[8-K] Origin Materials, Inc. Reports Material Event

Rhea-AI Filing Summary

Origin Materials, Inc. disclosed that it executed a Guaranty dated September 22, 2025 that became effective on October 7, 2025 in favor of Starlinger. The Guaranty commits the company to guarantee Closures' performance and payment under a related promissory note, including accrued interest and certain costs Starlinger may incur to protect its security interest or to cover damages and obligations arising from a default. The filing states the descriptions are qualified in full by the Note and Guaranty, which are filed as exhibits.

Positive

• Guaranty executed to secure the Note, which can facilitate counterparties' willingness to transact
• Exhibits filed (Note and Guaranty) are incorporated by reference, increasing disclosure transparency

Negative

• Contingent liability created by guaranteeing Closures' payment and covenants under the Note
• Potential expense exposure for interest, damages, and costs if Starlinger enforces security or Closures defaults

Insights

Credit Risk Analyst

Guaranty creates a contingent liability that could affect credit exposure.

The Guaranty obligates the company to pay amounts due under the Note if Closures defaults, including interest and costs to protect Starlinger's security interest. This creates a contingent claim on the company's resources tied to another party's credit performance.

Key dependency is Closures' ability to meet the Note; the company faces higher credit exposure during any insolvency or default proceeding. Monitor material future disclosures for the Note principal, any draws or defaults, and whether the company records a related liability or changes covenants within Q4 2025.

Corporate Finance Counsel

The filing documents a contractual credit support step; legal terms determine scope.

The Guaranty specifically covers payment, accrued interest, and Starlinger's costs tied to protecting its security interest or enforcing remedies during bankruptcy or similar proceedings. The precise triggers and limits depend on the Note and the Guaranty text, which are incorporated as exhibits.

Investors should review the filed Exhibit 10.1 and 10.2 for maturity, principal amount, guarantee scope, and indemnity clauses to quantify exposure and any potential impact on covenants or financial statements in the near term.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2025

______________________

Origin Materials, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware			001-39378			87-1388928
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

930 Riverside Parkway, Suite 10 West Sacramento, CA			95605
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: +1 (916) 231-9329

N/A

(Former Name or Former Address, if Changed Since Last Report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ORGN

The Nasdaq Capital Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

ORGNW

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Secured Promissory Note

On September 22, 2025, Origin Closures, LLC (“Closures”), a wholly-owned subsidiary of Origin Materials, Inc. (the “Company,” “we,” or “us”) executed a Secured Promissory Note (the “Note”) in favor of Starlinger & Co Gesellschaft m.b.H. (“Starlinger”) in the principal amount of €9,476,157.60 (approximately $11,182,813.58 based on the exchange rate in effect September 22, 2025) to finance the purchase of certain equipment used to produce polyethylene terephthalate (PET) sheet. The Note is effective as of October 7, 2025, the date that Starlinger executed and delivered the Note to the Company. Interest under the Note accrues at a rate of 10.56% per annum and the Note is to be repaid in semi-annual installments of principal and interest on the last day of April and October, respectively, beginning in April 2026 and continuing until fully repaid in October 2029. The Note is secured by a security interest in the equipment being financed. The Note may be prepaid in whole or in part at any time without penalty. The Note provides for customary events of default, subject to certain rights to cure, including failure to make any payment when due, and the bankruptcy or insolvency of Closures, or appointment of any receiver, trustee, liquidator, conservator, or like officer to take custody, possession, or control of any property of Closures. Upon the occurrence of an event of default, Starlinger may (i) accelerate all amounts due under the Note, (ii) hold as security against payment of amounts due under the Note any property delivered to Starlinger's custody, possession, or control by Closures or the Company, or (iii) seize or foreclose on the financed equipment that is subject to Starlinger's security interest.

The foregoing description of the Note is not complete and is subject to and qualified in its entirety by reference to the Note, which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated by reference herein.

Guaranty Agreement

In connection with the Note, the Company executed a Guaranty Agreement in favor of Starlinger dated September 22, 2025 (the “Guaranty”). The Guaranty is effective as of October 7, 2025, the date that Starlinger executed and delivered to the Company the Note subject to the Guaranty. Pursuant to the Guaranty, the Company guarantees Closures' performance of its covenants under the Note as well as payment of the Note, including any accrued interest, and of amounts incurred or accrued by Starlinger in connection with the Note, including, among other things, (i) to protect Starlinger's security interest, (ii) as damages, costs, and obligations resulting from default of Closures' payment obligations, or (iii) during the pendency of any bankruptcy, insolvency, receivership, or other similar proceedings.

The foregoing description of the Guaranty is not complete and is subject to and qualified in its entirety by reference to the Guaranty, which is filed as Exhibit 10.2 hereto, and the terms of which are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Secured Promissory Note, by and between the Company and Starlinger & Co Gesellschaft m.b.H., dated September 22, 2025
10.2						Guaranty Agreement, by and between the Company and Starlinger & Co Gesellschaft m.b.H., dated September 22, 2025
104						Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ORIGIN MATERIALS, INC.
Dated: October 8, 2025
			By:			/s/ Matt Plavan
						Matt Plavan
						Chief Financial Officer and Chief Operating Officer

FAQ

What did Origin Materials (ORGN) disclose in the Form 8-K?

Origin Materials disclosed it executed a Guaranty effective October 7, 2025 guaranteeing Closures' obligations under a Note issued to Starlinger.

Who benefits from the Guaranty mentioned by ORGN?

The Guaranty is in favor of Starlinger, meaning Starlinger gains contractual assurance that Origins will cover Closures' payment and covenant obligations if necessary.

What kinds of payments does the Guaranty cover?

The Guaranty covers Closures' payment of the Note, including accrued interest, and amounts Starlinger incurs to protect its security interest or as damages, costs, and obligations from default or insolvency proceedings.

Does the filing quantify the Note or guarantee amount?

No. The summary states the Note and Guaranty are filed as exhibits but does not disclose the principal amount or monetary limits in the narrative.

What should investors review to understand the company's exposure?

Investors should read Exhibit 10.1 (the Note) and Exhibit 10.2 (the Guaranty) to see the principal, maturity, limits, and specific guarantee terms.