Material Agreement (Form 8-K)

Digimarc Corporation (the "Company") is pursuing the formation of a holding company structure. The Company's Board of Directors (the "Board") has determined to recommend a holding company structure to the Company's shareholders for vote at the 2026 Annual Shareholders Meeting. As part of this recommendation, the Board adopted an Agreement and Plan of Reorganization (the "Agreement and Plan of Reorganization"), including an Agreement and Plan of Merger (the "Agreement and Plan of Merger" and, together with the Agreement and Plan of Reorganization, the "Reorganization Agreement"), among the Company, Deschutes Parent, Inc. ("Holdings"), a wholly owned subsidiary of the Company, and Deschutes Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Holdings. Holdings and Merger Sub were formed to effect the holding company reorganization and have no operations. The Company entered into the Reorganization Agreement on March 12, 2026.

The Reorganization Agreement provides that, upon satisfaction of the conditions in the Reorganization Agreement, Merger Sub will be merged into the Company (the "Merger"), with the Company surviving the Merger, and each outstanding share of Company common stock will be converted into one share of Holdings common stock, so that the holders of Company common stock would become holders of Holdings common stock and the Company would become a wholly owned subsidiary of Holdings. The Merger would be followed immediately by a conversion of the Company into an Oregon limited liability company (all such transactions collectively, the "Reorganization").

Effectiveness of the Reorganization is subject to the satisfaction or (to the extent permitted by law) waiver by the Company of the following conditions: receipt by the Company of any consents, approvals or authorizations that the Company deems necessary or appropriate; adoption and approval of the Reorganization Agreement by the board of directors and the sole shareholder of each of Holdings and Merger Sub; approval of the Reorganization and adoption of the Reorganization Agreement by Company shareholders; and the listing of Holdings common stock on The Nasdaq Stock Market LLC ("Nasdaq") being treated as a substitution listing event in connection with the Reorganization or, in the alternative, approval for listing by Nasdaq of Holdings common stock to be issued in the Reorganization. It is expected that, subject to the satisfaction of such conditions, the effective time of the Reorganization will occur promptly after receipt of approval by Company shareholders.

The description of the Agreement and Plan of Reorganization and the Agreement and Plan of Merger set forth above is not complete and is qualified in its entirety by reference to Agreement and Plan of Reorganization and the Agreement and Plan of Merger, respectively, filed herewith as Exhibits 2.1 and 2.2, respectively, which are incorporated by reference herein.