What changed in Digimarc CORP's 2025 10-K compared to 2024?

Across the narrative sections we track, Digimarc CORP (DMRC) added 140 paragraphs, removed 115, and edited 92 between the 2024 and 2025 10-K filings. The biggest movers are Item 7A. Quantitative and Qualitative Disclosures About Market Risk (+139/−114), Item 1A. Risk Factors (+1/−1).

Did Digimarc CORP add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 1 new/edited paragraphs and 1 removed paragraphs versus the 2024 10-K.

Where does this DMRC 10-K diff come from?

The source filings are Digimarc CORP's official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Digimarc CORP's 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of Digimarc CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+140 added−115 removedSource: 10-K (2026-03-11) vs 10-K (2025-02-27)

Top changes in Digimarc CORP's 2025 10-K

140 paragraphs added · 115 removed · 92 edited across 2 sections

Item 7A. Quantitative and Qualitative Disclosures About Market Risk+139 / −114 · 91 edited
Item 1A. Risk Factors+1 / −1 · 1 edited

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

1 edited+0 added−0 removed5 unchanged

2024 filing

2025 filing

Biggest changeForward-looking statements include but are not limited to statements relating to: • the concentration of most of our revenue among few customers and the trends and sources of future revenue; • anticipated successful advocacy of our technology by our partners; • anticipated revenue to be generated from current contracts, renewals and expirations or terminations of contracts, and new programs; • our belief regarding the global deployment of our products; • our beliefs regarding potential outcomes of participating in the HolyGrail 2.0 initiative and the utility of our products in the recycling industry; • our future level of investment in our business, including investment in research, development and engineering of products and technology, development of our intellectual property, sales growth initiatives and development of new market opportunities; • anticipated expenses, costs, margins, provision for income taxes and investment activities in the foreseeable future; • our assumptions and expectations related to stock awards; • our belief that we have one of the world’s most extensive patent portfolios in digital watermarking and related fields; • anticipated effects of our adoption of accounting pronouncements; • our beliefs regarding our critical accounting policies; • our expectations regarding the impact of accounting pronouncements issued but not yet adopted; 26 Table of Contents • our estimates, judgments and assumptions related to impairment testing; • variability of contracted arrangements in response to changes in circumstances underlying the original contractual arrangements; • business opportunities that could require that we seek additional financing and our ability to do so; • the size and growth of our markets and our assumptions and beliefs related to those markets; • the existence of international growth opportunities and our future investment in such opportunities; • our expected short-term and long-term liquidity positions; • our capital expenditure and working capital requirements and our ability to fund our capital expenditure and working capital needs through cash flow from operations or financing; • our expectations regarding our ability to meet future financial obligations as they become due within the coming fiscal year; • the effect of computerized trading on our stock price; • capital market conditions, our expectations regarding credit risk exposure, interest rate volatility and other limitations on the availability of capital, which could have an impact on our cost of capital and our ability to access the capital markets; • our use of cash, cash equivalents and marketable securities in upcoming quarters and the possibility that our deposits of cash and cash equivalents with major banks and financial institutions may exceed insured limits; • the strength of our competitive position and our ability to innovate and enhance our competitive differentiation; • our beliefs related to our existing facilities; • protection, development and monetization of our intellectual property portfolio; • our beliefs related to our relationship with our employees and the effect of increasing diversity within our workforce; • our beliefs regarding cybersecurity incidents; • our beliefs related to certain provisions in our bylaws and articles of incorporation; • our beliefs related to legal proceedings and claims arising in the ordinary course of business; and • other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in Item 1A.

Biggest changeForward-looking statements include but are not limited to statements relating to: • the concentration of most of our revenue among few customers and the trends and sources of future revenue; • anticipated successful advocacy of our technology by our partners; • anticipated revenue to be generated from current contracts, renewals and expirations or terminations of contracts, and new programs; • our belief regarding the global deployment of our products; • our beliefs regarding potential outcomes of participating in the HolyGrail 2030 initiative and the utility of our products in the recycling industry; • our future level of investment in our business, including investment in research, development and engineering of products and technology, development of our intellectual property, sales growth initiatives and development of new market opportunities; • anticipated expenses, costs, margins, provision for income taxes and investment activities in the foreseeable future; • our assumptions and expectations related to stock awards; • our belief that we have one of the world’s most extensive patent portfolios in digital watermarking and related fields, and the impact of our strategic disposal or abandonment of certain non-core patents and patent applications; • anticipated effects of our adoption of accounting pronouncements; • our beliefs regarding our critical accounting policies; • our expectations regarding the impact of accounting pronouncements issued but not yet adopted; 27 Table of Contents • our estimates, judgments and assumptions related to impairment testing; • variability of contracted arrangements in response to changes in circumstances underlying the original contractual arrangements; • business opportunities that could require that we seek additional financing and our ability to do so; • the size and growth of our markets and our assumptions and beliefs related to those markets; • the existence of international growth opportunities and our future investment in such opportunities; • the impact of the EU Data Act or similar regulations on our business, results of operations, and financial condition; • the impact of U.S. and international trade regulations (including tariffs) on our business; • our expected short-term and long-term liquidity positions; • our capital expenditure and working capital requirements and our ability to fund our capital expenditure and working capital needs through cash flow from operations or financing; • our expectations regarding our ability to meet future financial obligations as they become due within the coming fiscal year; • the effect of computerized trading on our stock price; • capital market conditions, our expectations regarding credit risk exposure, interest rate volatility and other limitations on the availability of capital, which could have an impact on our cost of capital and our ability to access the capital markets; • our use of cash, cash equivalents and marketable securities in upcoming quarters and the possibility that our deposits of cash and cash equivalents with major banks and financial institutions may exceed insured limits; • the strength of our competitive position and our ability to innovate and enhance our competitive differentiation; • the competitive strategies of companies marketing competing technologies in the marketplace; • our beliefs related to our existing facilities; • protection, development and monetization of our intellectual property portfolio; • our beliefs related to our relationship with our employees; • our beliefs regarding cybersecurity incidents; • our beliefs related to certain provisions in our bylaws and articles of incorporation; • the impact of shareholder activism on our business strategy, results of operation and financial condition; • our beliefs related to legal proceedings and related claims, including shareholder derivative litigation; and • other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in Item 1A.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

91 edited+48 added−23 removed98 unchanged

2024 filing

2025 filing

Biggest changeF- 22 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Components of loss before income taxes are as follows: Year Ended December 31, 2024 2023 Domestic $ (27,044 ) $ (35,039 ) International (11,922 ) (10,716 ) Loss before income taxes $ (38,966 ) $ (45,755 ) Components of the provision (benefit) for income taxes allocated to continuing operations include the following: Year Ended December 31, 2024 2023 Current: Federal $ 5 $ (141 ) State (13 ) (9 ) Foreign (36 ) (37 ) Sub-total $ (44 ) $ (187 ) Deferred: Federal $ — $ (17 ) State — — Foreign — — Sub-total $ — $ (17 ) Total $ (44 ) $ (204 ) The reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Year Ended Year Ended December 31, December 31, 2024 % 2023 % Income taxes computed at statutory rates $ 8,183 (21 )% $ 9,609 (21 )% (Increases) decreases resulting from: Change in valuation allowance (9,319 ) 24 % (11,716 ) 26 % NOL surrendered for refundable tax credit (1,355 ) 4 % (1,607 ) 4 % Foreign research deductions and credits 650 (2 )% 803 (2 )% Federal and state research and experimentation credits 1,288 (3 )% 1,412 (3 )% State income taxes, net of federal tax benefit (139 ) — % 468 (1 )% Other 648 (2 )% 827 (3 )% Total $ (44 ) — % $ (204 ) — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Biggest changeComponents of loss before income taxes are as follows: Year Ended December 31, 2025 2024 Domestic $ (22,248 ) $ (27,044 ) International (10,030 ) (11,922 ) Loss before income taxes $ (32,278 ) $ (38,966 ) Components of the (provision) benefit for income taxes allocated to continuing operations include the following: Year Ended December 31, 2025 2024 Current: Federal $ — $ 5 State (8 ) (13 ) Foreign (23 ) (36 ) Sub-total $ (31 ) $ (44 ) Deferred: Federal $ — $ — State — — Foreign — — Sub-total $ — $ — Total $ (31 ) $ (44 ) F- 21 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to (income) loss before income taxes after the adoption of ASU 2023 - 09 is as follows: Year Ended Year Ended December 31, December 31, 2025 % 2024 % Income taxes computed at U.S. statutory rates $ 6,778 21 % $ 8,183 21 % State income taxes, net of federal tax benefit (7 ) — % (10 ) — % (Increases) decreases resulting from: Foreign tax effects: United Kingdom: Change in valuation allowance (2,513 ) (8 )% (2,443 ) (6 )% Statutory rate differential 407 1 % 615 2 % Research and development tax deductions and credits 25 — % 650 2 % NOLs surrendered for refundable tax credit — — % (1,355 ) (3 )% Other (54 ) — % 3 — % Other foreign jurisdictions 6 — % (9 ) — % Tax credits: Research and development tax credits 832 3 % 1,373 4 % Nontaxable or nondeductible items: Stock compensation expense windfall (shortfall) (542 ) (2 )% 171 1 % Other (270 ) (1 )% (56 ) — % Change in valuation allowance (4,860 ) (15 )% (7,001 ) (18 )% Change in unrecognized tax benefits (96 ) — % (74 ) — % Other 263 1 % (91 ) — % Total $ (31 ) — % $ (44 ) — % ( 1 ) During the Year Ended December 31, 2025 , state taxes in California, Massachusetts, and New Jersey comprised the majority of the tax effect in this category.

