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Private company

Digimarc

Technology company specializing in enterprise software and services

Digimarc Corporation is a provider of enterprise software and services. The company's software, which includes digital identifiers (i.e., serialized QR codes and digital watermarks), is designed to address counterfeiting, product authenticity, recycling accuracy, and supply chain traceability. Digimarc products are created for multiple industries such as apparel, consumer packaged goods, health and beauty, and automotive.3 Its chief executive is Bruce Davis.1 It employed 216 people in 2019.1 Its revenue was $23 million in 2019.1 Wikipedia text CC BY-SA 4.0

Last updated Oct 21, 2026.

Overview

1995Founded1
  • IndustryServices-Computer Integrated Systems Design1
  • HeadquartersBeaverton1
  • Websitewww.digimarc.com
  • Legal formpublic company1
  • Listed onNasdaq (DMRC)1

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Digimarc image from its website
Image: digimarc.com6

Digimarc Corporation is a provider of enterprise software and services. The company's software, which includes digital identifiers (i.e., serialized QR codes and digital watermarks), is designed to address counterfeiting, product authenticity, recycling accuracy, and supply chain traceability. Digimarc products are created for multiple industries such as apparel, consumer packaged goods, health and beauty, and automotive.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

61.6%Gross margin7
-97.8%Operating margin7
-95.3%Net margin7
-11.7%Revenue growth, 20257
-80.3%Return on equity7
-$12.3MFree cash flow7

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue38¢$13.0M
  • Research and development60¢$20.5M
  • Other costs1¢$383.0K
  • Income tax0¢$31.0K

Out of $33.9M in revenue.7 The company lost money this year.

Financial statements

Revenue891011127$33.9M in 2025+48% since 2019
0$10.0M$20.0M$30.0M$40.0M2019: $23.0M$23.0M20192020: $24.0M$24.0M2020+4%2021: $26.5M$26.5M2021+11%2022: $30.2M$30.2M2022+14%2023: $34.9M$34.9M2023+15%2024: $38.4M$38.4M2024+10%2025: $33.9M$33.9M2025−12%
Gross profit891011127$20.9M in 2025+40% since 2019
0$10.0M$20.0M$30.0M2019: $15.0M$15.0M20192020: $16.1M$16.1M2020+7%2021: $17.7M$17.7M2021+11%2022: $15.3M$15.3M2022−14%2023: $20.2M$20.2M2023+32%2024: $24.2M$24.2M2024+20%2025: $20.9M$20.9M2025−14%
Operating income891011127-$33.2M in 2025−2% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M02019: -$33.7M-$33.7M20192020: -$32.8M-$32.8M2020−3%2021: -$39.9M-$39.9M2021+21%2022: -$61.8M-$61.8M2022+55%2023: -$48.2M-$48.2M2023−22%2024: -$41.3M-$41.3M2024−14%2025: -$33.2M-$33.2M2025−20%
Net income891011127-$32.3M in 2025−2% since 2019
-$60.0M-$40.0M-$20.0M02019: -$32.8M-$32.8M20192020: -$32.5M-$32.5M2020−1%2021: -$34.8M-$34.8M2021+7%2022: -$59.8M-$59.8M2022+72%2023: -$46.0M-$46.0M2023−23%2024: -$39.0M-$39.0M2024−15%2025: -$32.3M-$32.3M2025−17%
Fiscal year2019202020212022202320242025
Revenue$23.0M8$24.0M9$26.5M10$30.2M11$34.9M12$38.4M7$33.9M7
Cost of revenue$8.0M8$7.9M9$8.8M10$14.9M11$14.7M12$14.2M7$13.0M7
Gross profit$15.0M8$16.1M9$17.7M10$15.3M11$20.2M12$24.2M7$20.9M7
Research and development$16.5M8$17.3M9$17.5M10$26.5M11$26.6M12$26.2M7$20.5M7
Operating expenses$57.6M10$77.1M11$68.4M12$65.5M7$54.1M7
Operating income-$33.7M8-$32.8M9-$39.9M10-$61.8M11-$48.2M12-$41.3M7-$33.2M7
Income before tax-$34.7M10-$59.7M11-$45.8M12-$39.0M7-$32.3M7
Income tax-$21.0K8$1.0K9$16.0K10$97.0K11$204.0K12$44.0K7$31.0K7
Net income-$32.8M8-$32.5M9-$34.8M10-$59.8M11-$46.0M12-$39.0M7-$32.3M7
Earnings per share-$2.798-$3.419-$2.1110-$3.1211-$2.2612-$1.837-$1.497
Earnings per share (diluted)-$2.798-$3.419-$2.1110-$3.1211-$2.2612-$1.837-$1.497
Shares (weighted, basic)16.5M shares1019.1M shares1120.3M shares1221.3M shares721.7M shares7
Shares (weighted, diluted)16.5M shares1019.1M shares1120.3M shares1221.3M shares721.7M shares7

