Digimarc CORP 8-K

What Happened
Digimarc Corporation announced on March 12, 2026 that its Board adopted an Agreement and Plan of Reorganization (including an Agreement and Plan of Merger) to convert the company into a holding company structure. The Company formed two subsidiaries—Deschutes Parent, Inc. (“Holdings”) and Deschutes Merger Sub, Inc. (“Merger Sub”)—and entered into the Reorganization Agreement on March 12, 2026. Under the plan, Merger Sub will merge into Digimarc (with Digimarc surviving), each outstanding share of Digimarc common stock will be converted into one share of Holdings common stock, Digimarc will become a wholly owned subsidiary of Holdings, and Digimarc will then convert into an Oregon limited liability company. The Board intends to recommend the reorganization for approval at the 2026 Annual Shareholders Meeting.

Key Details

• Reorganization agreements executed: Agreement and Plan of Reorganization and Agreement and Plan of Merger, dated March 12, 2026 (filed as Exhibits 2.1 and 2.2).
• New entities: Deschutes Parent, Inc. (Holdings) and Deschutes Merger Sub, Inc. (Merger Sub) were formed solely to effect the reorganization and have no operations.
• Exchange ratio: Each outstanding share of Digimarc common stock will convert into one share of Holdings common stock upon the Merger.
• Conditions to effectiveness: required consents/approvals, adoption by the boards/sole shareholder of Holdings and Merger Sub, approval by Digimarc shareholders, and Nasdaq treating the listing of Holdings common stock as a substitution listing event or approving the listing of Holdings shares.

Why It Matters
This is a corporate-structure transaction that will change how investors hold securities in the company: existing Digimarc common stock would be replaced by shares of the newly formed parent, Holdings, and Digimarc would become a subsidiary and later an Oregon LLC. The reorganization is subject to shareholder approval and Nasdaq listing treatment/approval, so it is not immediate and depends on satisfying several conditions. Investors should note the filing and shareholder vote as key upcoming events; the company’s disclosures caution that the plan is forward‑looking and contingent on the listed conditions.