SEC Form 4 · accession 0000905148-26-002995
Digimarc Corp · DMRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
riley mccormack
Officer — Chief Executive Officer · Director
TCM Strategic GP LLC
Other
Period of report
Jun 16, 2026
Accepted (ET)
Jun 18, 2026 · 6:03 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002119322
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 16, 2026 | J | 2,275,737 | — | D | 0 | I | See Footnote |
| Common StockF1,F3,F4 | Jun 16, 2026 | S | 69,363 | $10.8337 | D | 42,074 | I | See Footnote |
| Common StockF1,F5,F6,F7 | Jun 16, 2026 | S | 3,512 | $10.9602 | D | 0 | I | See Footnote |
| Common StockF8,F4 | Jun 17, 2026 | S | 15,003 | $10.0464 | D | 27,071 | I | See Footnote |
| Common StockF9,F4 | Jun 18, 2026 | S | 27,071 | $9.4622 | D | 0 | I | See Footnote |
| Common Stock | holding | — | — | — | 64,659 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 16, 2026, TCM Strategic Partners L.P. (the "TCM Fund") made an in-kind distribution of an aggregate 2,275,737 shares to its limited partners and its general partner, proportionately based on their respective limited partnership interests, for no consideration. Also on June 16, 2026, the TCM Fund transferred an additional 79,356 shares to TCM Strategic L.P. (the "TCM IM"), the investment manager of the TCM Fund, in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder.
- F2The securities are directly owned by the TCM Fund. TCM Strategic GP LLC (the "TCM GP") is the general partner of the TCM Fund. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F3This transaction was executed in multiple trades at prices ranging from $10.50 to $11.355, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The securities are directly owned by the TCM IM. Riley McCormack is the founder and sole owner of the TCM IM. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F5Includes 3,512 shares that were acquired by TCM GP pursuant to the pro-rata in-kind distribution by the TCM Fund on June 16, 2026, described in footnote 1 herein, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 thereunder.
- F6This transaction was executed in multiple trades at prices ranging from $10.72 to $11.345, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7The securities are directly owned by the TCM GP. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F8This transaction was executed in multiple trades at prices ranging from $9.85 to $10.79, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F9This transaction was executed in multiple trades at prices ranging from $9.30 to $9.755, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.