Compare Digimarc with another company

Corporate structure

Digimarc sits at the top of its group. 6 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Digimarc

  • Digimarc Beaverton
    • Attributor Corporation (100% ownership) Subsidiary · Oregon, United States
    • Digimarc GmbH (100% ownership) Subsidiary · Germany
    • EVRYTHNG Limited (100% ownership) Subsidiary · United Kingdom
    • TVaura LLC (51% ownership) Subsidiary · Delaware, United States
    • TVaura Mobile LLC (49% ownership) Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Digimarc reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Machinery and equipment$2.6M7 Dec 31, 2025$2.6M7 Dec 31, 2024+2.1%
Furniture and fixtures$63.0K7 Dec 31, 2025$63.0K7 Dec 31, 20240%
Computer equipment and software$6.1M7 Dec 31, 2025$5.5M7 Dec 31, 2024+10.7%
Leasehold improvements$227.0K7 Dec 31, 2025$203.0K7 Dec 31, 2024+11.8%
Property and equipment, before depreciation$9.0M7 Dec 31, 2025$8.3M7 Dec 31, 2024+8.0%
Accumulated depreciation$7.9M7 Dec 31, 2025$7.3M7 Dec 31, 2024+8.3%
Property and equipment, net$1.1M7 Dec 31, 2025$1.0M7 Dec 31, 2024+6.2%
Operating-lease assets (leased space)$3.2M7 Dec 31, 2025$3.7M7 Dec 31, 2024−11.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$9.8M7 Dec 31, 2025$12.4M7 Dec 31, 2024−20.6%
Marketable securities, current$3.0M7 Dec 31, 2025$16.4M7 Dec 31, 2024−81.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$9.1M7 Dec 31, 2025$8.5M7 Dec 31, 2024+6.1%
Intangible assets, net (excluding goodwill)$17.0M7 Dec 31, 2025$22.2M7 Dec 31, 2024−23.2%
Finite-lived intangibles, gross$44.7M7 Dec 31, 2025$42.7M7 Dec 31, 2024+4.6%
Accumulated amortization$27.6M7 Dec 31, 2025$20.5M7 Dec 31, 2024+34.7%
Finite-lived intangibles, net$17.0M7 Dec 31, 2025$22.2M7 Dec 31, 2024−23.2%

Properties, in its own words

In February 2022, we entered into a sublease agreement and lease extension agreement on a new facility in Beaverton, Oregon, in order to move our corporate headquarters. The new facility is 65,500 square feet in size. The term of the sublease and lease extension runs through September 2030. The remaining rent payments as of December 31, 2025 were $6.5 million plus operating expenses, payable in monthly installments. The first 26 months of rent payments and operating expenses were abated to cover the remaining term of the lease on our former corporate headquarters.

In December 2025, we entered into a sub-sublease agreement for our corporate headquarters in Beaverton, Oregon, whereby we agreed to sub-sublease 38,400 of the 65,500 square feet of the building to another tenant. The term of the sub-sublease begins in March 2026 and runs through September 2030. The remaining rent payments owed to us under the sub-sublease are $2.9 million.

The rest of Item 2

We believe that our existing office space, after the sub-sublease, is suitable and adequate for our current and foreseeable future needs.

Item 2 of the 10-K filed Mar 11, 2026.16

The story

The company was founded by Geoff Rhoads in 1995.

In 1996, after initial venture funding, the company released its first product: a digital watermarking plug-in bundled with Adobe Photoshop, Corel and Micrografix software.

In 1997, Bruce Davis was appointed CEO and the company's first digital-watermarking patent was granted. Today, the company has nearly 1,100 innovations patented by the U.S. Patent and Trademark office.

In 1999, the company went public with an Initial Public Offering (IPO) which raised more than $90 million. That same year, the company contracted with a consortium of central banks to develop a global system used in deterring digital counterfeiting of currency.

In 2001, the company acquired a business division of Polaroid Corporation. Those assets led to the establishment of Digimarc ID Systems®, a division of the company that would eventually focus on protecting the authenticity of driver licenses in 37 states, which was sold off in 2008.