Meyer (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 22, 2019 (File No. 001-34108)) 10.6 Patent License Agreement, dated as of June 11, 2009, between Digimarc Corporation and The Nielsen Company (US), LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 31, 2009 (File No. 001-34108))(2) 10.7 Limited Liability Company I Agreement, dated June 11, 2009, between Digimarc Corporation and The Nielsen Company (US), LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 31, 2009 (File No. 001-34108))(2) 10.8 Limited Liability Company II Agreement, dated June 11, 2009 between Digimarc Corporation and The Nielsen Company (US), LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 31, 2009 (File No. 001-34108))(2) 10.9 Lease Agreement, dated March 22, 2004, between Digimarc Corporation and PS Business Parks, L.P., as amended on May 13, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 30, 2010 (File No. 001-34108)) 10.10 Second Amendment to Lease, dated July 31, 2015, between PD Office Owner 9, L.P. and Digimarc Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on October 30, 2015 (File No. 001-34108)) 10.11 Patent Rights Agreement, dated October 5, 2010, between Digimarc Corporation and IV Digital Multimedia Inventions, LLC (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 3, 2011 (File No. 001-34108)) *10.12 Digimarc Corporation 2018 Incentive Plan, as amended (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 28, 2023 (file No. 001-34108)) *10.13 Equity Compensation Program for Non-Employee Directors Under the Digimarc 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 8, 2023 (File No. 001-34108)) 10.14 Grant-Back License Agreement, dated October 5, 2010, between Digimarc Corporation and IV Digital Multimedia Inventions, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 2, 2019 (File No. 001-34108)) (5) 10.15 Amendment No. 1 to Equity Distribution Agreement, dated August 6, 2020, between Digimarc Corporation and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on October 30, 2020 (File No. 001-34108)) *10.16 Employment Agreement, effective as of August 10, 2020, between Digimarc Corporation and Bruce Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 14, 2020 (File No. 001-34108)) 10.17 Subscription Agreement, dated September 29, 2020, between the Company and TCM Strategic Partners L.P.

Meyer (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 22, 2019 (File No. 001-34108)) 10.6 Patent License Agreement, dated as of June 11, 2009, between Digimarc Corporation and The Nielsen Company (US), LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 31, 2009 (File No. 001-34108))(2) 10.7 Limited Liability Company I Agreement, dated June 11, 2009, between Digimarc Corporation and The Nielsen Company (US), LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 31, 2009 (File No. 001-34108))(2) 10.8 Limited Liability Company II Agreement, dated June 11, 2009 between Digimarc Corporation and The Nielsen Company (US), LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 31, 2009 (File No. 001-34108))(2) 10.9 Lease Agreement, dated March 22, 2004, between Digimarc Corporation and PS Business Parks, L.P., as amended on May 13, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on July 30, 2010 (File No. 001-34108)) 10.10 Second Amendment to Lease, dated July 31, 2015, between PD Office Owner 9, L.P. and Digimarc Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on October 30, 2015 (File No. 001-34108)) 31 10.11 Patent Rights Agreement, dated October 5, 2010, between Digimarc Corporation and IV Digital Multimedia Inventions, LLC (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 3, 2011 (File No. 001-34108)) *10.12 Digimarc Corporation 2018 Incentive Plan, as amended (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 28, 2023 (file No. 001-34108)) *10.13 Equity Compensation Program for Non-Employee Directors Under the Digimarc 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 8, 2023 (File No. 001-34108)) 10.14 Grant-Back License Agreement, dated October 5, 2010, between Digimarc Corporation and IV Digital Multimedia Inventions, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 2, 2019 (File No. 001-34108)) (5) 10.15 Amendment No. 1 to Equity Distribution Agreement, dated August 6, 2020, between Digimarc Corporation and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on October 30, 2020 (File No. 001-34108)) *10.16 Employment Agreement, effective as of August 10, 2020, between Digimarc Corporation and Bruce Davis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 14, 2020 (File No. 001-34108)) 10.17 Subscription Agreement, dated September 29, 2020, between the Company and TCM Strategic Partners L.P.

In addition, up to 770 shares of common stock subject to awards outstanding under the 2008 Plan became available for issuance under 2018 Plan to the extent that those shares cease to be subject to the awards (as a result of, for example, expiration, cancellation or forfeiture of the award).

In addition, up to 770 shares of common stock subject to awards outstanding under the 2008 Plan became available for issuance under the 2018 Plan to the extent that those shares cease to be subject to the awards (as a result of, for example, expiration, cancellation or forfeiture of the award).

Marketable Securities The Company considers all investments with original maturities over 90 days that mature in less than one -year from the balance sheet date to be short-term marketable securities. Short-term marketable securities primarily include commercial paper, U.S. treasuries and federal agency notes. The Company’s marketable securities are classified as available-for-sale.

Marketable Securities The Company considers all investments with original maturities over 90 days that mature in less than one -year from the balance sheet date to be short-term marketable securities. Short-term marketable securities primarily include commercial paper, federal agency notes, corporate notes, and U.S. treasuries. The Company’s marketable securities are classified as available-for-sale.

As a result, the Company’s credit risk associated with cash and cash equivalents and marketable securities is believed to be minimal. The Company manages credit risk on accounts receivable by evaluating a customer’s credit worthiness before extending any significant amount of credit. There is a significant concentration of accounts receivable at various times from our three largest customers.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on September 29, 2020 (File No. 001-34108)) 10.19 Work Agreement, dated October 5, 2010, by and among Digimarc Corporation, Invention Law Group, P.C. and IV Digital Multimedia Inventions, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2021 (File No. 001-34108)) + 31 Table of Contents *10.20 Separation Agreement and General Release, dated April 12, 2021, between Digimarc Corporation and Bruce Davis (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2021 (File No. 001-34108)) *10.21 Employment Agreement, dated April 12, 2021, between Digimarc Corporation and Riley McCormack (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2021 (File No. 001-34108)) *10.22 Amendment No. 1 to Employment Agreement, dated as of February 27, 2023, between Digimarc Corporation and Riley McCormack (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 29, 2024 (File No. 001-34108)) *10.23 Separation Agreement and General Release, dated December 28, 2021, between Digimarc Corporation and Robert Chamness (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 7, 2022 (File No. 001-34108)) 10.24 Sublease Agreement, dated February 4, 2022, by and between Fiserv Solutions, LLC and Digimarc Corporation (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 7, 2022 (File No. 001-34108)) 10.25 Lease Extension Agreement, dated February 4, 2022, between Portland 1 LLC and Digimarc Corporation (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 7, 2022 (File No. 001-34108)) *10.26 Form of Change of Control Retention Agreement entered into between Digimarc Corporation and Mr.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on September 29, 2020 (File No. 001-34108)) 10.19 Work Agreement, dated October 5, 2010, by and among Digimarc Corporation, Invention Law Group, P.C. and IV Digital Multimedia Inventions, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2021 (File No. 001-34108)) + *10.20 Separation Agreement and General Release, dated April 12, 2021, between Digimarc Corporation and Bruce Davis (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2021 (File No. 001-34108)) *10.21 Employment Agreement, dated April 12, 2021, between Digimarc Corporation and Riley McCormack (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 29, 2021 (File No. 001-34108)) *10.22 Amendment No. 1 to Employment Agreement, dated as of February 27, 2023, between Digimarc Corporation and Riley McCormack (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 29, 2024 (File No. 001-34108)) *10.23 Separation Agreement and General Release, dated December 28, 2021, between Digimarc Corporation and Robert Chamness (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 7, 2022 (File No. 001-34108)) 10.24 Sublease Agreement, dated February 4, 2022, by and between Fiserv Solutions, LLC and Digimarc Corporation (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 7, 2022 (File No. 001-34108)) 10.25 Lease Extension Agreement, dated February 4, 2022, between Portland 1 LLC and Digimarc Corporation (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 7, 2022 (File No. 001-34108)) *10.26 Form of Change of Control Retention Agreement entered into between Digimarc Corporation and Mr.

Performance Restricted Stock Units The fair value of performance restricted stock unit (“PRSU”) awards that vest upon meeting a service condition and a performance condition, such as the Company exceeding a future annual recurring revenue target, is determined based on the fair market value of the Company’s common stock on the date of the grant (measurement date), adjusted for probability of achievement of the performance criteria as of each reporting date, and is recognized on a straight-line basis over the service period of the award, which is generally three years for employee grants.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 27 Table of Contents ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our Consolidated Financial Statements and the accompanying Notes that are filed as part of this Annual Report are listed under Part III, Item 15, Exhibits and Financial Statement Schedules and are set forth beginning on page F-1 immediately following the signature page of this Form 10-K.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 28 Table of Contents ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our Consolidated Financial Statements and the accompanying Notes that are filed as part of this Annual Report are listed under Part III, Item 15, Exhibits and Financial Statement Schedules and are set forth beginning on page F-1 immediately following the signature page of this Form 10-K.

Confidential portions of this exhibit have been separately filed with the SEC. 32 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Confidential portions of this exhibit have been separately filed with the SEC. 33 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

The Company’s investment policy also limits its credit exposure by limiting the maximum of 40% of its cash equivalents and marketable securities, or $15,000, whichever is greater, to be invested in any one industry category, (e.g., financial, energy, etc.), at the time of purchase.

The Company’s investment policy also limits its credit exposure by limiting the maximum of 40% of its cash equivalents and marketable securities, or $15,000, whichever is less, to be invested in any one industry category, (e.g., financial, energy, etc.), at the time of purchase.

The fair value of performance restricted stock units awards that vest upon meeting a service condition and a market condition, such as the Company exceeding shareholder returns as compared to an index of peer companies, is determined on the date of grant (measurement date) using the Monte Carlo valuation model.

The fair value of performance restricted stock unit awards that vest upon meeting a service condition and a market condition, such as the Company exceeding shareholder returns as compared to an index of peer companies, is determined on the date of grant (measurement date) using the Monte Carlo valuation model.

See Note 7 for more information about trade accounts receivable. The Company has contract assets from capitalized contract acquisition costs that are classified as “other current assets” and “other assets” in the Consolidated Balance Sheet. These contract acquisition costs are recognized in proportion to the revenue recognized from the contract they are associated with.

See Note 7 for more information about trade accounts receivable. The Company has contract assets from capitalized contract acquisition costs that are classified as “other current assets” and “other assets” in the Consolidated Balance Sheets. These contract acquisition costs are recognized in proportion to the revenue recognized from the contract they are associated with.

ITEM 9B: OTHER INFORMATION During the three months ended December 31, 2024 , no director or officer of the Company adopted or terminated a “Rule10b5 - 1 trading arrangement” or “non- Rule10b5 - 1 trading arrangement”, as each term is defined in Item 408 (a) of Regulation S-K.

ITEM 9B: OTHER INFORMATION During the three months ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule10b5 - 1 trading arrangement” or “non- Rule10b5 - 1 trading arrangement”, as each term is defined in Item 408 (a) of Regulation S-K.

Applicable revenue recognition criteria are considered separately for each performance obligation as follows: • Subscription revenue consists primarily of revenue earned from subscription fees for access to the Company’s SaaS platform and products and, to a lesser extent, licensing fees for software products.

