Digimarc Corporation Holding Company Reorganization

Digimarc Corporation announced its intention to reorganize into a holding company structure. The Board of Directors has recommended this structure to shareholders, and an Agreement and Plan of Reorganization has been adopted. This involves the formation of Deschutes Parent, Inc. as a holding company, with Digimarc Corporation becoming a subsidiary. A merger will occur where Merger Sub merges into Digimarc, with Digimarc surviving as a subsidiary of Holdings. Each outstanding share of Digimarc common stock will be converted into one share of Holdings common stock. The reorganization is subject to shareholder approval, regulatory consents, and Nasdaq listing approval. The effective time is expected to be shortly after shareholder approval. Exhibits detail the Agreement and Plan of Reorganization and the Agreement and Plan of Merger, outlining the terms of the transaction, including the conversion of shares and the continuation of stock plans. The articles of incorporation for Deschutes Parent, Inc. are also provided, detailing its authorized shares, including common stock and preferred stock series with specific dividend and voting rights.