[Form 4] Origin Materials, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Craig A. Rogerson, a director of Origin Materials, Inc. (ORGN), received 31,334 shares of Common Stock on 09/30/2025 as restricted stock units (RSUs) elected in lieu of cash compensation. The RSUs were calculated using the closing share price on 09/30/2025 of $0.5186 per share. Each RSU represents the contingent right to one share and the RSUs are fully vested on the grant date. The Reporting Person beneficially owned 527,382 shares of Common Stock following the reported transaction.

The Reporting Person elected, via a Deferral Election Form, to defer the actual receipt of the shares to a future date. The Form 4 was signed by an attorney-in-fact on 10/01/2025.

Positive

• Director received equity compensation that increases alignment with shareholders by raising beneficial ownership to 527,382 shares.
• RSUs are fully vested upon grant, giving the reporting person immediate economic exposure despite deferred receipt.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation converted to fully vested RSUs, increasing reported beneficial ownership to 527,382 shares; transaction appears non-dilutive and compensatory.

The filing documents a non-derivative acquisition of 31,334 shares via RSUs granted in lieu of quarterly cash fees, priced at $0.5186 per share on the grant date. Because the RSUs are fully vested on grant, the economic exposure transfers immediately in form though receipt is deferred. This is a typical director compensation mechanism and raises the director's reported ownership, which may modestly align incentives without indicating new financing or material change to capital structure.

Corporate Governance Expert

TL;DR: Compensation disclosure shows standard governance practice—equity-based pay for non-employee director with a deferral election.

The Form 4 discloses that the director elected RSUs in lieu of cash under the company's Non-Employee Director Compensation Policy. The RSUs vest immediately, but a deferral election delays share delivery, which is consistent with deferral provisions used for tax or retention purposes. The disclosure is clear and includes the post-transaction beneficial ownership figure, supporting transparency in insider holdings.

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
Estimated average burden
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).

1. Name and Address of Reporting Person^*

ROGERSON CRAIG A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		31,334(1)	A	$0.5186	527,382	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. These shares represent the shares of Common Stock underlying restricted stock units ("RSUs") that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Amended and Restated Non-Employee Director Compensation Policy, as amended, for the quarter ended September 30, 2025. The number of RSUs received in lieu of cash was calculated based on the closing price per share of Common Stock on September 30, 2025. Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The RSUs are fully vested upon the date of grant. Pursuant to a Deferral Election Form, the Reporting Person elected to defer the receipt of such shares to a future date.

	/s/ Joshua C. Lee, Attorney-in-Fact	10/01/2025
	** 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 did ORGN director Craig A. Rogerson report on Form 4?

The director reported acquiring 31,334 RSUs on 09/30/2025, elected in lieu of cash compensation; post-transaction beneficial ownership was 527,382 shares.

At what price were the RSUs for ORGN calculated?

The number of RSUs was calculated using the closing price per share on 09/30/2025 of $0.5186.

Are the RSUs vested or subject to vesting conditions?

The filing states the RSUs are fully vested upon the date of grant.

Did the reporting person receive the shares immediately?

No; under a Deferral Election Form, the reporting person elected to defer receipt of the shares to a future date.

When was the Form 4 signed and filed?

The Form 4 shows the signature by an attorney-in-fact on 10/01/2025.