8-K current report · filed May 18, 2026

Digimarc CORP (DMRC) 8-K Current Report: May 18, 2026

Item 2.01Item 5.02Item 8.01DMRC overviewOriginal on SEC EDGAR

Short answer

Digimarc CORP (DMRC) filed an 8-K current report with the SEC on May 18, 2026 reporting Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 5.02 (Departure/Election of Directors or Officers), Item 8.01 (Other Events). Reorganization completed May 15, 2026, converting Digimarc into wholly owned subsidiary Digimarc LLC under Digimarc Parent, Inc.

Digimarc CORP 8-K event analysis

AI summary of each reported item and its exhibits

Item 2.01 · Completion of Acquisition or Disposition of Assets

  • Reorganization completed May 15, 2026, converting Digimarc into wholly owned subsidiary Digimarc LLC under Digimarc Parent, Inc
  • Shareholders received one Holdings share for each Company share, preserving proportional ownership
  • Equity awards, options, RSUs and PRSUs continued on equivalent Holdings shares under existing terms
  • Consolidated assets, liabilities and shareholders’ equity unchanged immediately after the transaction
  • Nasdaq trading continues under “DMRC”; issuer name and CUSIP 25382K100 change effective May 19, 2026

Item 5.02 · Departure/Election of Directors or Officers

  • Existing directors and executive officers transferred to Holdings upon the Reorganization’s effectiveness
  • Leadership continuity: Riley McCormack remains CEO and President
  • Charles Beck retains CFO, Treasurer, and Secretary responsibilities
  • Katie Kool serves as Holdings’ Board Chair
  • Committee assignments remained in place, including Dana Mcilwain as Audit Committee Chair

Item 8.01 · Other Events

  • Holdings became successor issuer under Rule 12g-3(a), preserving Nasdaq listing and Section 12(b) registration for Holdings Common Stock
  • Future SEC filings will use Holdings’ new CIK No. 0002119322
  • Company plans Form 15 termination of reporting obligations for legacy Company Common Stock
  • Holdings plans S-3 and S-8 amendments, supporting continued securities offerings and equity compensation
  • Planned name change to “Digimarc Corporation” maintains corporate identity after reorganization

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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