DMRC · Digimarc Corporation

The reorganization, completed on May 15, 2026, involved a merger of Deschutes Merger Sub, Inc. with and into Digimarc Corporation, with Digimarc surviving as a wholly owned subsidiary of Digimarc Parent, Inc. (Holdings). Immediately following the merger, Digimarc converted to an Oregon limited liability company named Digimarc LLC. All outstanding shares of Digimarc common stock were exchanged on a one-for-one basis for Holdings common stock, preserving shareholder value without dilution. Stock options, restricted stock, RSUs, and PRSUs were assumed by Holdings on equivalent terms. The transaction was structured as a tax-free reorganization for shareholders, as no cash consideration was paid. Holdings became the successor issuer under Rule 12g-3(a), and the common stock continues trading on Nasdaq under the symbol "DMRC" with a new CUSIP (25382K100). The existing directors and executive officers of Digimarc transitioned to identical roles at Holdings, ensuring continuity in leadership. Holdings intends to file post-effective amendments to Digimarc's registration statements and change its name to "Digimarc Corporation." Additionally, Digimarc plans to file Form 15 to terminate its reporting obligations under the Exchange Act. This reorganization effectively creates a new public parent entity while maintaining the same operational structure, financial position, and shareholder equity.