数字标识美股招股说明书(2026-06-08版)

Common Stock Having an Aggregate Offering Price of Up to $17,500,000 On June8, 2026, we entered into a sales agreement (the “Sales Agreement”) with Needham& Company, LLC (“Needham& Company” or the“Sales Agent”) relating to the issuance and sale of shares of common stock of Digimarc Corporation offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of the Sales Agreement, we may from time to time offer and sell shares of common stockhaving an aggregate offering price of up to $17,500,000 through Needham& Company. Our common stock is listed on the Nasdaq Global Select Market under the symbol “DMRC.” The last reported sale price of our common stock onthe Nasdaq Global Select Market on June5, 2026 was $13.63 per share. Sales of the shares of common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiatedtransactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”). Needham& Company is not required to sell any specific number or dollar amount of shares of common stock, but will act as the SalesAgent and may make sales directly on the Nasdaq Global Select Market or sales to or through a market maker other than on an exchange. The SalesAgent will make all sales on a reasonable efforts basis using commercially reasonable efforts consistent with its normal trading and sales practices, onmutually agreed terms between the Sales Agent and us. Needham& Company will receive from us a commission equal to 3.00% of the gross sales price per share of common stock for shares soldthrough our Sales Agent under the Sales Agreement. In connection with the sale of the shares of common stock on our behalf, Needham& Companymay be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Needham& Company may be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certainliabilities. See “Plan of Distribution” beginning on page S-12 for additional information regarding the compensation to be paid to the Sales Agent. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-8 of thisprospectus supplement and on page 3 of the accompanying prospectus, as well as the documents incorporated byreference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. Needham& Company The date of this prospectus supplement is June8, 2026. Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSTHE COMPANYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF DEBT SECURITIES PLAN OF DISTRIBUTION LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated July19, 2023 are part of a registration statement on Form S-3 that we filedwith the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, utilizing a “shelf” registration or continuous offering process.Under this shelf registration process, we may, from time to time, offer and sell in one or more offerings any securities described in the accompanyingprospectus. Under this prospectus supplement, we may from time to time sell shares of our common stock having an aggregate offering price of up to$17,500,000, at prices and on terms to be determined by market conditions at the time of the offering. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to andupdates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying base prospectus, which gives more general information, some of which may notapply to this common stock offering. Generally, when we refer to the “prospectus,” we are referring to both parts combined. If information in theprospectus supplement conflicts with information in the accompanying base prospectus, you should rely on the information in this prospectussupplement. Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into t