{"url_path":"/sec/cik-0002119322/8-k/2026-06-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/2119322/0001193125-26-260883-index.html","accession_number":"0001193125-26-260883","cik":"0002119322","ticker":null,"issuer_name":"Digimarc Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2119322/0001193125-26-260883-index.html","primary_entity_key":"0002119322","primary_entity_name":"Digimarc Corp"},"word_count":1069,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nOn June 8, 2026, Digimarc Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (the “Sales Agent”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s common stock having an aggregate offering price of up to $17,500,000 (the “Shares”). The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-272903), as amended on May 18, 2026, which amendment was declared effective on May 21, 2026. The Company filed a prospectus supplement dated June 8, 2026, with the Securities and Exchange Commission (the “SEC”) in connection with the offer and sale of the Shares.\n\nSales of the Shares, if any, may be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions on the Nasdaq Global Select Market at market prices, in block transactions or as otherwise agreed by the Company and the Sales Agent. The Sales Agent will receive from the Company a commission of 3.00% of the gross sales price per share for Shares sold through the Sales Agent under the Sales Agreement.\n\nThe representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.\n\nThis Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.\n\nThe summary of the Sales Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto. The legal opinion of Perkins Coie LLP relating to the Shares is filed as Exhibit 5.1 hereto.\n\n \n\n5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of President and Chief Executive Officer\n\nOn June 8, 2026, the Company announced that its Board of Directors (the “Board”) appointed Paul Carreiro as President and Chief Executive Officer of the Company, effective July 6, 2026.\n\nMr. Carreiro, age 65, has served as President and Chief Executive Officer, and a member of the board of directors, of Elemica, Inc., a leading Digital Supply Chain Network for B2B industries, since May 2024. Prior to that role, Mr. Carreiro served as President, Global Field Operations for Kinaxis, Inc. (KXS.TO) from October 2018 until May 2024, and before that he served in key leadership positions at companies such as SAP America Inc. and Infor Global Solutions. Mr. Carreiro holds a Master of Business Administration from the London School of Economics and Political Science/NYU Stern/HEC, in addition to completing the Director’s College Program at McMaster University and Stanford University’s Advanced Management Program.\n\nOn June 4, 2026, the Company and Mr. Carreiro entered into an offer letter (the “Offer Letter”) setting forth the terms of his employment as President and Chief Executive Officer.\n\nPursuant to the Offer Letter, Mr. Carreiro will receive an annualized base salary of $500,000 and an initial performance bonus opportunity at a target of 100%, prorated and guaranteed at a minimum of 100% for 2026. Mr. Carreiro will also receive an inducement grant, pursuant to which he will be granted 307,400 time-based LTIP Units in DMRC LLC (the “time-based LTIP Units”) and 752,600 performance-based LTIP Units in DMRC LLC (the “performance-based LTIP Units” and, together with the time-based LTIP Units, the “LTIP Units”). The time-based LTIP Units will vest in equal quarterly installments over a four-year period. The performance-based LTIP Units will vest based on achievement of certain stock price goals, vesting 33% for achieving each of the successively higher stock price goals, with a minimum vesting period of 2, 3, and 4 years for each respective goal. In the event Mr. Carreiro’s employment with the Company is terminated without cause or for good reason and unrelated to a change in control of the Company, he will receive 18 months of his then-current salary, 18 months of health benefits or a health benefit stipend, and accelerated vesting of the time-based LTIP Units. In the event Mr. Carreiro’s employment with the Company is terminated without cause or for good reason in connection with a change in control of the Company, he will receive 18 months of his then-current salary, 18 months of health benefits or a health benefit stipend, a prorated target bonus, and full vesting of the LTIP Units.\n\nThe foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\nThere are no (i) family relationships between Mr. Carreiro and any officer or director of the Company, or (ii) arrangements or understandings between Mr. Carreiro and any other person pursuant to which Mr. Carreiro was appointed as President and Chief Executive Officer. Mr. Carreiro does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.\n\nDeparture of President and Chief Executive Officer\n\nIn connection with the appointment of Mr. Carreiro, on June 5, 2026, the Company determined that Riley McCormack’s service as President and Chief Executive Officer will conclude effective July 5, 2026. In connection with this transition, and pursuant to the terms of his existing agreements, Mr. McCormack will be entitled to severance benefits, including certain accelerated equity vesting and health benefit stipends. Mr. McCormack will remain on the Company’s Board of Directors following the transition."}