In connection with the Company’s annual impairment tests of goodwill as of June 30, 2024 and 2023 , it was concluded that there was no impairment to goodwill as the estimated fair value of the Company’s reporting unit significantly exceeded the carrying value.

In connection with the Company’s annual impairment tests of goodwill as of June 30, 2025 and 2024 , it was concluded that there was no impairment to goodwill as the estimated fair value of the Company’s reporting unit significantly exceeded the carrying value.

Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company records accrued interest and penalties associated with uncertain tax positions in the “provision for income taxes” in the Consolidated Statements of Operations. For the years ended December 31, 2024 and 2023 , the Company recognized accrued interest and penalties associated with uncertain tax positions of $0 and $0, respectively.

The Company records accrued interest and penalties associated with uncertain tax positions in the “provision for income taxes” in the Consolidated Statements of Operations. For the years ended December 31, 2025 and 2024 , the Company recognized accrued interest and penalties associated with uncertain tax positions of $0 and $0, respectively.

ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable 28 Table of Contents PART III Certain information required by Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Proxy Statement for our 2025 annual meeting of shareholders, which we intend to file no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 29 Table of Contents PART III Certain information required by Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Proxy Statement for our 2026 annual meeting of shareholders, which we intend to file no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The 2018 Plan provides for the grant of incentive and, stock appreciation rights, stock awards, restricted stock awards, restricted stock units, performance shares, performance units, and other stock or cash-based awards, which may be granted to officers, directors, employees, consultants, agents, advisors and independent contractors who provide services to the Company and its affiliated companies.

The 2018 Plan provides for the grant of stock options, stock appreciation rights ("SARs"), restricted stock awards, restricted stock units, performance restricted stock units, and other stock or cash-based awards, which may be granted to officers, directors, employees, consultants, agents, advisors and independent contractors who provide services to the Company and its affiliated companies.

Basic earnings per share excludes dilution and is calculated by dividing earnings by the weighted-average number of shares outstanding for the period. Diluted earnings per share is calculated by dividing earnings by the weighted-average number of shares, as adjusted for the potentially dilutive effect of unvested RSUs and PRSUs.

This authoritative guidance will be effective for the Company starting in the fiscal year ending December 31, 2027 for annual periods and in the first quarter of the fiscal year ending December 31, 2028 for interim periods, with early adoption permitted. The Company is currently evaluating the effect of this new standard on the Company’s disclosures.

The Company manages its business activities on a consolidated basis. In addition, the Chief Executive Officer of the Company, as the chief operating decision-maker (“CODM”), reviews the Company’s operating results and makes decisions to allocate resources based on consolidated financial information. As such, the Company has one single reportable segment.

The Company manages its business activities on a consolidated basis. In addition, the Chief Executive Officer of the Company, as the CODM, reviews the Company’s operating results and makes decisions to allocate resources based on consolidated financial information. As such, the Company has one single reportable segment.

(a)(3) Exhibits EXHIBIT INDEX The agreements included or incorporated by reference as exhibits to this report may contain representations and warranties by each of the parties to the applicable agreement.

(a)(3) Exhibits 30 Table of Contents EXHIBIT INDEX The agreements included or incorporated by reference as exhibits to this report may contain representations and warranties by each of the parties to the applicable agreement.

F- 13 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) ( 4 ) Segment Information Significant Segment Expenses The Company derives its revenue from a single reporting segment: product digitization solutions. Revenue is generated in this segment primarily through software subscriptions and software development services.

F- 11 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) ( 4 ) Segment Information Significant Segment Expenses The Company derives its revenue from a single reporting segment: product digitization solutions. Revenue is generated in this segment primarily through software subscriptions and software development services.

DIGIMARC CORPORATION Date: February 27, 2025 By: /s/ Charles Beck Charles Beck Title: Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Riley McCormack President, Chief Executive Officer and Director February 27, 2025 Riley McCormack (Principal Executive Officer) /s/ Charles Beck Chief Financial Officer and Treasurer February 27, 2025 Charles Beck (Principal Financial and Accounting Officer) /s/ Katie Kool Chair of the Board of Directors February 27, 2025 Katie Kool /s/ Dana Mcilwain Director February 27, 2025 Dana Mcilwain /s/ LaShonda Anderson-Williams Director February 27, 2025 LaShonda Anderson-Williams /s/ Michael Park Director February 27, 2025 Michael Park /s/ Sandeep Dadlani Director February 27, 2025 Sandeep Dadlani /s/ Sheila Cheston Director February 27, 2025 Sheila Cheston 33 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations and Comprehensive Loss F-5 Consolidated Statements of Shareholders’ Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Digimarc Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Digimarc Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

DIGIMARC CORPORATION Date: March 11, 2026 By: /s/ Charles Beck Charles Beck Title: Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Riley McCormack President, Chief Executive Officer and Director March 11, 2026 Riley McCormack (Principal Executive Officer) /s/ Charles Beck Executive Vice President, Chief Financial Officer, Treasurer and Secretary March 11, 2026 Charles Beck (Principal Financial and Accounting Officer) /s/ Katie Kool Chair of the Board of Directors March 11, 2026 Katie Kool /s/ LaShonda Anderson-Williams Director March 11, 2026 LaShonda Anderson-Williams /s/ Rishi Bajaj Director March 11, 2026 Rishi Bajaj /s/ Sheila Cheston Director March 11, 2026 Sheila Cheston /s/ Sandeep Dadlani Director March 11, 2026 Sandeep Dadlani /s/ Dana Mcilwain Director March 11, 2026 Dana Mcilwain /s/ Michael Park Director March 11, 2026 Michael Park 34 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Shareholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Digimarc Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Digimarc Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

The dilutive effect of unvested RSUs and PRSUs is determined using the treasury stock method. RSAs are included in shares outstanding on the date of grant.

The dilutive effect of unvested RSUs and PRSUs and outstanding ESPP purchase rights is determined using the treasury stock method. RSAs are included in shares outstanding on the date of grant.

Monetary assets and liabilities denominated in a foreign currency are remeasured at the end of each reporting period, with respective gain or loss recorded in other income, net on the Consolidated Statement of Operation.

Monetary assets and liabilities denominated in a foreign currency are remeasured at the end of each reporting period, with respective gain or loss recorded in "other income, net" on the Consolidated Statements of Operations.

The Company issues new shares upon grants of RSAs and vesting of RSU and PRSU awards.

The Company issues new shares upon grants of RSAs, upon vesting of RSU and PRSU awards, and upon purchase of ESPP shares.

The carrying value of the lease right of use assets is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. No impairment was recorded for the twelve months ended December 31, 2024 .

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None ITEM 9A: CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, have carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this Form 10-K.

ITEM 9A: CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, have carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this Form 10-K.

Cash equivalents include commercial paper, federal agency notes, U.S. treasuries and money market securities, totaling $8,889 and $17,362 at December 31, 2024 and 2023 , respectively. Cash equivalents are carried at either cost or fair value depending on the type of security.

Cash equivalents include commercial paper, federal agency notes, money market securities, corporate notes, and U.S. treasuries, totaling $8,403 and $8,889 at December 31, 2025 and 2024 , respectively. Cash equivalents are carried at either cost or fair value depending on the type of security.

The term of the sublease and lease extension runs through September 2030. The remaining rent payments as of December 31, 2024 were $7,796 plus operating expenses, payable in monthly installments. The first 26 months of rent payments and operating expenses were abated to cover the remaining lease term on the Company’s former corporate headquarters.

The term of the sublease and lease extension runs through September 2030. The remaining rent payments as of December 31, 2025 were $6,487 plus operating expenses, payable in monthly installments. The first 26 months of rent payments and operating expenses were abated to cover the remaining lease term on the Company’s former corporate headquarters.

The effective tax rate for each of the years ended December 31, 2024 and 2023 was 0% . The Company continues to provide for a valuation allowance to offset its net deferred tax assets until such time it is more likely than not the tax assets or portions thereof will be realized.

The effective tax rate for each of the years ended December 31, 2025 and 2024 was 0% . The Company continues to provide for a valuation allowance to offset its net deferred tax assets, primarily net operating losses ("NOLs") and tax credits, until such time it is more likely than not the tax assets or portions thereof will be realized.

The following table provides additional details of leases presented in the Consolidated Balance Sheets: December 31, December 31, 2024 2023 Lease right of use assets $ 3,659 $ 4,017 Lease liabilities, current $ 781 $ 582 Lease liabilities, long-term $ 5,213 $ 5,994 Weighted-average remaining life (in years) 5.7 6.5 Weighted-average discount rate 9 % 9 % The current lease liabilities are included in “accounts payable and other accrued liabilities” in the Consolidated Balance Sheets.

The following table provides additional details of leases presented in the Consolidated Balance Sheets: December 31, December 31, 2025 2024 Lease right of use assets $ 3,238 $ 3,659 Lease liabilities, current $ 899 $ 781 Lease liabilities, long-term $ 4,314 $ 5,213 Weighted-average remaining life (in years) 4.7 5.7 Weighted-average discount rate 9 % 9 % The current lease liabilities are included in “accounts payable and other accrued liabilities” in the Consolidated Balance Sheets.

To the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or tax credit carryforward.

To the extent allowed by law, the taxing authorities may have the right to examine prior periods where NOLs or tax credits were generated and carried forward, and make adjustments up to the amount of the NOL or tax credit carryforward.

The Plan combines both an employee savings plan and company matching plan into one plan under Section 401 (k), including a 401 (k) Roth option. Employees become eligible to participate in the Plan at the beginning of the month following the employee’s hire date.

The Plan combines both an employee savings plan and a company matching plan into one plan under Section 401 (k), including a 401 (k) Roth option. Company matching contributions were paused effective July 1, 2025. Employees become eligible to participate in the Plan at the beginning of the month following the employee’s hire date.

Major Customers The following customers accounted for 10% or more of revenue: Year Ended December 31, 2024 2023 Customer A 41 % 46 % Customer B 15 % * Customer C 14 % 21 % F- 14 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Long-lived tangible assets by geographical area Long-lived tangible assets by geographic area were as follows: December 31, December 31, 2024 2023 United States $ 1,026 $ 1,535 Europe 14 35 Total $ 1,040 $ 1,570 ( 5 ) Stock-Based Compensation Stock-based compensation includes expense charges for all stock-based awards to employees and directors.