In 2004, the company was named one of the 25 fastest growing companies by Forbes magazine.

In 2015, the company received a Technology and Engineering Emmy Award for Steganographic Technologies for Audio/Video in the entertainment industry.

In 2017, the company was issued over 100+ new patents for innovations in watermark application and verification, augmented reality, and machine learning. That same year, the company opened offices in Cologne, Germany and Tokyo, Japan.

Read the full text

In 2021, CEO Bruce Davis retired and was succeeded by Riley McCormack who had previously served as Lead Director of the Digimarc Board. The company entered semi-industrial trials as part of the Digital Watermarks Initiative HolyGrail 2.0., an initiative that pulled together 100 companies focused on reducing plastic waste. In November, the company announced its plan to acquire EVRYTHNG, a software company based in London that specializes in providing products with a digital record on the web.

In 2022, the company's digital watermarks received a 99% detection rate during a semi-industrial trial as part of the HolyGrail 2.0 initiative.

From Wikipedia’s article on Digimarc, shared under CC BY-SA 4.0.4

Leadership

Who has led Digimarc, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Bruce Davis2006–2021
  2. Bruce Davis2008–2021
  3. Riley McCormack2021–now

Chair

  1. Bruce Davis2006–2008
  2. Bruce Davis2008–2021

President

  1. Robert A. Eckel2006–2008
  2. Riley McCormack2021–2022

Chief financial officer

  1. Charles Beck2013–now

Chief operating officer

  1. Carle Ann Quinn2025–now
200020052010201520202025
Board members and other officers (32)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorJames Kumar Richardson named Jan 18, 202256

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Attributor Corporation (100% ownership) Oregon5
  • Digimarc GmbH (100% ownership) Germany5
  • EVRYTHNG Limited (100% ownership) United Kingdom5
  • EVRYTHNG Sarl (100% ownership) Switzerland5
  • TVaura LLC (51% ownership) Delaware5
  • TVaura Mobile LLC (49% ownership) Delaware5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Employees over time

  • 20192161

Timeline

  1. May 18, 20268-K Completed an acquisition or sale; Change to shareholders' rights; Change in control57
  2. May 12, 20268-K Results of operations58
  3. Apr 30, 20268-K Shareholder vote59
  4. Mar 12, 20268-K Entered a material agreement60
  5. Mar 11, 20268-K Results of operations61
  6. Feb 12, 20268-K Executive or director change62
  7. Oct 30, 20258-K Results of operations63
  8. Aug 14, 20258-K Results of operations; Executive or director change64
  9. Jul 29, 20258-K Entered a material agreement; Executive or director change; Regulation FD disclosure65
  10. Jun 5, 20258-K Executive or director change; Regulation FD disclosure66
  11. May 8, 20258-K Shareholder vote67
  12. May 5, 20258-K Results of operations68
  13. Apr 14, 2021New chief executive Riley McCormack becomes CEO17
  14. Jan 5, 2006New chief executive Bruce Davis becomes CEO1
  15. Apr 15, 2005Went public Listed on NASDAQ1
  16. 1995Founded Founded1

Calendar

When it reported results

  1. May 12, 2026Reported quarterly or annual results58
  2. Mar 11, 2026Reported quarterly or annual results61
  3. Oct 30, 2025Reported quarterly or annual results63
  4. Aug 14, 2025Reported quarterly or annual results64
  5. May 5, 2025Reported quarterly or annual results68
  6. Feb 26, 2025Reported quarterly or annual results69
  7. Nov 14, 2024Reported quarterly or annual results70
  8. Aug 13, 2024Reported quarterly or annual results71

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

383 filings to the SEC since October 2021: 6 annual reports, 14 quarterly reports, 48 major events, 236 insider forms, 26 large holders, 1 private raises, 52 other. The latest 20:

  1. Aug 14, 2026SCHEDULE 13G EDGAR
  2. May 21, 2026EFFECT EDGAR
  3. May 18, 2026POS AM EDGAR
  4. May 18, 202615-12G EDGAR
  5. May 18, 20264 EDGAR
  6. May 18, 20264 EDGAR
  7. May 18, 20264 EDGAR
  8. May 18, 20264 EDGAR
  9. May 18, 2026S-8 POS EDGAR
  10. May 18, 2026S-8 POS EDGAR
  11. May 18, 2026S-8 POS EDGAR
  12. May 18, 2026S-8 POS EDGAR
  13. May 18, 2026S-8 POS EDGAR
  14. May 18, 2026S-8 POS EDGAR
  15. May 18, 2026S-8 POS EDGAR
  16. May 18, 20268-K EDGAR
  17. May 13, 202610-Q EDGAR
  18. May 12, 20268-K EDGAR
  19. May 4, 20264 EDGAR
  20. May 1, 20264 EDGAR

