Asset Transaction, Corporate Action, Changes in Control, Management Change/Compensation (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 15, 2026, Digimarc Corporation (the "Company") completed its previously announced Reorganization (as defined below) pursuant to the Agreement and Plan of Reorganization (the "Agreement and Plan of Reorganization"), dated as of March 12, 2026, including the Agreement and Plan of Merger attached thereto (the "Merger Agreement" and, together with the Agreement and Plan of Reorganization, the "Reorganization Agreement"), dated as of March 12, 2026, by and among the Company, Digimarc Parent, Inc. (f/k/a Deschutes Parent, Inc.), an Oregon corporation ("Holdings"), and Deschutes Merger Sub, Inc., an Oregon corporation and, as of immediately prior to the consummation of the Reorganization, a wholly owned subsidiary of Holdings ("Merger Sub"). The Reorganization Agreement provided for the merger of Merger Sub with and into the Company, with the Company surviving the Reorganization as a wholly owned subsidiary of Holdings (the "Reorganization"), followed by the conversion of the Company into an Oregon limited liability company named Digimarc LLC. The Reorganization Agreement was approved and adopted by the shareholders of the Company at its annual meeting of shareholders held on April 30, 2026.

At the effective time of the Reorganization, all of the issued and outstanding shares of the Company's common stock, $0.001 par value per share (the "Company Common Stock"), were exchanged on a one-for-one basis into shares of Holdings common stock, $0.001 par value per share (the "Holdings Common Stock"), all of the issued and outstanding shares of the Company's preferred stock, $0.001 par value per share, were exchanged on a one-for-one basis into shares of Holdings preferred stock, $0.001 par value per share, each option to purchase shares of Company Common Stock was assumed by Holdings and became exercisable for the equivalent number of shares of Holdings Common Stock, each share of restricted Company Common Stock ("Company Restricted Stock") was exchanged for one share of restricted Holdings Common Stock and remains subject to the same terms and conditions as were applicable to such shares of Company Restricted Stock prior to the Reorganization, each restricted stock unit ("RSU") to be settled in shares of Company Common Stock was assumed by Holdings and remains subject to the same terms and conditions as were applicable to such RSU award prior to the Reorganization, but was converted into an award with respect to the same number of shares of Holdings Common Stock, and each performance-based restricted stock unit ("PRSU") to be settled in shares of Company Common Stock was assumed by Holdings and remains subject to the same terms and conditions as were applicable to such PRSU award prior to the Reorganization, but was converted into an award with respect to the same number of shares of Holdings Common Stock.

In connection with the Reorganization, Holdings assumed the obligations under the Digimarc Corporation 2008 Incentive Plan, as amended (the "2008 Incentive Plan"), the Digimarc Corporation 2018 Incentive Plan, as amended (the "2018 Incentive Plan"), and the Digimarc Corporation Employee Stock Purchase Plan (the "ESPP" and, together with the 2008 Incentive Plan and the 2018 Incentive Plan, the "Incentive Plans"). The terms and conditions that were in effect immediately prior to the Reorganization under each outstanding equity award of, or option to purchase, shares of Company Common Stock granted under the Incentive Plans assumed by Holdings will continue in full force and effect after the Reorganization, except that the shares of common stock issuable under each such award or option to purchase are for shares of Holdings Common Stock. The foregoing description of the Incentive Plans is not complete and is qualified in its entirety by reference to the 2008 Incentive Plan, the 2018 Incentive Plan, and the ESPP, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto, respectively, and are incorporated by reference herein.

In connection with the completion of the Reorganization, the consolidated assets, liabilities and shareholders' equity of Holdings immediately following the Reorganization are the same as the consolidated assets, liabilities and shareholders' equity of the Company immediately prior to the Reorganization.

Upon completion of the Reorganization, the Company became a wholly owned subsidiary of Holdings, which replaces the Company as the publicly held corporation. Following completion of the Reorganization, shares of Holdings Common Stock continue to trade on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "DMRC." As a result of the Reorganization, the name of the entity traded on Nasdaq will change to "Digimarc Parent, Inc." and the CUSIP number for Holdings Common Stock will be 25382K100. These changes will be effective on Nasdaq on May 19, 2026.

As a result of the Reorganization, Holdings Common Stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 12g-3(a) promulgated thereunder ("Rule 12g-3(a)"). For purposes of Rule 12g-3(a), Holdings is the successor issuer to the Company and is subject to the reporting and other applicable requirements of the Exchange Act pursuant to Section 12(b) of the Exchange Act.

The foregoing description of the terms of the Agreement and Plan of Reorganization and the Merger Agreement is not complete and is qualified in its entirety by reference to the Agreement and Plan of Reorganization and the Merger Agreement, copies of which are filed as Exhibits 2.1 and 2.2 hereto, respectively, and are incorporated by reference herein.

Item 3.03. Material Modification to Rights of Security Holders.

The information included above under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

The information included above under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The directors of the Company immediately prior to the Reorganization became the directors of Holdings at the effective time of the Reorganization. Such directors and their current committee positions are listed below:

* Ms. Kool serves as the Chair of the Board of Directors of Holdings.

The executive officers of the Company immediately prior to the Reorganization became the executive officers of Holdings at the effective time of the Reorganization. Such executive officers and their titles are listed below:

Information concerning each such director and officer is included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of the Company, which incorporates by reference certain portions of the definitive Proxy Statement for the Company's April 30, 2026 Annual Meeting of Shareholders.