Major Customers The following customers accounted for 10% or more of revenue: Year Ended December 31, 2025 2024 Customer A 41 % 41 % Customer B 12 % 15 % Customer C * 14 % * Less than 10% F- 12 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Long-lived tangible assets by geographical area Long-lived tangible assets by geographic area were as follows: December 31, December 31, 2025 2024 United States $ 1,102 $ 1,026 Europe 2 14 Total $ 1,104 $ 1,040 ( 5 ) Stock-Based Compensation Stock-based compensation includes expense charges for all stock-based awards to employees and directors.

The following table provides information about contract assets: December 31, December 31, 2024 2023 Contract acquisition costs, current $ 38 $ 113 Contract acquisition costs, long-term — 9 Total $ 38 $ 122 The Company has contract liabilities from contracts with customers that are classified as “deferred revenue” in the Consolidated Balance Sheets.

The following table provides information about contract assets: December 31, December 31, 2025 2024 Contract acquisition costs, current $ 193 $ 38 Contract acquisition costs, long-term 176 — Total $ 369 $ 38 The Company has contract liabilities from contracts with customers that are classified as “deferred revenue” in the Consolidated Balance Sheets.

Major Customers The following customers accounted for 10% or more of trade accounts receivable, net: December 31, December 31, 2024 2023 Company A 47 % 56 % Company B 12 % * Company C * 13 % * Less than 10% F- 18 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) ( 8 ) Property and Equipment Property and equipment are stated at cost.

Major Customers The following customers accounted for 10% or more of trade accounts receivable, net: December 31, December 31, 2025 2024 Company A 47 % 47 % Company B 19 % * * Less than 10% F- 17 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) ( 8 ) Property and Equipment Property and equipment are stated at cost.

Amortization expense on intangible assets was as follows: Year Ended December 31, 2024 2023 Amortization expense $ 6,233 $ 6,097 F- 19 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) For intangible assets recorded at December 31, 2024 , the estimated future aggregate amortization expense for the years ending December 31, 2025 through December 31, 2029 is as follows: Amortization As of December 31, 2024 Expense 2025 $ 6,099 2026 6,068 2027 1,536 2028 1,525 2029 1,495 ( 11 ) Leases The Company accounts for leases in accordance with ASC 842, “ Leases. ” The Company entered into a sublease agreement and lease extension agreement for office space in Beaverton, Oregon in February 2022 to move the Company’s corporate headquarters.

Amortization expense on intangible assets was as follows: Year Ended December 31, 2025 2024 Amortization expense $ 6,385 $ 6,233 For intangible assets recorded at December 31, 2025 , the estimated future aggregate amortization expense for the years ending December 31, 2026 through December 31, 2030 is as follows: Amortization As of December 31, 2025 Expense 2026 $ 6,509 2027 1,690 2028 1,689 2029 1,684 2030 1,682 ( 11 ) Leases The Company accounts for leases in accordance with ASC 842, “ Leases. ” F- 18 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) In February 2022, the Company entered into a sublease agreement and lease extension agreement for office space in Beaverton, Oregon to move the Company’s corporate headquarters.

Revenue and expenses are translated using the average exchange rates during the period. Equity transactions are translated at the historical exchange rates. The Company’s foreign exchange exposure is not material to the Company’s consolidated financial condition.

Assets and liabilities are translated at the exchange rates as of the balance sheet date. Revenue and expenses are translated using the average exchange rates during the period. Equity transactions are translated at the historical exchange rates. The Company’s foreign exchange exposure is not material to the Company’s consolidated financial condition.

F- 17 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) The following table reconciles earnings (loss) per share: Year Ended December 31, 2024 2023 Basic Earnings (Loss) per Share: Net loss — basic $ (39,010 ) $ (45,959 ) Weighted average shares outstanding — basic 21,261 20,322 Basic loss per share $ (1.83 ) $ (2.26 ) Diluted Earnings (Loss) per Share: Net loss — diluted $ (39,010 ) $ (45,959 ) Weighted average shares outstanding — diluted 21,261 20,322 Diluted loss per share $ (1.83 ) $ (2.26 ) The following table indicates the common stock equivalents related to unvested RSUs and PRSUs that were anti-dilutive and excluded from diluted earnings (loss) per share calculations: Year Ended December 31, 2024 2023 Anti-dilutive shares due to net loss 102 134 ( 7 ) Trade Accounts Receivable Trade Accounts Receivable Trade accounts receivables are recorded at the contractual or invoiced amount.

F- 16 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) The following table reconciles earnings (loss) per share: Year Ended December 31, 2025 2024 Basic Earnings (Loss) per Share: Net loss — basic $ (32,309 ) $ (39,010 ) Weighted average shares outstanding — basic 21,663 21,261 Basic loss per share $ (1.49 ) $ (1.83 ) Diluted Earnings (Loss) per Share: Net loss — diluted $ (32,309 ) $ (39,010 ) Weighted average shares outstanding — diluted 21,663 21,261 Diluted loss per share $ (1.49 ) $ (1.83 ) The following table indicates the common stock equivalents related to unvested RSUs and PRSUs and outstanding ESPP purchase rights that were anti-dilutive and excluded from diluted earnings (loss) per share calculations: Year Ended December 31, 2025 2024 Anti-dilutive shares due to net loss — 102 ( 7 ) Trade Accounts Receivable Trade Accounts Receivable Trade accounts receivables are recorded at the contractual or invoiced amount.

Impairment of Long-Lived Assets The Company assesses long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360 “ Property, Plant and Equipment .” F- 9 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of the assets to future net undiscounted cash flows expected to be generated by the assets over their remaining useful life.

Impairment of Long-Lived Assets The Company assesses long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360 “ Property, Plant and Equipment .” Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of the assets to future net undiscounted cash flows expected to be generated by the assets over their remaining useful life.

In May 2023, the 2018 Plan was modified as approved by the Company’s shareholders at the Company’s 2023 Annual Meeting of Shareholders. The amendment added 1,200 shares to the pool of shares authorized for issuance. The 2018 Plan authorizes the issuance of 2,200 shares of common stock.

The amendment added 1,200 additional shares to the pool of shares authorized for issuance. In May 2025, the 2018 Plan was modified as approved by the Company's shareholders at the Company's 2025 Annual Meeting of Shareholders. The amendment added 950 additional shares to the pool of shares authorized for issuance.

The Company’s fair value hierarchy for its cash equivalents and marketable securities as of December 31, 2024 and 2023 , respectively, was as follows: December 31, 2024 Level 1 Level 2 Level 3 Total Money market securities $ 112 $ — $ — $ 112 Commercial paper — 10,633 — 10,633 U.S. treasuries — 9,192 — 9,192 Federal agency notes — 5,317 — 5,317 Total $ 112 $ 25,142 $ — $ 25,254 December 31, 2023 Level 1 Level 2 Level 3 Total Money market securities $ 1,515 $ — $ — $ 1,515 Commercial paper — 14,622 — 14,622 U.S. treasuries — 5,953 — 5,953 Federal agency notes — 998 — 998 Total $ 1,515 $ 21,573 $ — $ 23,088 The fair value maturities of the Company’s cash equivalents and marketable securities as of December 31, 2024 are as follows: Maturities by Period Less than 1 - 5 5 - 10 More than Total 1 year years years 10 years Cash equivalents and marketable securities $ 25,254 $ 25,254 $ — $ — $ — ( 3 ) Revenue Recognition The Company recognizes revenue in accordance with ASC 606 “ Revenue Recognition ” by applying the following steps: Step 1: Identify the contract(s) with a customer.

The Company’s fair value hierarchy for its cash equivalents and marketable securities as of December 31, 2025 and 2024 , respectively, was as follows: December 31, 2025 Level 1 Level 2 Level 3 Total Money market securities $ 1,210 $ — $ — $ 1,210 Commercial paper — 7,093 — 7,093 Federal agency notes — 2,223 — 2,223 Corporate notes — 923 — 923 Total $ 1,210 $ 10,239 $ — $ 11,449 December 31, 2024 Level 1 Level 2 Level 3 Total Money market securities $ 112 $ — $ — $ 112 Commercial paper — 10,633 — 10,633 U.S. treasuries — 9,192 — 9,192 Federal agency notes — 5,317 — 5,317 Total $ 112 $ 25,142 $ — $ 25,254 The fair value maturities of the Company’s cash equivalents and marketable securities as of December 31, 2025 are as follows: Maturities by Period Less than 1 - 5 5 - 10 More than Total 1 year years years 10 years Cash equivalents and marketable securities $ 11,449 $ 11,449 $ — $ — $ — ( 3 ) Revenue Recognition The Company recognizes revenue in accordance with ASC 606 “ Revenue from Contracts with Customers ” by applying the following steps: Step 1: Identify the contract(s) with a customer.

These awards include restricted stock awards, restricted stock units, and performance restricted stock units. Stock-based compensation expense related to internal labor is capitalized to software and patent costs based on direct labor hours charged to capitalized software and patent costs.

These awards include restricted stock awards, restricted stock units, performance restricted stock units, and shares offered for purchase under the Company's ESPP. Stock-based compensation expense related to internal labor is capitalized to software and patent costs based on direct labor hours charged to capitalized software and patent costs.

The following table provides information about disaggregated revenue by major target market in the Company’s single reporting segment: Year Ended December 31, 2024 2023 Commercial: Subscription $ 21,218 $ 17,773 Service 1,308 1,042 Total Commercial $ 22,526 $ 18,815 Government: Subscription $ 1,200 $ 1,200 Service 14,692 14,836 Total Government 15,892 16,036 Total $ 38,418 $ 34,851 The Company has contract assets from contracts with customers that are classified as “trade accounts receivable” in the Consolidated Balance Sheets.

The following table provides information about disaggregated revenue by major target market in the Company’s single reporting segment: Year Ended December 31, 2025 2024 Commercial: Subscription $ 18,644 $ 21,218 Service 1,122 1,308 Total Commercial $ 19,766 $ 22,526 Government: Subscription $ 1,200 $ 1,200 Service 12,947 14,692 Total Government $ 14,147 $ 15,892 Total $ 33,913 $ 38,418 The Company has contract assets from contracts with customers that are classified as “trade accounts receivable” in the Consolidated Balance Sheets.

Revenue by geographic area, based upon the “bill-to” location, was as follows: Year Ended December 31, 2024 2023 Domestic $ 10,195 $ 11,380 International (1) 28,223 23,471 Total $ 38,418 $ 34,851 ( 1 ) Revenue from the Central Banks is classified as international revenue. Reporting revenue by country for this customer is not practicable.

