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Form 4 Digimarc Parent, Inc. For: May 19 Filed by: mccormack riley

May 20, 2026 11:54 AM
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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
mccormack riley
(Last) (First) (Middle)
8500 SW CREEKSIDE PLACE
(Street)
BEAVERTON OR 97008
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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).
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