数字标识 2025年度报告

(Mark One)☒Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year endedDecember 31, 2025OR☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromtoCommission File Number 001-34108 DIGIMARC CORPORATION Name of Each Exchange on WhichRegistered The NASDAQ Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☒Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying Acceleratedfiler☐Smallerreportingcompany☒ with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of common stock, par value $0.001 per share, held by non-affiliates of the registrant, based on the closing priceof our common stock on the Nasdaq Global Market on the last business day of the registrant’s most recently completed fiscal second quarter (June30, 2025), was approximately$249million. Shares of common stock beneficially held by each officer and director have been excluded from thiscomputation because these persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for any other purposes. As of March 6, 2026, 22,093,287 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement/prospectus (the “Proxy Statement”) for its 2026annual meeting of shareholders are incorporatedby reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. The registrant intends to file the Proxy Statement notlater than 120 days after the end of the fiscal year covered by this Annual Report on Form10-K. Auditor Firm ID: 185 Auditor Location: Portland, Oregon Auditor Name: KPMG LLP Table of Contents Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities15Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary Data29Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure29Item 9A.Controls and Procedures29Item 9B.Other Information29Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections29 Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relati