Revenue by geographic area, based upon the “bill-to” location, was as follows: Year Ended December 31, 2025 2024 Domestic $ 8,784 $ 10,195 International (1) 25,129 28,223 Total $ 33,913 $ 38,418 ( 1 ) Revenue from the Central Banks is classified as international revenue. Reporting revenue by country for this customer is not practicable.

The following table provides information about contract liabilities: December 31, December 31, 2024 2023 Deferred revenue, current $ 4,020 $ 5,853 Deferred revenue, long-term 2 7 Total $ 4,022 $ 5,860 The Company recognized $5,725 of revenue during the year ended December 31, 2024 that was included in the contract liability balance as of December 31, 2023 .

The following table provides information about contract liabilities: December 31, December 31, 2025 2024 Deferred revenue, current $ 3,993 $ 4,020 Deferred revenue, long-term 17 2 Total $ 4,010 $ 4,022 The Company recognized $4,011 of revenue during the year ended December 31, 2025 that was included in the contract liability balance as of December 31, 2024 .

The aggregate amount of the transaction prices from contractual obligations that are unsatisfied or partially unsatisfied was $25,215 and $31,798, as of December 31, 2024 and 2023 , respectively. As of December 31, 2024 , the Company expects $20,171 of the $25,215 to be recognized as revenue during 2025 .

The aggregate amount of the transaction prices from contractual obligations that are unsatisfied or partially unsatisfied was $27,989 and $25,215, as of December 31, 2025 and 2024 , respectively. As of December 31, 2025 , the Company expects $23,163 of the $27,989 to be recognized as revenue during the year ending December 31, 2026.

December 31, December 31, 2024 2023 Trade accounts receivable, current $ 6,563 $ 5,947 Trade accounts receivable, long-term 80 9 Allowance for doubtful accounts (151 ) (134 ) Trade accounts receivable, net $ 6,492 $ 5,822 Unpaid deferred revenue included in trade accounts receivable $ 2,590 $ 2,073 Allowance for Doubtful Accounts The Company ’ s accounts receivables are subject to concentrations of credit risk.

December 31, December 31, 2025 2024 Trade accounts receivable, current $ 7,271 $ 6,563 Trade accounts receivable, long-term 90 80 Allowance for doubtful accounts (758 ) (151 ) Trade accounts receivable, net $ 6,603 $ 6,492 Unpaid deferred revenue included in trade accounts receivable $ 2,597 $ 2,590 Allowance for Doubtful Accounts The Company ’ s accounts receivables are subject to concentrations of credit risk.

McCormack 10.32 Counterfeit Deterrence System Development and License Agreement, dated as of December 6, 2012, between Digimarc Corporation and the Bank for International Settlements + 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer 97 Digimarc Corporation Incentive Compensation Recovery Policy 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Label Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. † Schedules and certain exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the commission on July 29, 2025 (File No. 001-34108)) 32 19.1 Insider Trading Policy 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer 97 Digimarc Corporation Incentive Compensation Recovery Policy 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Label Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. † Schedules and certain exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

December 31, December 31, 2024 2023 Office furniture and fixtures $ 63 $ 1,435 Software 5,476 5,497 Equipment 2,566 2,472 Leasehold improvements 203 1,861 Gross property and equipment 8,308 11,265 Less accumulated depreciation (7,268 ) (9,695 ) Property and equipment, net $ 1,040 $ 1,570 ( 9 ) Goodwill Balance at December 31, 2022 $ 8,229 Currency translation adjustments 412 Balance at December 31, 2023 $ 8,641 Currency translation adjustments (109 ) Balance at December 31, 2024 $ 8,532 ( 10 ) Intangibles Amortization of intangible assets acquired is calculated using the straight-line method over the estimated useful lives of the assets.

December 31, December 31, 2025 2024 Software $ 6,061 $ 5,476 Equipment 2,621 2,566 Leasehold improvements 227 203 Office furniture and fixtures 63 63 Gross property and equipment 8,972 8,308 Accumulated depreciation (7,868 ) (7,268 ) Property and equipment, net $ 1,104 $ 1,040 ( 9 ) Goodwill Balance at December 31, 2023 $ 8,641 Currency translation adjustments (109 ) Balance at December 31, 2024 $ 8,532 Currency translation adjustments 524 Balance at December 31, 2025 $ 9,056 ( 10 ) Intangibles Amortization of intangible assets acquired is calculated using the straight-line method over the estimated useful lives of the assets.

Additional details of the Company’s operating leases are presented in the following table: Year Ended December 31, 2024 2023 Operating lease expense $ 1,482 $ 1,556 Cash paid for operating leases $ 1,663 $ 1,151 F- 20 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) The table below reconciles the aggregate cash payment obligations for the next five years and total of the remaining years for the operating lease liability recorded in the Consolidated Balance Sheet as of December 31, 2024 : Cash Payment As of December 31, 2024 Obligations 2025 $ 1,317 2026 1,356 2027 1,397 2028 1,296 2029 1,389 Thereafter 1,066 Total lease payments 7,821 Imputed interest (1,827 ) Total minimum lease payments $ 5,994 ( 12 ) Shareholders ’ Equity Preferred Stock In June 2008, the Board of Directors authorized 2,500 shares of preferred stock, par value $0.001 per share.

Additional details of the Company’s operating leases are presented in the following table: Year Ended December 31, 2025 2024 Operating lease expense $ 1,441 $ 1,482 Cash paid for operating leases $ 1,800 $ 1,663 The table below reconciles the aggregate cash payment obligations for the next five years and total of the remaining years for the operating lease liabilities recorded in the Consolidated Balance Sheet as of December 31, 2025 : Cash Payment As of December 31, 2025 Obligations 2026 $ 1,356 2027 1,397 2028 1,296 2029 1,389 2030 1,066 Thereafter — Total lease payments 6,504 Imputed interest (1,291 ) Total minimum lease payments $ 5,213 ( 12 ) Shareholders ’ Equity Preferred Stock In June 2008, the Board of Directors authorized 2,500 shares of preferred stock, par value $0.001 per share.

Estimated Life December 31, December 31, (years) 2024 2023 Capitalized patent costs ~17 $ 9,174 $ 9,231 Intangible assets acquired: Purchased intellectual property 10 250 250 Developed technology 5 22,504 22,836 Customer relationships 10 10,754 10,913 Gross intangible assets 42,682 43,230 Accumulated amortization (20,491 ) (14,772 ) Intangibles, net $ 22,191 $ 28,458 The amortization of capitalized patent costs, purchased intellectual property, and developed technology is recorded in “cost of revenue” and the amortization of customer relationships is recorded in “operating expenses” in the Consolidated Statements of Operations.

Estimated Life December 31, December 31, (years) 2025 2024 Capitalized patent costs ~17 $ 8,795 $ 9,174 Intangible assets acquired: Developed technology 5 24,095 22,504 Customer relationships 10 11,514 10,754 Purchased intellectual property 10 250 250 Gross intangible assets 44,654 42,682 Accumulated amortization (27,609 ) (20,491 ) Intangibles, net $ 17,045 $ 22,191 The amortization of capitalized patent costs, developed technology, and purchased intellectual property is recorded in “cost of revenue” and the amortization of customer relationships is recorded in “operating expenses” in the Consolidated Statements of Operations.

Under the asset and liability method, deferred income taxes reflect the future tax consequences of differences between the tax basis of assets and liabilities and their financial reporting amounts.

Income Taxes The Company accounts for income taxes in accordance with ASC 740 “ Income Taxes ” utilizing the asset and liability method. Under the asset and liability method, deferred income taxes reflect the future tax consequences of differences between the tax basis of assets and liabilities and their financial reporting amounts.

Financial statements of each foreign subsidiaries are translated from their respective functional currencies to U.S. dollar, with translation adjustments recorded in other comprehensive income (loss) on the Consolidated Statement Operation and Comprehensive Loss, and foreign currency translation adjustments on the Consolidated Statement of Shareholders’ Equity. Assets and liabilities are translated at the exchange rates as of the balance sheet date.

Financial statements of each foreign subsidiary are translated from their respective functional currencies to U.S. dollar, with translation adjustments recorded in "other comprehensive income (loss)" on the Consolidated Statements of Operations and Comprehensive Loss, and foreign currency translation adjustments on the Consolidated Statements of Shareholders’ Equity.

The Company expects to recognize the total unrecognized compensation costs as of December 31, 2024 for all non-vested stock-based awards over weighted average periods through December 31, 2028 as follows: RSAs RSUs PRSUs Weighted average period (in years) 1.01 1.33 1.32 As of December 31, 2024 , under the Company’s stock incentive plan, an additional 1,274 shares r emained available for future grants.

The Company expects to recognize the total unrecognized compensation costs as of December 31, 2025 for all non-vested stock-based awards over weighted average periods through December 31, 2029 as follows: RSAs RSUs PRSUs ESPP Weighted average period (in years) 0.87 1.38 1.14 0.95 As of December 31, 2025 , under the Company’s stock incentive plan, an additional 2,282 shares r emained available for future grants, and under the Company's ESPP, an additional 189 shares remained available for future offering periods.

