{"url_path":"/sec/cik-0002119322/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **         **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/2119322/0001437749-26-022813-index.html","accession_number":"0001437749-26-022813","cik":"0002119322","ticker":null,"issuer_name":"Digimarc Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2119322/0001437749-26-022813-index.html","primary_entity_key":"0002119322","primary_entity_name":"Digimarc Corp"},"word_count":558,"has_tables":true,"body_markdown":"**Item 5.02**         **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Employment Arrangements with President and Chief Executive Officer*\n\n \n\nAs disclosed on June 8, 2026, the Board of Directors (the “Board”) of Digimarc Corporation (the “Company”) previously appointed Paul Carreiro as President and Chief Executive Officer of the Company, effective July 6, 2026 (the “Effective Date”). In connection therewith, on July 6, 2026, the Compensation and Talent Management Committee of the Board (the “CTM Committee”) approved a one-time grant to Mr. Carreiro of LTIP Units (such units, the “LTIP Units” and such grant, the “LTIP Unit Grant”) in DMRC LLC (“DMRC”), a subsidiary of the Company, pursuant to an Inducement LTIP Unit Award Agreement, dated July 6, 2026, between Mr. Carreiro and DMRC (the “Inducement Award Agreement”), as a material inducement to Mr. Carreiro’s acceptance of employment with the Company. The LTIP Unit Grant consists of (i) 307,400 LTIP Units (the “Time-Vesting LTIP Units”) that will vest in fifteen equal quarterly installments of 19,213 Time-Vesting LTIP Units on each consecutive calendar quarter-end beginning on September 30, 2026, and one final quarterly installment of 19,205 Time-Vesting LTIP Units on June 30, 2030, in each case subject to Mr. Carreiro’s continued employment with the Company through each applicable vesting date, and (ii) 752,600 LTIP Units (the “Performance-Vesting LTIP Units”) that will vest based on the achievement of certain Stock Price (as defined in the Inducement Award Agreement) thresholds during the applicable performance period, in each case subject to Mr. Carreiro’s continued employment with the Company through the achievement of such Company common stock price threshold and through the end of the applicable performance period, as follows: (a) 33-1/3% of the Performance-Vesting LTIP Units will vest on the second anniversary of the Effective Date provided the Stock Price equals or exceeds $14.37 during the period from the Effective Date through July 5, 2028, (b) 33-1/3% of the Performance-Vesting LTIP Units will vest on the third anniversary of the Effective Date provided the Stock Price equals or exceeds $21.92 during the period from the Effective Date through July 5, 2029, and (c) 33-1/3% of the Performance-Vesting LTIP Units will vest on the fourth anniversary of the Effective Date provided the Stock Price equals or exceeds $38.33 during the period from the Effective Date through July 5, 2030.\n\n \n\nAdditionally, the CTM Committee approved the entry into an Executive Retention Agreement, dated July 6, 2026 (the “Retention Agreement”), with Mr. Carreiro, pursuant to which Mr. Carreiro would receive as severance benefits 18 months’ salary and up to 18 months’ premiums necessary to continue Mr. Carreiro’s health insurance coverage under the Company’s health insurance plan in the event of termination of Mr. Carreiro’s employment by the Company without cause, or termination by Mr. Carreiro for good reason. If such termination of employment occurs within three months before or twelve months after a change of control, Mr. Carreiro would also be entitled to a pro rata target bonus.\n\n \n\nThe foregoing descriptions of the Inducement Award Agreement and the Retention Agreement are not complete and are qualified in their entirety by reference to the full text of each of the Inducement Award Agreement and the Retention Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference."}