The 383 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

19 open-market trades by officers, directors and large owners since October 2021: 4 buys and 15 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 20, 2024Benton ThomasEVP, Chief Revenue OfficerSale1,057$25.74$27.2KForm 4
May 21, 2024Syrett AliciaDirectorSale1,500$26.49$39.7KForm 4
May 20, 2024Syrett AliciaDirectorSale846$25.83$21.9KForm 4
May 15, 2024Syrett AliciaDirectorSale1,500$25.48$38.2KForm 4
May 14, 2024Syrett AliciaDirectorSale3,000$25.27$75.8KForm 4
May 13, 2024Syrett AliciaDirectorSale1,500$24.20$36.3KForm 4
May 13, 2024Kool KathleenDirectorSale3,000$24.02$72.1KForm 4
May 9, 2024Syrett AliciaDirectorSale3,000$23.15$69.5KForm 4
May 7, 2024Syrett AliciaDirectorSale1,500$22.87$34.3KForm 4
Mar 28, 2024Rodriguez TonyEVP, Chief Technology OfficerSale2,000$26.91$53.8KForm 4
Mar 11, 2024Alberti-Perez MilenaDirectorSale4,900$30.84$151.1KForm 4
May 31, 2023Walter AndrewDirectorSale10,000$30.25$302.5KForm 4
May 23, 2023Rodriguez TonyEVP, Chief Technology OfficerSale2,000$32.00$64.0KForm 4
May 18, 2023Sickles KenEVP, Chief Product OfficerBuy648$30.85$20.0KForm 4
Nov 7, 2022Rodriguez TonyEVP, Chief Technology OfficerSale3,000$20.07$60.2KForm 4
Nov 7, 2022Rodriguez TonyEVP, Chief Technology OfficerSale3,000$20.07$60.2KForm 4
Mar 9, 2022mccormack rileyChief Executive OfficerBuy10,000$25.27$252.7KForm 4
Mar 8, 2022Syrett AliciaDirectorBuy2,500$22.53$56.3KForm 4
Mar 8, 2022mccormack rileyChief Executive OfficerBuy20,000$23.99$479.8KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Carle Quinn50$364.6K$2.9M81
2025Riley McCormack50$415.0K$2.4M81
2025Charles Beck48$375.0K$1.4M81
2025George Karamanos$375.0K$1.3M81
2025Tony Rodriguez57$325.0K$1.2M81
2024Chief Executive Officer & President$415.0K$2.1M81
2024Former Executive VicePresident,$317.5K$1.3M81
2024Executive VicePresident,$375.0K$970.0K81
2023Chief Executive Officer & President$375.0K$2.4M81
2023Chief Financial OfficerTreasurer and Secretary$355.0K$1.1M81
2023Chief Technology Officer$310.0K$962.4K81