See Notes to Consolidated Financial Statements F-5 Table of Contents DIGIMARC CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (In thousands) Accumulated Additional Other Total Preferred Stock Common Stock Paid-in Accumulated Comprehensive Shareholders' Shares Amount Shares Amount Capital Deficit Loss Equity Year Ended December 31, 2024 Balance at December 31, 2023 10 $ 50 20,379 $ 20 $ 376,189 $ (311,768 ) $ (2,564 ) $ 61,927 Issuance of common stock — — 929 1 32,217 — — 32,218 Issuance of restricted common stock — — 45 — — — — — Vesting of restricted stock units — — 197 — — — — — Vesting of performance restricted stock units — — 60 — — — — — Forfeiture of restricted common stock — — (7 ) — — — — — Purchase of common stock — — (108 ) — (3,416 ) — — (3,416 ) Stock-based compensation — — — — 10,059 — — 10,059 Unrealized gain (loss) on marketable securities — — — — — — (13 ) (13 ) Foreign currency translation adjustments — — — — — — (406 ) (406 ) Net loss — — — — — (39,010 ) — (39,010 ) Balance at December 31, 2024 10 $ 50 21,495 $ 21 $ 415,049 $ (350,778 ) $ (2,983 ) $ 61,359 Year Ended December 31, 2023 Balance at December 31, 2022 10 $ 50 20,260 $ 20 $ 367,692 $ (265,809 ) $ (4,363 ) $ 97,590 Issuance of common stock — — 10 — — — — — Issuance of restricted common stock — — 45 — — — — — Vesting of restricted stock units — — 161 — — — — — Vesting of performance restricted stock units — — 2 — — — — — Forfeiture of restricted common stock — — (6 ) — — — — — Purchase of common stock — — (93 ) — (2,724 ) — — (2,724 ) Stock-based compensation — — — — 11,221 — — 11,221 Unrealized gain (loss) on marketable securities — — — — — — 138 138 Foreign currency translation adjustments — — — — — — 1,661 1,661 Net loss — — — — — (45,959 ) — (45,959 ) Balance at December 31, 2023 10 $ 50 20,379 $ 20 $ 376,189 $ (311,768 ) $ (2,564 ) $ 61,927 See Notes to Consolidated Financial Statements F-6 Table of Contents DIGIMARC CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ (39,010 ) $ (45,959 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and write-off of property and equipment 728 1,121 Amortization of acquired intangible assets 5,689 5,524 Amortization and write-off of other intangible assets 820 966 Amortization of lease right of use assets under operating leases 358 517 Stock-based compensation 10,029 11,158 Impairment of lease right of use assets and leasehold improvements — 250 Increase (decrease) in allowance for doubtful accounts 17 20 Changes in operating assets and liabilities: Trade accounts receivable (687 ) (335 ) Other current assets (128 ) 2,200 Other assets (156 ) 299 Accounts payable and other accrued liabilities (1,608 ) 660 Deferred revenue (1,838 ) 1,627 Lease liability and other long-term liabilities (786 ) (43 ) Net cash provided by (used in) operating activities (26,572 ) (21,995 ) Cash flows from investing activities: Purchase of property and equipment (212 ) (314 ) Capitalized patent costs (431 ) (426 ) Proceeds from maturities of marketable securities 22,555 27,664 Purchases of marketable securities (33,194 ) (14,363 ) Net cash provided by (used in) investing activities (11,282 ) 12,561 Cash flows from financing activities: Issuance of common stock, net of issuance costs 32,218 — Purchase of common stock (3,416 ) (2,724 ) Repayment of loans (37 ) (36 ) Net cash provided by (used in) financing activities 28,765 (2,760 ) Effect of exchange rate on cash (2 ) 52 Net increase (decrease) in cash and cash equivalents (9,091 ) (12,142 ) Cash and cash equivalents at beginning of period 21,456 33,598 Cash and cash equivalents at end of period $ 12,365 $ 21,456 Supplemental disclosure of cash flow information: Cash received (paid) for income taxes, net $ (63 ) $ (233 ) Supplemental schedule of non-cash activities: Property and equipment and patent costs in accounts payable $ 19 $ 6 Stock-based compensation capitalized to software and patent costs $ 30 $ 63 Right of use assets obtained in exchange for lease obligations $ — $ 31 See Notes to Consolidated Financial Statements F-7 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) ( 1 ) Description of Business and Summary of Significant Accounting Policies Description of Business Digimarc, an Oregon corporation, is a pioneer and global leader in digital watermarking technologies.

See Notes to Consolidated Financial Statements F-4 Table of Contents DIGIMARC CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (In thousands) Accumulated Additional Other Total Preferred Stock Common Stock Paid-in Accumulated Comprehensive Shareholders’ Shares Amount Shares Amount Capital Deficit Loss Equity Year Ended December 31, 2025 Balance at December 31, 2024 10 $ 50 21,495 $ 21 $ 415,049 $ (350,778 ) $ (2,983 ) $ 61,359 Issuance of common stock — — 61 — 415 — — 415 Issuance of restricted common stock — — 69 — — — — — Vesting of restricted stock units — — 409 — — — — — Vesting of performance restricted stock units — — 49 — — — — — Purchase of common stock — — (182 ) 1 (2,880 ) — — (2,879 ) Stock-based compensation — — — — 12,081 — — 12,081 Unrealized gain (loss) on marketable securities — — — — — — 17 17 Foreign currency translation adjustments — — — — — — 1,545 1,545 Net loss — — — — — (32,309 ) — (32,309 ) Balance at December 31, 2025 10 $ 50 21,901 $ 22 $ 424,665 $ (383,087 ) $ (1,421 ) $ 40,229 Year Ended December 31, 2024 Balance at December 31, 2023 10 $ 50 20,379 $ 20 $ 376,189 $ (311,768 ) $ (2,564 ) $ 61,927 Issuance of common stock — — 929 1 32,217 — — 32,218 Issuance of restricted common stock — — 45 — — — — — Vesting of restricted stock units — — 197 — — — — — Vesting of performance restricted stock units — — 60 — — — — — Forfeiture of restricted common stock — — (7 ) — — — — — Purchase of common stock — — (108 ) — (3,416 ) — — (3,416 ) Stock-based compensation — — — — 10,059 — — 10,059 Unrealized gain (loss) on marketable securities — — — — — — (13 ) (13 ) Foreign currency translation adjustments — — — — — — (406 ) (406 ) Net loss — — — — — (39,010 ) — (39,010 ) Balance at December 31, 2024 10 $ 50 21,495 $ 21 $ 415,049 $ (350,778 ) $ (2,983 ) $ 61,359 See Notes to Consolidated Financial Statements F-5 Table of Contents DIGIMARC CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ (32,309 ) $ (39,010 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and write-off of property and equipment 597 728 Amortization of acquired intangible assets 5,868 5,689 Amortization and write-off of other intangible assets 1,404 820 Amortization of lease right of use assets under operating leases 421 358 Stock-based compensation 11,966 10,029 Increase (decrease) in allowance for doubtful accounts 567 17 Changes in operating assets and liabilities: Trade accounts receivable (718 ) (687 ) Other current assets 1,951 (128 ) Other assets (257 ) (156 ) Accounts payable and other accrued liabilities (434 ) (1,608 ) Deferred revenue 28 (1,838 ) Lease liability and other long-term liabilities (863 ) (786 ) Net cash provided by (used in) operating activities (11,779 ) (26,572 ) Cash flows from investing activities: Purchase of property and equipment (570 ) (212 ) Capitalized patent costs (654 ) (431 ) Proceeds from maturities of marketable securities 20,197 22,555 Purchases of marketable securities (6,878 ) (33,194 ) Net cash provided by (used in) investing activities 12,095 (11,282 ) Cash flows from financing activities: Issuance of common stock, net of issuance costs — 32,218 Purchase of common stock (2,879 ) (3,416 ) Repayment of loans (32 ) (37 ) Net cash provided by (used in) financing activities (2,911 ) 28,765 Effect of exchange rate on cash 50 (2 ) Net increase (decrease) in cash and cash equivalents (2,545 ) (9,091 ) Cash and cash equivalents at beginning of period 12,365 21,456 Cash and cash equivalents at end of period $ 9,820 $ 12,365 Supplemental disclosure of cash flow information: Cash received (paid) for income taxes, net $ (45 ) $ (63 ) Supplemental schedule of non-cash investing activities: Property and equipment and patent costs in accounts payable $ 25 $ 19 Stock-based compensation capitalized to software and patent costs $ 115 $ 30 Supplemental schedule of non-cash financing activities: Issuance of shares pursuant to Employee Stock Purchase Plan $ 415 $ — See Notes to Consolidated Financial Statements F-6 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) ( 1 ) Description of Business and Summary of Significant Accounting Policies Description of Business Digimarc, an Oregon corporation, is building the trust layer for the modern world.

Employees may contribute up to 75% of their pay to the Plan, subject to the limitations of the Internal Revenue Service Code.

Employees may contribute up to 75% of their pay to the Plan, subject to the annual limitations of the IRC.

Step 2: Identify the performance obligation(s) in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligation(s) in the contract. Step 5: Recognize when (or as) the entity satisfies the performance obligation(s). The Company derives its revenue primarily from software subscriptions and software development services.

In November 2024, the FASB issued ASU No. 2024 - 03 “ Income Statement (Subtopic 220 - 40 ) - Reporting Comprehensive Income - Expense Disaggregation Disclosures ”. The ASU requires disaggregated disclosure of income statement expenses, primarily on disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

The ASU requires disaggregated disclosure of income statement expenses, primarily on disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

Actual results may differ from these estimates under different assumptions or conditions. F- 8 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Cash Equivalents The Company considers all highly liquid marketable securities with original maturities of 90 days or less at the date of acquisition to be cash equivalents.

Actual results may differ from these estimates under different assumptions or conditions. Cash Equivalents The Company considers all highly liquid marketable securities with original maturities of 90 days or less at the date of acquisition to be cash equivalents.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be included in the Proxy Statement, which we intend to file with the SEC no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and is incorporated herein by reference. 29 Table of Contents ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following documents are filed as part of this Annual Report on Form 10-K: (i) Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2024 and 2023 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 (ii) Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedules All schedules have been omitted since they are not required or are not applicable or the required information is shown in the consolidated financial statements or related notes.

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following documents are filed as part of this Annual Report on Form 10-K: (i) Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 (ii) Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedules All schedules have been omitted since they are not required or are not applicable or the required information is shown in the consolidated financial statements or related notes.

Concentrations of Business and Credit Risk A significant portion of the Company’s business depends on a limited number of large contracts. The loss of any large contract may result in loss of revenue and margin on a prospective basis.

F- 7 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Concentrations of Business and Credit Risk A significant portion of the Company’s business depends on a limited number of large contracts. The loss of any large contract may result in loss of revenue and margin on a prospective basis.

The Series A Preferred is redeemable based on the stated fair value of $5.00 per share. The Series A Preferred has no dividend rights and no rights to the undistributed earnings of the Company. Common Stock In June 2008, the Board of Directors authorized 50,000 shares of common stock, par value $0.001 per share.

The Series A Preferred is redeemable based on the stated fair value of $5.00 per share. The Series A Preferred has no dividend rights and no rights to the undistributed earnings of the Company.

F-2 Table of Contents Revenue recognition for new contracts As discussed in Note 3 to the consolidated financial statements, the Company recorded $38,418 thousand of total revenue for the year ended December 31, 2024, of which $22,418 thousand was subscription revenue and $16,000 thousand was service revenue.

