant price. These units are tied to future vesting, stock price hurdles, and potential conversion into Digimarc Parent, Inc. common stock or cash.

How do Riley McCormack’s 1,050,000 LTIP units at Digimarc (DMRC) vest?

Of the 1,050,000 LTIP units, 61,250 vested immediately. Another 30,625 units vest on June 30, 2026 and each quarter-end through September 30, 2028 with continued service, while 682,500 units vest only if specified stock price hurdles are achieved or certain events trigger acceleration.

What Digimarc (DMRC) LLC units did the CEO acquire and at what price?

Riley McCormack acquired 5,103 common units of Digimarc LLC at $9.80 per unit. These common units are generally redeemable after May 18, 2027 for an equal number of Digimarc Parent, Inc. common shares or, at the issuer’s election, cash equal to the shares’ fair market value.

When can Digimarc (DMRC) LLC common units be redeemed for stock or cash?

The 5,103 Digimarc LLC common units acquired by Riley McCormack are generally redeemable after May 18, 2027. Upon redemption, the holder may receive either an equal number of Digimarc Parent, Inc. common shares or cash, at the issuer’s election as Managing Member.

What performance conditions apply to Digimarc (DMRC) CEO LTIP units?

Of the 1,050,000 LTIP units, 682,500 vest only upon achievement of specified stock price hurdles. This means vesting depends on Digimarc’s share price performance, with potential acceleration of vesting upon certain events such as termination of employment, as outlined in the award terms.

Are Riley McCormack’s recent Digimarc (DMRC) transactions open-market buys or compensation?

The 1,050,000 LTIP units are a compensation grant, not an open-market purchase, awarded at a $0.00 grant price. The 5,103 common units at $9.80 per unit reflect a purchase of Digimarc LLC units, which are exchangeable later into Digimarc Parent, Inc. stock or cash.