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$40.9M 2022–2022
Money received by yearMoney received by year, 2022–2022: $40.9M in all. Private raises (Form D) $40.9M.$0$20M$40M$60M2022 · Private raises (Form D): $40.9M2022
Figures by year
YearPrivate raises (Form D)Total
2022$40.9M$40.9M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jan 3, 2022Raised $40.9 million in a private offering of equity56 Form D: 36 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 98. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Morgan Stanley2,057,922$16.9M0.0%New
Lagoda Investment Management, L.P.1,140,450$9.4M5.2%New
Kimelman & Baird, LLC1,093,033$9.0M0.7%New
BlackRock, Inc.1,064,161$8.7M0.0%New
Silverberg Bernstein Capital Management LLC798,422$6.6M2.5%New
Vanguard Capital Management LLC711,481$5.8M0.0%New
Vanguard Portfolio Management LLC438,768$3.6M0.0%New
Geode Capital Management, LLC399,504$3.3M0.0%New
Beaconlight Capital, LLC338,948$2.8M1.2%New
D. E. Shaw & Co., Inc.320,204$2.6M0.0%New
Quantinno Capital Management LP313,546$2.6M0.0%New
UBS Group AG234,882$1.9M0.0%New
Bank of New York Mellon Corp234,789$1.9M0.0%New
Charles Schwab Investment Management Inc145,637$1.2M0.0%New
Northern Trust Corp133,620$1.1M0.0%New
Renaissance Technologies LLC123,100$1.0M0.0%New
Vanguard Fiduciary Trust Co117,875$968.9K0.0%New
Marshall Wace, Llp104,864$862.0K0.0%New
Aqr Capital Management LLC102,537$842.9K0.0%New
Bryant Woods Investment Advisors, LLC99,693$819.5K0.2%New
Goldman Sachs Group Inc98,187$807.1K0.0%New
Citadel Advisors LLC96,287$791.5K0.0%New
Lane Generational LLC91,574$752.7K0.7%New
Nuveen, LLC60,946$501.0K0.0%New
Susquehanna International Group, Llp56,250$462.4K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Digimarc is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROld Digimarc CORP2
  • CIK0001438231
  • Employer ID (EIN)26-282818516
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inOregon16
  • Fiscal year endsDecember 312
  • Industry code (SIC)7373 Services-Computer Integrated Systems Design2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address8500 Sw Creekside Place, Beaverton, OR 970082
  • Phone503-469-48002
  • Shares outstanding22,241,975 as of May 6, 202615
  • Public float$249.0M as of Jun 30, 202516
  • AuditorKPMG LLP, Portland, Oregon PCAOB ID 185; no auditor attestation of internal control over financial reporting16
  • On EDGAR sinceJun 23, 20082
  • Filings1,174 in all: 4 (655), 8-K (148), 10-Q (53), SC 13G/A (48), 3 (34), SC 13G (23), DEFA14A (21), DEF 14A (19)2
    All 40 form types

    10-K (18), CORRESP (17), UPLOAD (15), 144 (13), CT ORDER (11), 424B5 (10), 5 (8), S-8 POS (8), 3/A (7), EFFECT (7), S-8 (7), 10-12B/A (6), 4/A (6), ARS (6), S-3 (6), 10-K/A (3), PRE 14A (3), SCHEDULE 13G/A (3), 8-K/A (2), SC 13D (2), SC 13D/A (2), SCHEDULE 13D (2), SCHEDULE 13D/A (2), 10-12B (1), 15-12G (1), 424B3 (1), 424B7 (1), 8-A12B (1), CERTNAS (1), D (1), POS AM (1), PX14A6G (1)

  • Latest filingsAnnual report (10-K) Mar 11, 2026
    Quarterly report (10-Q) May 13, 2026
    Proxy statement (DEF 14A) Mar 24, 2026
    Latest 8-K (8-K) May 18, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 Par Value Per ShareDMRCNASDAQ

From the cover page of the 10-K filed Mar 11, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Digimarc names in Item 1A of its 10-K filed Mar 11, 2026: 32 risks under these headings, as written.16

