Digimarc CORP (DMRC): M&A transaction — Digimarc completes Reorganization; shares exchanged 1:1 for Digimarc Parent, Inc. stock

Digimarc CORP

Reorganization completed May 15, 2026; all Digimarc Corp. shares exchanged 1:1 for new parent Digimarc Parent, Inc. (DMRC).
New parent's stock continues trading on Nasdaq under "DMRC" effective May 19, 2026; new CUSIP 25382K100.
Directors and executive officers remain unchanged after the Reorganization.
Holdings intends to change its name to "Digimarc Corporation" and file post-effective amendments to registration statements.
The Reorganization was approved by shareholders at the April 30, 2026 annual meeting.

item 2.01 item 3.03 item 5.01 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Digimarc CORP underwent a change of control involving Digimarc Parent, Inc. (f/k/a Deschutes Parent, Inc.) (closed 2026-05-15).

Action: change of control
Counterparty: Digimarc Parent, Inc. (f/k/a Deschutes Parent, Inc.)
Closing: 2026-05-15

Exact text from the filing

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”).

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Source: SEC EDGAR

accession 0001437749-26-017528

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