Origin Materials (ORGN) counsel discloses sell-to-cover stock transactions

Rhea-AI Filing Summary

Origin Materials, Inc. officer Joshua C. Lee, the company’s General Counsel, reported sales of company common stock mainly to cover tax obligations from restricted stock units vesting. On 12/24/2025, he sold 29,000 shares at a weighted-average price of $0.2279, leaving him with 641,884 shares. On 12/29/2025, he sold another 35,000 shares at a weighted-average price of $0.1975, after which he beneficially owned 606,884 shares. The filing notes these “sell to cover” transactions were made to satisfy tax withholding and are described as not discretionary trades.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lee Joshua C.

(Last) (First) (Middle)

C/O ORIGIN MATERIALS, INC.

930 RIVERSIDE PARKWAY, SUITE 10

(Street)

WEST SACRAMENTO CA 95605

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Origin Materials, Inc. [ ORGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/24/2025		S(1)		29,000	D	$0.2279(2)	641,884	D
Common Stock	12/29/2025		S(1)		35,000	D	$0.1975(3)	606,884	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the Reporting Person.

2. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $0.2276 to $0.2307. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Price reported is a weighted-average sales price. The shares were sold at prices ranging from $0.1974 to $0.1975. The reporting person will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

	/s/ Joshua C. Lee	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ORGN report for Joshua C. Lee?

Joshua C. Lee, General Counsel of Origin Materials, Inc. (ORGN), reported selling common stock in two transactions on 12/24/2025 and 12/29/2025.

How many Origin Materials (ORGN) shares did Joshua C. Lee sell and at what prices?

He sold 29,000 shares at a weighted-average price of $0.2279 on 12/24/2025 and 35,000 shares at a weighted-average price of $0.1975 on 12/29/2025.

How many ORGN shares does Joshua C. Lee own after these transactions?

After the 12/24/2025 sale he beneficially owned 641,884 shares, and after the 12/29/2025 sale he beneficially owned 606,884 shares of Origin Materials common stock.

Why did the Origin Materials General Counsel sell ORGN shares?

The filing states the sales were made to cover tax withholding obligations related to the vesting and settlement of restricted stock units under a “sell to cover” arrangement.

Were Joshua C. Lee’s ORGN stock sales discretionary trades?

The explanation notes the sales were to satisfy tax withholding through a “sell to cover” transaction and do not represent discretionary transactions by the reporting person.

What price ranges applied to the ORGN share sales reported by Joshua C. Lee?

For the 12/24/2025 sale, shares were sold between $0.2276 and $0.2307. For the 12/29/2025 sale, shares were sold between $0.1974 and $0.1975.