SEC Form 4 · accession 0001437749-26-022996
Digimarc Corp · DMRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Carreiro
Officer — Chief Executive Officer
Period of report
Jul 6, 2026
Accepted (ET)
Jul 8, 2026 · 11:21 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002119322
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Inducement Award LTIP UnitsF1 | — | Jul 6, 2026 | A | 1,060,000 | A | — | — | Common Stock | 1,060,000 | 1,060,000 | D |
Explanation of responses
- F11,060,000 LTIP units of Digimarc LLC, of which issuer is the Managing Member and majority owner, were granted to Mr. Carreiro as an inducement award. LTIP units are convertible after certain appreciation and vesting into common units of Digimarc LLC which are redeemable under certain circumstances 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. 307,400 of the LTIP units will vest in fifteen equal quarterly installments of 19,213 on each consecutive calendar quarter-end beginning on September 30, 2026, and one final quarterly installment of 19,205 on June 30, 2030, based on continued service through the vesting date. The remaining 752,600 LTIP units vest based on achievement of specified stock price hurdles. Acceleration of vesting can occur upon certain events such as termination of employment.