Revenue recognition for new contracts As discussed in Note 3 to the consolidated financial statements, the Company recorded $33,913 thousand of total revenue for the year ended December 31, 2025, of which $19,844 thousand was subscription revenue and $14,069 thousand was service revenue.

Portland, Oregon February 27, 2025 F-3 Table of Contents DIGIMARC CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) December 31, December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 12,365 $ 21,456 Marketable securities 16,365 5,726 Trade accounts receivable, net 6,412 5,813 Other current assets 4,189 4,085 Total current assets 39,331 37,080 Property and equipment, net 1,040 1,570 Intangibles, net 22,191 28,458 Goodwill 8,532 8,641 Lease right of use assets 3,659 4,017 Other assets 1,013 786 Total assets $ 75,766 $ 80,552 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and other accrued liabilities $ 5,118 $ 6,672 Deferred revenue 4,020 5,853 Total current liabilities 9,138 12,525 Long-term lease liabilities 5,213 5,994 Other long-term liabilities 56 106 Total liabilities 14,407 18,625 Commitments and contingencies (Note 16) Shareholders’ equity: Preferred stock (par value $ 0.001 per share, 2,500 authorized, 10 shares issued and outstanding at December 31, 2024 and December 31, 2023) 50 50 Common stock (par value $ 0.001 per share, 50,000 authorized, 21,495 and 20,379 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively) 21 20 Additional paid-in capital 415,049 376,189 Accumulated deficit (350,778 ) (311,768 ) Accumulated other comprehensive loss (2,983 ) (2,564 ) Total shareholders’ equity 61,359 61,927 Total liabilities and shareholders’ equity $ 75,766 $ 80,552 See Notes to Consolidated Financial Statements F-4 Table of Contents DIGIMARC CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share data) Year Ended December 31, 2024 2023 Revenue: Subscription $ 22,418 $ 18,973 Service 16,000 15,878 Total revenue 38,418 34,851 Cost of revenue: Subscription (1) 2,959 2,975 Service (1) 6,628 7,252 Amortization expense on acquired intangible assets 4,592 4,459 Total cost of revenue 14,179 14,686 Gross profit 24,239 20,165 Operating expenses: Sales and marketing 21,167 22,409 Research, development and engineering 26,209 26,577 General and administrative 17,073 18,071 Amortization expense on acquired intangible assets 1,097 1,065 Impairment of lease right of use assets and leasehold improvements — 250 Total operating expenses 65,546 68,372 Operating loss (41,307 ) (48,207 ) Other income, net 2,341 2,452 Loss before income taxes (38,966 ) (45,755 ) Provision for income taxes (44 ) (204 ) Net loss $ (39,010 ) $ (45,959 ) Loss per share: Loss per share — basic $ (1.83 ) $ (2.26 ) Loss per share — diluted $ (1.83 ) $ (2.26 ) Weighted average shares outstanding — basic 21,261 20,322 Weighted average shares outstanding — diluted 21,261 20,322 Comprehensive loss: Unrealized gain (loss) on marketable securities, net of tax of $0 $ (13 ) $ 138 Foreign currency translation adjustment, net of tax of $0 (406 ) 1,661 Other comprehensive income (loss) $ (419 ) $ 1,799 Net loss (39,010 ) (45,959 ) Comprehensive loss $ (39,429 ) $ (44,160 ) (1) Cost of revenue for Subscription and Service excludes amortization expense on acquired intangible assets.

Portland, Oregon March 11, 2026 F-2 Table of Contents DIGIMARC CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 9,820 $ 12,365 Marketable securities 3,046 16,365 Trade accounts receivable, net 6,513 6,412 Other current assets 1,961 4,189 Total current assets 21,340 39,331 Property and equipment, net 1,104 1,040 Intangibles, net 17,045 22,191 Goodwill 9,056 8,532 Lease right of use assets 3,238 3,659 Other assets 1,175 1,013 Total assets $ 52,958 $ 75,766 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable and other accrued liabilities $ 4,359 $ 5,118 Deferred revenue 3,993 4,020 Total current liabilities 8,352 9,138 Long-term lease liabilities 4,314 5,213 Other long-term liabilities 63 56 Total liabilities 12,729 14,407 Commitments and contingencies (Note 17) Shareholders’ equity: Preferred stock (par value $ 0.001 per share, 2,500 authorized, 10 shares issued and outstanding at December 31, 2025 and December 31, 2024) 50 50 Common stock (par value $ 0.001 per share, 50,000 authorized, 21,901 and 21,495 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively) 22 21 Additional paid-in capital 424,665 415,049 Accumulated deficit (383,087 ) (350,778 ) Accumulated other comprehensive loss (1,421 ) (2,983 ) Total shareholders’ equity 40,229 61,359 Total liabilities and shareholders’ equity $ 52,958 $ 75,766 See Notes to Consolidated Financial Statements F-3 Table of Contents DIGIMARC CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share data) Year Ended December 31, 2025 2024 Revenue: Subscription $ 19,844 $ 22,418 Service 14,069 16,000 Total revenue 33,913 38,418 Cost of revenue: Subscription (1) 2,633 2,959 Service (1) 5,648 6,628 Amortization expense on acquired intangible assets 4,736 4,592 Total cost of revenue 13,017 14,179 Gross profit 20,896 24,239 Operating expenses: Sales and marketing 13,939 21,167 Research, development and engineering 20,482 26,209 General and administrative 18,505 17,073 Amortization expense on acquired intangible assets 1,132 1,097 Total operating expenses 54,058 65,546 Operating loss (33,162 ) (41,307 ) Other income, net 884 2,341 Loss before income taxes (32,278 ) (38,966 ) Provision for income taxes (31 ) (44 ) Net loss $ (32,309 ) $ (39,010 ) Loss per share: Loss per share — basic $ (1.49 ) $ (1.83 ) Loss per share — diluted $ (1.49 ) $ (1.83 ) Weighted average shares outstanding — basic 21,663 21,261 Weighted average shares outstanding — diluted 21,663 21,261 Comprehensive loss: Unrealized gain (loss) on marketable securities, net of tax of $ 0 $ 17 $ (13 ) Foreign currency translation adjustment, net of tax of $ 0 1,545 (406 ) Other comprehensive income (loss) $ 1,562 $ (419 ) Net loss (32,309 ) (39,010 ) Comprehensive loss $ (30,747 ) $ (39,429 ) (1) Cost of revenue for Subscription and Service excludes amortization expense on acquired intangible assets.

The Company made matching contributions in the aggregate amount as follows: Year Ended December 31, 2024 2023 Matching contributions $ 1,234 $ 1,217 ( 14 ) Other Income The following table provides information about other income, net: Year Ended December 31, 2024 2023 Interest income $ 1,818 $ 1,680 Refundable tax credit 550 684 Foreign currency gains (losses) (27 ) 96 Other income (loss) — (8 ) Total other income, net $ 2,341 $ 2,452 ( 15 ) Income Taxes The provision for income taxes reflects current taxes and deferred taxes.

F- 20 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) The Company made matching contributions in the aggregate amount as follows: Year Ended December 31, 2025 2024 Matching contributions $ 457 $ 1,234 ( 14 ) Other Income The following table provides information about other income, net: Year Ended December 31, 2025 2024 Interest income $ 681 $ 1,818 Refundable tax credit 182 550 Foreign currency gains (losses) 21 (27 ) Total other income, net $ 884 $ 2,341 ( 15 ) Income Taxes The provision for income taxes reflects current taxes and deferred taxes.

A summary reconciliation of the Company’s uncertain tax positions is as follows: Year Ended December 31, 2024 2023 Beginning balance $ 1,063 $ 1,046 Addition for current year tax positions 85 94 Addition for prior year tax positions — — Reduction for prior year positions (11 ) (77 ) Reduction for prior year positions resolved during the current year — — Ending balance $ 1,137 $ 1,063 As of December 31, 2024 , the total unrecognized tax benefits, if recognized, would not materially affect the Company’s effective tax rate.

F- 22 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) A summary reconciliation of the Company’s uncertain tax positions is as follows: Year Ended December 31, 2025 2024 Beginning balance $ 1,137 $ 1,063 Addition for current year tax positions 66 85 Addition (reduction) for prior year positions 30 (11 ) Ending balance $ 1,233 $ 1,137 As of December 31, 2025 , the total unrecognized tax benefits, if recognized, would not materially affect the Company’s effective tax rate.

Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 “ Compensation — Stock Compensation ,” which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including restricted stock awards, restricted stock units and performance stock units based on estimated fair values.

Revenue Recognition See Note 3 for detailed disclosures of the Company’s revenue recognition policy. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 “ Compensation — Stock Compensation ,” which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors.

Monte Carlo Valuation Inputs: Year Ended December 31, 2024 2023 Stock price $ 36.64 $ 22.37 Expected volatility 66.3 % 74.7 % Risk-free interest rate 4.3 % 4.3 % F- 15 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Stock-based Compensation Year Ended December 31, 2024 2023 Stock-based compensation: Cost of revenue $ 706 $ 1,126 Sales and marketing 2,788 2,640 Research, development and engineering 2,522 2,962 General and administrative 4,013 4,430 Stock-based compensation expense 10,029 11,158 Capitalized to software and patent costs 30 63 Total stock-based compensation $ 10,059 $ 11,221 The following table sets forth total unrecognized compensation costs related to non-vested stock-based awards granted under the Company’s stock incentive plans: December 31, December 31, 2024 2023 Total unrecognized compensation costs $ 16,226 $ 15,370 Total unrecognized compensation costs will be adjusted for any future forfeitures if and when they occur.

Black-Scholes Valuation Inputs: Year Ended December 31, 2025 Stock price $8.00 - $12.52 Risk-free interest rate 3.5% - 4.3% Expected volatility 69.5% - 105.8% Expected term 0.5 - 1.5 Stock-based Compensation Year Ended December 31, 2025 2024 Stock-based compensation: Cost of revenue $ 1,112 $ 706 Sales and marketing 2,295 2,788 Research, development and engineering 3,953 2,522 General and administrative 4,606 4,013 Stock-based compensation expense 11,966 10,029 Capitalized to software and patent costs 115 30 Total stock-based compensation $ 12,081 $ 10,059 The following table sets forth total unrecognized compensation costs related to non-vested stock-based awards granted under the Company’s stock incentive plans: December 31, December 31, 2025 2024 Total unrecognized compensation costs $ 13,110 $ 16,226 Total unrecognized compensation costs will be adjusted for any future forfeitures if and when they occur.

