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

Rhea-AI Filing Summary

Origin Materials insider sale to cover tax withholding following PSUs settlement. Joshua C. Lee, General Counsel and officer of Origin Materials (ticker detailed as ORGN in the filing), reported a sale of 3,860 shares of Common Stock on 08/21/2025 at a weighted-average price of $0.5641 per share. The sale was performed to satisfy tax withholding obligations related to the settlement and release of performance stock units (PSUs) that vested and were settled on 08/19/2025; those PSUs included 9,375 shares earned when a performance milestone was met in December 2022. After the reported sale, the reporting person beneficially owned 689,084 shares, held directly. The filer states the sale was a "sell to cover" to satisfy tax obligations and not a discretionary trade.

Insights

Financial Analyst

TL;DR: Insider sold a small block to cover taxes after PSU settlement; no clear signal of change in company prospects.

The transaction is a routine "sell to cover" tied to the settlement of performance stock units rather than a discretionary divestiture. The number sold, 3,860 shares, appears minor relative to the reported post-transaction beneficial ownership of 689,084 shares, and the sale price range ($0.5632–$0.5665) resulted in a weighted-average of $0.5641. Because the filing explicitly attributes the sale to tax withholding for PSUs settled on 08/19/2025, this sale is procedural and typically carries limited informational value about future company performance. Impact on share supply and near-term market price is likely immaterial given the modest size.

Corporate Governance Expert

TL;DR: Filing documents compliant, discloses PSU vesting and a tax-driven sell-to-cover; governance disclosure appears complete.

The Form 4 clearly identifies the reporting person, relationship to issuer (General Counsel and officer), transaction date (08/21/2025), and explains the sale as a tax-withholding action following PSU settlement. It discloses the number of shares sold (3,860), weighted-average price ($0.5641), shares underlying PSUs (9,375) and resulting beneficial ownership (689,084). The explanation states the PSUs were granted 11/10/2021, performance milestone met 12/22/2022, and settled 08/19/2025—providing a transparent timeline. From a governance perspective, the disclosure meets Section 16 requirements and clarifies the non-discretionary nature of the sale, reducing potential concerns about insider signaling.

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)
08/21/2025

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	08/21/2025		S(1)		3,860	D	$0.5641(2)	689,084(3)	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 settlement and release of performance 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 $0.5632 to $0.5665. 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. Shares include 9,375 shares earned upon the satisfaction of the performance condition of certain performance stock units granted to the Reporting Person on November 10, 2021, for which the Company's Board of Directors determined that the performance milestone was met on December 22, 2022 and the performance stock units were fully vested, but were not to be released to the Reporting Person until settlement. The performance stock units were settled and released on August 19, 2025.

	/s/ Joshua C. Lee	08/21/2025
	** 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 Joshua C. Lee sell in the Form 4 for Origin Materials (ORGN/ORGNW)?

The filing reports the sale of 3,860 shares of Common Stock on 08/21/2025 at a weighted-average price of $0.5641 per share.

Why were the shares sold according to the Form 4?

The sales were executed to satisfy tax withholding obligations related to the settlement and release of performance stock units, described as a "sell to cover" transaction.

How many shares did the reporting person beneficially own after the transaction?

After the reported sale, the reporting person beneficially owned 689,084 shares (directly held).

When were the related performance stock units granted and settled?

The PSUs were granted on November 10, 2021, the performance milestone was deemed met on December 22, 2022, and the PSUs were settled and released on August 19, 2025.

What price range were the shares sold at in the reported transaction?

The shares were sold at prices ranging from $0.5632 to $0.5665; the filing reports a weighted-average price of $0.5641.