  • RISKS RELATED TO OUR BUSINESS
  • (1) Our strategic emphasis on retail loss prevention and gift card fraud solutions may not achieve market adoption and exposes us to integration and procurement risks.
  • (2) The impact of trade policy changes in the United States and corresponding actions by other countries in which the Company does business could adversely affect our financial performance.
  • (3) As a purveyor of disruptive technology, if our partners and potential customers defer or delay adopting and implementing our technology, or if competitors or other market participants successfully engage in campaigns to discredit our technology, our revenues will be negatively affected.
  • (4) Our future growth will depend to a material extent on the successful advocacy of our technology by our partners to their customers, and implementation of our technology in solutions propagated by our partners and provided by third parties.
  • (5) If leading companies in our target industries downplay, minimize or reject the use of our technology, our product deployment may be slowed, and we may be unable to achieve profitable operations.
  • (6) We are subject to risks encountered by companies developing and relying upon new technologies, products, and services to achieve and sustain profitable operations.
  • (7) A significant portion of our current and potential future revenue is subject to commercial and government contracts and the development of new markets that may involve unpredictable delays and other unexpected changes. Such volatility and uncertainty might limit our actual revenue in any given quarter or year.
  • (8) A small number of customers account for a substantial portion of our revenue, and the loss of or reduction in any large contract could materially disrupt our business.
  • (9) The market for our products is highly competitive, and alternative technologies or larger companies that compete with us may be more successful than us in gaining market share, which would decrease our revenue and profits.
  • (10) An increase in our operations outside of the U.S. subjects us to risks additional to those to which we are exposed in our domestic operations.
  • (11) We depend on our key employees for our future success. If we are not able to retain, hire, or integrate these employees, we may not be able to meet our commitments.
The other 21 risks
  • (12) If our revenue models and pricing structures relating to products and services that are under development do not gain market acceptance, the products and services may fail to attract or retain customers and we may not be able to generate new revenue or sustain existing revenue.
  • (13) The transition from HolyGrail 2.0 to HolyGrail 2030 and broader recycling ecosystem adoption may not produce expected commercial outcomes and could delay or reduce anticipated revenue opportunities.
  • (14) The technological viability and economic attractiveness of competing technologies could cause the consumer-packaged goods industry and related industries to adopt a technology other than digital watermarking to support its waste sortation and recycling initiatives.
  • (15) Our business may be adversely affected by the EU Data Act’s requirements regarding customer switching, including mandatory process and contractual changes.
  • (16) Industry migration toward 2D barcodes and evolving standards initiatives, including Sunrise 2027, could develop in ways that disadvantage our technologies or require additional investment.
  • RISKS RELATED TO INFORMATION SECURITY
  • (17) The security systems used in our business and our product and service offerings may be circumvented or sabotaged by third parties, which could result in the disclosure of sensitive information or private personal information or cause other business interruptions that could damage our reputation and disrupt our business.
  • (18) We may experience outages and disruptions of our infrastructure that may harm our business, prospects, financial condition and results of operations.
  • (19) Data breaches and cyber-attacks or cyber-fraud could compromise our intellectual property or other sensitive information or result in losses.
  • RISKS RELATED TO FINANCIAL REPORTING
  • (20) Changes to financial accounting standards may affect our results of operations and could cause us to change our business practices.
  • (21) We were not profitable in 2025 or 2024 and may not be able to become profitable in the future, particularly if we were to lose large contracts or fail in our new market development initiatives. Sustained lack of profitability could cause us to incur asset impairment charges for long-lived assets or record valuation allowances against our deferred tax assets.
  • (22) We may be adversely affected by variability of contracted arrangements.
  • RISKS RELATED TO INTELLECTUAL PROPERTY AND LEGAL
  • (23) (a) We may not be able to adequately secure patent or other protection for our technologies.
  • (b) We may be subject to infringement claims and other litigation, which could adversely affect our business.
  • (24) We are involved in securities class action and related stockholder derivative litigation, and we are also periodically involved in litigation in the ordinary course of business, and an adverse resolution of such litigation may adversely affect our business, financial condition, results of operations, and cash flows.
  • (25) The terms and conditions of our contracts could subject us to damages, losses and other expenses if we fail to meet delivery and performance requirements.
  • RISKS RELATED TO OUR CAPITAL STOCK
  • (26) Our corporate governance documents and Oregon law may delay or prevent an acquisition of us that shareholders may consider favorable, which could decrease the value of your shares.
  • (27) Shareholder activism and governance dynamics, including obligations under cooperation arrangements, may constrain strategic flexibility and increase costs.
  • (28) Our common stock price may be volatile, and you could lose all or part of your investment in shares of our common stock.
  • GENERAL RISK FACTORS
  • (29) If we are unable to respond to regulatory or industry standards effectively, or if we are unable to develop and integrate new technologies effectively, our growth and the development of our products and services could be delayed or limited.
  • (30) We may need to hire additional employees or contract labor in the future in order to take advantage of new business opportunities arising from increased demand, which could increase costs and impede our ability to achieve or sustain profitability in the short term.
  • (31) Products deploying our technology could have unknown defects or errors, which may give rise to claims against us, divert application of our resources from other purposes or increase our project implementation and support costs.

Legal proceedings

On May 8, 2025, a class action lawsuit captioned Ullom v. Digimarc Corp., et al., No. 3:25-cv-00779-JR (the “Ullom Action”) was filed against the Company in the United States District Court for the District of Oregon. An amended complaint was filed on November 26, 2025. The amended complaint purports to assert claims against the Company and its Chief Executive Officer and Chief Financial Officer pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, on behalf of a putative class of investors who purchased or otherwise acquired the Company’s shares between August 14, 2024 and February 26, 2025 (the “class period”). The Ullom Action seeks to recover damages allegedly caused by purported misstatements and omissions regarding the renewal status of a commercial contract, claiming that these alleged misstatements and omissions artificially inflated the price paid for our common stock during the class period.

The opening of Item 3, Legal Proceedings.16

Sources

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