The tax effects of significant items comprising the Company’s deferred tax assets and deferred tax liabilities are as follows: December 31, December 31, 2024 2023 Deferred tax assets: Federal and state net operating losses $ 79,856 $ 77,201 Federal and state research and experimentation credits 13,610 12,406 Research and experimental costs 12,806 9,458 Stock based compensation 1,822 1,474 ASC 842 - lease liabilities 1,303 1,468 Accrued compensation 324 610 Fixed asset differences 191 185 Intangible asset differences 4 — Other 264 59 Total gross deferred tax assets 110,180 102,861 Less valuation allowance (104,361 ) (95,256 ) Net deferred tax assets $ 5,819 $ 7,605 Deferred tax liabilities: Patent expenditures $ (888 ) $ (1,096 ) ASC 842 - right of use assets (795 ) (897 ) Fixed asset differences (4 ) (9 ) Intangible asset differences (4,132 ) (5,603 ) Total gross deferred tax liabilities $ (5,819 ) $ (7,605 ) Total net deferred tax assets and liabilities $ — $ — F- 23 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) The Company had a valuation allowance of $104,361 and $95,256 on deferred tax assets as of December 31, 2024 and 2023 , respectively, an increase of $9,105 during the year ended December 31, 2024 .

The tax effects of significant items comprising the Company’s deferred tax assets and deferred tax liabilities are as follows: December 31, December 31, 2025 2024 Deferred tax assets: Federal and state net operating losses $ 88,985 $ 79,856 Federal and state research and experimentation credits 14,626 13,610 Research and experimental costs 9,464 12,806 Stock based compensation 2,289 1,822 ASC 842 - lease liabilities 1,125 1,303 Accrued compensation 270 324 Fixed asset differences 220 191 Intangible asset differences 3 4 Other 182 264 Total gross deferred tax assets 117,164 110,180 Less valuation allowance (112,746 ) (104,361 ) Net deferred tax assets $ 4,418 $ 5,819 Deferred tax liabilities: Patent expenditures $ (808 ) $ (888 ) ASC 842 - right of use assets (699 ) (795 ) Fixed asset differences (1 ) (4 ) Intangible asset differences (2,910 ) (4,132 ) Total gross deferred tax liabilities $ (4,418 ) $ (5,819 ) Total net deferred tax assets and liabilities $ — $ — The Company had a valuation allowance of $112,746 and $104,361 on deferred tax assets as of December 31, 2025 and 2024 , respectively, an increase of $8,385 during the year ended December 31, 2025 .

Restricted Stock Awards Activity The following table presents the unvested balance of RSA activity: Weighted Average Number of Grant Date Shares Fair Value Unvested balance, December 31, 2022 196 $ 32.06 Granted 45 $ 22.10 Vested (130 ) $ 30.18 Forfeited (6 ) $ 34.89 Unvested balance, December 31, 2023 105 $ 29.89 Granted 45 $ 28.37 Vested (84 ) $ 29.20 Forfeited (7 ) $ 27.57 Unvested balance, December 31, 2024 59 $ 29.98 The fair value of RSAs vested is as follows: Year Ended December 31, 2024 2023 Fair value of RSAs vested $ 2,234 $ 3,273 F- 16 Table of Contents DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Restricted Stock Units Activity The following table presents the unvested balance of RSU awards activity: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2022 370 $ 24.77 Granted 298 $ 23.20 Vested (161 ) $ 24.46 Forfeited (65 ) $ 25.17 Unvested balance, December 31, 2023 442 $ 23.77 Granted 228 $ 35.29 Vested (197 ) $ 26.86 Forfeited (67 ) $ 26.58 Unvested balance, December 31, 2024 406 $ 28.27 The fair value of RSU awards vested is as follows: Year Ended December 31, 2024 2023 Fair value of RSU awards vested $ 5,747 $ 4,893 Performance Restricted Stock Units Activity The following table presents the unvested balance of PRSU awards activity: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2021 — $ — Granted 73 $ 31.93 Vested — $ — Forfeited (6 ) $ 32.02 Unvested balance, December 31, 2022 67 $ 31.92 Change in units based on performance expectations (6 ) $ 32.02 Granted 134 $ 27.75 Vested (2 ) $ 32.02 Forfeited (1 ) $ 32.02 Unvested balance, December 31, 2023 192 $ 29.01 Change in units based on performance expectations 30 $ 22.37 Granted 73 $ 36.77 Vested (60 ) $ 22.37 Forfeited (20 ) $ 34.17 Unvested balance, December 31, 2024 215 $ 32.08 The fair value of PRSU awards vested is as follows: Year Ended December 31, 2024 2023 Fair value of PRSU awards vested $ 2,370 $ 54 ( 6 ) Earnings Per Share The Company calculates basic and diluted earnings per share in accordance with ASC 260 “ Earnings Per Share ,” using the treasury stock method.

F- 14 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Restricted Stock Awards Activity The following table presents the unvested balance of RSA activity: Weighted Average Number of Grant Date Shares Fair Value Unvested balance, December 31, 2023 105 $ 29.89 Granted 45 $ 28.37 Vested (84 ) $ 29.20 Forfeited (7 ) $ 27.57 Unvested balance, December 31, 2024 59 $ 29.98 Granted 69 $ 12.69 Vested (43 ) $ 30.50 Forfeited — $ — Unvested balance at December 31, 2025 85 $ 15.77 The fair value of RSAs vested is as follows: Year Ended December 31, 2025 2024 Fair value of RSAs vested $ 724 $ 2,234 Restricted Stock Units Activity The following table presents the unvested balance of RSU awards activity: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2023 442 $ 23.77 Granted 228 $ 35.29 Vested (197 ) $ 26.86 Forfeited (67 ) $ 26.58 Unvested balance, December 31, 2024 406 $ 28.27 Granted 792 $ 12.30 Vested (409 ) $ 16.80 Forfeited (205 ) $ 26.32 Unvested balance, December 31, 2025 584 $ 15.32 The fair value of RSU awards vested is as follows: Year Ended December 31, 2025 2024 Fair value of RSU awards vested $ 5,237 $ 5,747 F- 15 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Performance Restricted Stock Units Activity The following table presents the unvested balance of PRSU awards activity: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2022 67 $ 31.92 Change in units based on performance expectations (6 ) $ 32.02 Granted 134 $ 27.75 Vested (2 ) $ 32.02 Forfeited (1 ) $ 32.02 Unvested balance, December 31, 2023 192 $ 29.01 Change in units based on performance expectations 30 $ 22.37 Granted 73 $ 36.77 Vested (60 ) $ 22.37 Forfeited (20 ) $ 34.17 Unvested balance, December 31, 2024 215 $ 32.08 Change in units based on performance expectations (5 ) $ 24.71 Granted 429 $ 15.06 Vested (49 ) $ 44.17 Forfeited (57 ) $ 25.47 Unvested balance, December 31, 2025 533 $ 20.70 The fair value of PRSU awards vested is as follows: Year Ended December 31, 2025 2024 Fair value of PRSU awards vested $ 1,707 $ 2,370 Employee Stock Purchase Plan Activity On February 25, 2025, the Board of Directors approved the adoption of the Digimarc Corporation ESPP allowing eligible employees to voluntarily purchase shares of the Company's common stock at 85% of the lower of the market price at the start of the offering period or on the purchase date of each six -month purchase period within an eighteen -month offering window.

Year Ended December 31, 2024 2023 Revenue: Subscription $ 22,418 $ 18,973 Service 16,000 15,878 Total revenue 38,418 34,851 Cost of revenue: Subscription (1) 2,959 2,975 Service (1) 6,628 7,252 Amortization expense on acquired intangible assets 4,592 4,459 Total cost of revenue 14,179 14,686 Operating expenses Cash compensation 38,997 40,471 Stock-based compensation 9,323 10,032 Professional services and consultants 7,757 7,303 Software and hardware 3,538 3,581 Depreciation and amortization 2,104 2,582 Impairment of lease right of use assets and leasehold improvements — 250 Other segment items (2) 3,827 4,153 Total operating expenses 65,546 68,372 Operating loss (41,307 ) (48,207 ) Other income, net 2,341 2,452 Provision for income taxes (44 ) (204 ) Net loss $ (39,010 ) $ (45,959 ) ( 1 ) Cost of revenue for Subscription and Service excludes amortization expense on acquired intangible assets.

Year Ended December 31, 2025 2024 Revenue: Subscription $ 19,844 $ 22,418 Service 14,069 16,000 Total revenue 33,913 38,418 Cost of revenue: Subscription (1) 2,633 2,959 Service (1) 5,648 6,628 Amortization expense on acquired intangible assets 4,736 4,592 Total cost of revenue 13,017 14,179 Operating expenses: Cash compensation 26,445 38,997 Stock-based compensation 10,854 9,323 Professional services and consultants 8,110 7,757 Software and hardware 2,679 3,538 Depreciation and amortization 2,260 2,104 Other segment items (2) 3,710 3,827 Total operating expenses 54,058 65,546 Operating loss (33,162 ) (41,307 ) Other income, net 884 2,341 Provision for income taxes (31 ) (44 ) Net loss $ (32,309 ) $ (39,010 ) ( 1 ) Cost of revenue for Subscription and Service excludes amortization expense on acquired intangible assets.

Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. Revenue Recognition See Note 3 for detailed disclosures of the Company’s revenue recognition policy.

F- 8 DIGIMARC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (In thousands, except per share data) Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent.

All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The most significant estimates and judgments made by the Company relate to its revenue accounting policy.

The estimated fair value of stock-based awards is recognized over the vesting period of the award using the straight-line method.

These awards include restricted stock awards, restricted stock units, performance restricted stock units, and shares offered for purchase under the Company's Employee Stock Purchase Plan ("ESPP"). The measurement of these awards is based on estimated fair values. The estimated fair value of stock-based awards is recognized over the vesting period of the award using the straight-line method.

Revenue for services is generally recognized as the services are performed. Billing for services rendered generally occurs within one month after the services are provided.

Revenue for services is generally recognized as the services are performed. Billing for services rendered generally occurs within one month after the services are provided. Customer arrangements may contain multiple deliverables such as software platform subscriptions, software product subscriptions, and professional services. Subscriptions and services offered are usually distinct performance obligations.

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Top changes in Digimarc CORP's 2025 10-K

Item 1A. Risk Factors

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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