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Origin Materials Inc SEC Filings

ORGN NASDAQ

Welcome to our dedicated page for Origin Materials SEC filings (Ticker: ORGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Origin Materials, Inc. (ORGN) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Origin Materials is a Nasdaq-listed technology company focused on PET caps and closures, specialty materials, and a patented biomass conversion platform for sustainable materials.

Through its current reports on Form 8-K, Origin Materials discloses material events such as financing transactions, equipment notes, strategic agreements, earnings announcements, and listing-related notices. Recent 8-K filings describe a senior secured convertible note financing with an institutional purchaser, a secured promissory note used to finance PET sheet production equipment, and a Nasdaq notice regarding the minimum bid price requirement and additional time granted to regain compliance.

These filings also document key legal and capital structure developments, including security agreements granting first-priority security interests in personal property assets, guaranty agreements related to subsidiary obligations, and information about settlements of shareholder and derivative lawsuits. Earnings-related 8-Ks incorporate press releases that summarize quarterly results, non-GAAP measures such as Adjusted EBITDA, and updates on CapFormer deployment and revenue guidance.

On Stock Titan, Origin Materials’ SEC filings are updated in near real time from EDGAR and are accompanied by AI-powered summaries designed to highlight the most important points in lengthy documents. Users can quickly understand the implications of new 8-Ks, registration statements, and other filings without reading every page. The filings page also serves as a starting point for tracking items such as direct financial obligations, security interests, and listing compliance disclosures that are central to evaluating ORGN’s risk profile and capital structure.

Rhea-AI Summary

Origin Materials, Inc. held a virtual special stockholder meeting where a quorum of 83,091,670 common shares was present, representing 54.32% of the 152,963,100 shares outstanding as of December 22, 2025. Stockholders approved an amendment to the certificate of incorporation allowing a reverse stock split at a ratio between one-for-two and one-for-fifty, at the board’s discretion, with 75,051,440 votes for and 7,814,974 against. They also approved issuing more than 20% of the company’s outstanding common stock upon conversion of senior secured convertible notes issued under a November 13, 2025 securities purchase agreement, as amended, with 36,175,031 votes for and 5,686,390 against.

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Origin Materials is undertaking a major organizational realignment to cut costs and focus on commercializing its PET caps. The company plans to reduce annual operating expenses from approximately $40 million to a projected $29 million, including an estimated $11.0 million annual reduction tied to headcount cuts and narrowed development efforts.

The realignment includes ceasing further investment in its furanics platform, deferring non‑beverage PET closure format development to 2027, and limiting 2026 CapFormer line build‑out to six already procured lines. Origin expects to reduce its global workforce by about 32% and incur roughly $0.9 million in restructuring charges, mainly severance and benefits, largely in the first quarter of 2026. With these non‑dilutive measures and existing convertible and equipment debt facilities, the company reaffirms its target of reaching run‑rate Adjusted EBITDA breakeven in 2027 while continuing PET cap acceptance testing with multiple major beverage brands.

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Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri report a 9.99% beneficial stake in Origin Materials, Inc. common stock. They report beneficial ownership of 16,992,123 shares issuable upon conversion of certain convertible notes, subject to a 9.99% beneficial ownership blocker.

The percentage is based on 152,963,100 Origin Materials shares outstanding as of December 22, 2025, plus the 16,992,123 shares underlying the notes. Each reporting person has sole voting and dispositive power over these shares and certifies the position is held in the ordinary course of business, not to influence control.

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Origin Materials, Inc. insider trading report: On January 16, 2026, CFO and COO Matthew T. Plavan reported selling 12,000 shares of Origin Materials common stock at a weighted-average price of $0.1994 per share. According to the disclosure, these shares were sold solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units under a pre-arranged “sell to cover” transaction, and are described as non-discretionary sales by the reporting person. Following this transaction, Plavan beneficially owns 1,308,231 shares of Origin Materials common stock directly.

