SEC Form 4
FORM 4UNITED 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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
mccormack riley

(Last)(First)(Middle)
8500 SW CREEKSIDE PLACE

(Street)
BEAVERTON OREGON 97008

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Digimarc Corp [ DMRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/16/2026J(1)2,275,737(1)D(1)0I(2)See Footnote(2)
Common Stock06/16/2026S69,363(1)D$10.8337(3)42,074I(4)See Footnote(4)
Common Stock06/16/2026S3,512(1)(5)D$10.9602(6)0I(7)See Footnote(7)
Common Stock06/17/2026S15,003D$10.0464(8)27,071I(4)See Footnote(4)
Common Stock06/18/2026S27,071D$9.4622(9)0I(4)See Footnote(4)
Common Stock64,659D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
mccormack riley

(Last)(First)(Middle)
8500 SW CREEKSIDE PLACE

(Street)
BEAVERTON OREGON 97008

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
TCM Strategic Partners L.P.

(Last)(First)(Middle)
8500 SW CREEKSIDE PLACE

(Street)
BEAVERTON OREGON 97008

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
TCM Strategic GP LLC

(Last)(First)(Middle)
8500 SW CREEKSIDE PLACE

(Street)
BEAVERTON OREGON 97008

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
Director10% Owner
Officer (give title below)XOther (specify below)
Former 10% Owner
Explanation of Responses:
1. On June 16, 2026, TCM Strategic Partners L.P. (the "TCM Fund") made an in-kind distribution of an aggregate 2,275,737 shares to its limited partners and its general partner, proportionately based on their respective limited partnership interests, for no consideration. Also on June 16, 2026, the TCM Fund transferred an additional 79,356 shares to TCM Strategic L.P. (the "TCM IM"), the investment manager of the TCM Fund, in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder.
2. The securities are directly owned by the TCM Fund. TCM Strategic GP LLC (the "TCM GP") is the general partner of the TCM Fund. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
3. This transaction was executed in multiple trades at prices ranging from $10.50 to $11.355, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The securities are directly owned by the TCM IM. Riley McCormack is the founder and sole owner of the TCM IM. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
5. Includes 3,512 shares that were acquired by TCM GP pursuant to the pro-rata in-kind distribution by the TCM Fund on June 16, 2026, described in footnote 1 herein, which transaction was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9 thereunder.
6. This transaction was executed in multiple trades at prices ranging from $10.72 to $11.345, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The securities are directly owned by the TCM GP. Riley McCormack is the sole manager of the TCM GP. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
8. This transaction was executed in multiple trades at prices ranging from $9.85 to $10.79, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. This transaction was executed in multiple trades at prices ranging from $9.30 to $9.755, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
TCM Strategic Partners L.P., By: TCM Strategic GP LLC, its general partner, By: /s/ Riley McCormack, its manager06/18/2026
TCM Strategic GP LLC, By: /s/ Riley McCormack, its manager06/18/2026
/s/ Riley McCormack06/18/2026
** Signature of Reporting PersonDate
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)