Origin Materials (ORGN) holders back reverse split and large convertible note share issuance

Rhea-AI Filing 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.

Positive

• None.

Negative

• Approval for significant potential dilution: Stockholders authorized issuing more than 20% of outstanding common shares upon conversion of senior secured convertible notes, creating scope for substantial future dilution.
• Wide reverse split range authorized: The board can now implement a reverse stock split at ratios up to one-for-fifty, signaling pressure around share price and share structure.

Insights

Capital structure analyst

Shareholders approved a broad reverse split authority and potentially large convertible note share issuance.

Stockholders authorized Origin Materials, Inc. to implement a reverse stock split at any ratio from one-for-two up to one-for-fifty, at the board’s discretion. Such authority can be used to manage share price levels or exchange requirements but often reflects capital market pressures.

They also approved issuing more than 20% of outstanding common shares upon conversion of senior secured convertible notes issued to an institutional purchaser. This paves the way for substantial potential dilution tied to those notes, though the actual impact will depend on future conversion activity and market conditions.

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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): February 17, 2026

______________________

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 5.07. Submission of Matters to a Vote of Security Holders.

On February 17, 2026 Origin Materials, Inc. (the “Company”) virtually held its 2026 special meeting of stockholders (the “Special Meeting”). Present at the beginning of the Special Meeting via remote communication or by proxy were the holders of 83,091,670 shares of common stock of the Company, representing 54.32% of the 152,963,100 shares of common stock outstanding as of the close of business on December 22, 2025, the record date for the Special Meeting, and constituting a quorum for the transaction of business.

At the Special Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 6, 2026 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each matter.

1.To approve the amendment of our amended and restated certificate of incorporation to effect a reverse split of our common stock at a ratio in the range of one-for-two to one-for-fifty, such ratio to be determined in the discretion of our board of directors. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes						Total
75,051,440						7,814,974						225,256						0						83,091,670

2. To approve the issuance of more than 20% of our issued and outstanding shares of our common stock upon the conversion of the senior secured convertible notes (the “Notes”) we issued to an institutional purchaser pursuant to a securities purchase agreement, dated November 13, 2025, as amended on December 22, 2025. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes						Total
36,175,031						5,686,390						1,623,867						39,606,382						83,091,670

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: February 18, 2026
			By:			/s/ Joshua Lee
						Joshua Lee
						General Counsel

FAQ

What did Origin Materials (ORGN) shareholders approve at the 2026 special meeting?

Shareholders approved a broad reverse stock split authority and a large potential share issuance on convertible note conversion. These decisions give the board flexibility to adjust the share count and enable issuing more than 20% of outstanding shares tied to senior secured convertible notes.

What reverse stock split range did ORGN shareholders authorize?

Shareholders authorized a reverse stock split between one-for-two and one-for-fifty, at the board’s discretion. This allows the board to consolidate shares to influence the trading price per share without changing overall company value, subject to when and if they implement a split.

How many Origin Materials shares were represented at the special meeting?

A total of 83,091,670 ORGN common shares were represented, forming a quorum. This represented 54.32% of the 152,963,100 shares outstanding as of December 22, 2025, the record date, allowing binding votes on the submitted proposals.

What did ORGN approve regarding senior secured convertible notes?

Shareholders approved issuing more than 20% of outstanding common shares upon conversion of senior secured convertible notes. These notes were issued to an institutional purchaser under a November 13, 2025 securities purchase agreement, as amended on December 22, 2025.

What were the vote results on Origin Materials’ reverse split proposal?

The reverse split amendment received 75,051,440 votes for, 7,814,974 against, and 225,256 abstentions. This strong approval allows Origin Materials’ board to choose any reverse split ratio from one-for-two up to one-for-fifty if it decides to proceed.

How did ORGN shareholders vote on the convertible note share issuance?

For the convertible note-related share issuance, 36,175,031 votes were for, 5,686,390 against, and 1,623,867 abstained, with 39,606,382 broker non-votes. Approval permits issuing more than 20% of existing shares if the senior secured convertible notes are converted.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB