{"url_path":"/sec/cik-0002119322/8-k/2026-06-08/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","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":438,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events.\n\nIn connection with the launch of the at-the-market offering program described above, the Company is providing the following disclosure regarding a recent development in its business.\n\nThe Company has received notice from a commercial customer that such customer is exercising a contractual right to terminate two of its contracted projects with the Company, effective June 16, 2026, due to a change in requirements imposed by its government end-customer. The commercial customer is working to obtain recertification of these projects from the government end-customer. However, if these efforts are not successful, the terminations of these projects would result in a reduction to the Company’s annual recurring revenue (ARR) of $2.7 million. The Company is currently in negotiations with the commercial customer to restructure the contract to provide a guaranteed minimum annual license fee that would partially offset the reduction to ARR as these recertification efforts proceed. In addition, the Company is working with the commercial customer to obtain certification from the government end-customer for two additional projects, as well as to obtain recertification of the national deposit-return system (DRS) project that was terminated in the second quarter of 2025. If successful, these certification and recertification initiatives could result in a substantial increase in ARR from this customer, as compared to the $3.7 million of ARR from such customer prior to the reduction described above.\n\nThis Current Report on Form 8-K contains various “forward-looking statements.” These forward-looking statements include statements regarding the possibility of restructuring the specified customer contract to provide a guaranteed minimum annual license fee, the opportunity to substantially increase ARR through successful certification and recertification initiatives with that same customer, and other statements identified by terminology such as “will,” “could,” “should,” “may,” “expects,” “estimates,” “predicts” and “continue” or other derivations of these or other comparable terms. These forward-looking statements are statements of management’s opinion and are subject to various assumptions, risks, uncertainties and changes in circumstances. Actual results may vary materially from those expressed or implied from the statements in this release as a result of changes in economic, business and regulatory factors. More detailed information about risk factors that may affect actual results is outlined in the company’s Form 10-K for the year ended December 31, 2025, and in subsequent periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this release. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release."}