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Origin Materials insider plans to sell 12,000 shares of common stock. The planned sale is to be executed through Merrill in San Francisco, with an aggregate market value of $2,273.46, and the shares are listed on NASDAQ. The filing notes that Origin Materials had 151,149,855 shares outstanding, providing context for the size of the planned transaction.

The securities to be sold are common stock acquired on 01/01/2026 via an RSU transaction from Origin Materials Inc., in an amount of 604,702 shares, with payment described as cash on the same date. Over the prior three months, the same seller, Matt Plavan, sold 40,000 Origin Materials securities on 12/26/2025 for gross proceeds of $7,965.15. The signer represents that they are not aware of undisclosed material adverse information about the issuer.

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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.

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Origin Materials’ general counsel reported a small stock sale related to taxes. On 12/16/2025, the officer sold 18,200 shares of Origin Materials, Inc. common stock at a weighted-average price of $0.3611 per share.

The filing explains these shares were sold only to cover tax withholding obligations from the vesting and settlement of restricted stock units through a “sell to cover” transaction, and were not discretionary trades. After this transaction, the reporting person directly beneficially owned 670,884 shares of Origin Materials common stock.

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Origin Materials, Inc. (ORGN) insider John Bissell reported a charitable stock transfer. On 11/18/2025, Bissell, who serves as CEO and Director, made a Form 4 filing for a gift transaction coded “G.” The filing shows he disposed of 200,000 shares of Origin Materials common stock at a reported price of $0 as a gift.

After this transaction, Bissell beneficially owns 2,042,973 shares of Origin Materials common stock in direct ownership. The footnote explains that the transfer was a gift to a university to fulfill long-term giving commitments.

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Origin Materials, Inc. is offering up to $100,000,000 in original principal amount of senior secured convertible notes, together with shares of common stock issuable upon conversion or repayment of the notes. The notes carry a 10% original issue discount, no cash interest unless there is an event of default, and mature 30 months after the month‑end of each closing. They are initially convertible at $0.62616 per share, with monthly amortization starting December 1, 2025 that can be paid in cash or stock, subject to a floor conversion price of $0.10152 and volume‑based formulas. An initial $16.7 million tranche will be issued, with up to $83.3 million more available in additional closings if trading, market cap, cash and shareholder‑approval conditions are met. Net proceeds, estimated at about $89.5 million if all notes are sold, are earmarked for working capital, capital equipment and general corporate purposes. The notes are senior secured by substantially all personal property assets, include strict cash‑minimum covenants, and can be redeemed at a 110% premium upon events of default or change of control. Shares from conversions could be highly dilutive and, together with existing warrants and options, may pressure the ORGN share price, which is already at risk of Nasdaq delisting due to failure to meet the $1.00 minimum bid price.

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Origin Materials, Inc. entered into a securities purchase agreement with an institutional investor for up to $100.0 million in senior secured convertible notes with a 10% original issue discount. The notes are zero-coupon (except on default), mature 30 months after the relevant closing month-end, and are initially convertible into common stock at $0.62616 per share, subject to customary anti-dilution adjustments.

The company expects an initial closing issuing $16.7 million in principal amount of notes for $15.0 million in proceeds and may issue up to an additional $83.3 million in tranches, subject to conditions and stockholder approval for issuances above 19.99% of current shares. Monthly amortization starts December 1, 2025, payable in cash or stock at a formula price with a floor of $0.10152. The notes are secured by a first-priority lien on substantially all personal property, include financial and governance-related default triggers, and can be accelerated at 110% of amounts due with 12% default interest.

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FAQ

How many Origin Materials (ORGN) SEC filings are available on StockTitan?

StockTitan tracks 27 SEC filings for Origin Materials (ORGN), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Origin Materials (ORGN)?

The most recent SEC filing for Origin Materials (ORGN) was filed on February 18, 2026.