of this Current Report and the certificate of designation (the “Certificate of Designation”) for the Series A Junior Preferred Stock. The Series A Junior Preferred Stock share will be treated as a single class and series for all purposes of the Certificate of Designation, including voting and amendment. The following is a summary description of the powers, preferences and rights of the Series A Junior Preferred Stock and the general effect of the issuance of such stock on the Company’s other…

of this Current Report and is incorporated herein by reference. A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.1. The brief description of the terms and conditions of the Securities Purchase Agreement in this Current Report is qualified in its entirety by the terms of the Stock Purchase Agreement. The Series A Junior Preferred Stock has not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable…

Director — John Bissell, Kathy Fish, John Hickox, Craig Rogerson, Jim Stephanou: The directors are stepping down in connection with the planned dissolution of the company.

Amended and Restated Retention Agreements were signed to retain services for the dissolution and liquidation of the company.

Costs Associated with Exit or Disposal Activities On May 1, 2026, Origin Materials, Inc. (the “Company” or “Origin”) announced that its the Board of Directors (the “Board”) had approved the dissolution and liquidation of the Company pursuant to a plan of complete liquidation and dissolution (the “Plan of Dissolution”), subject to stockholder approval. Origin intends to call a special meeting of the stockholders to seek approval of the Plan of Dissolution and will file proxy materials relating…

Results of Operations and Financial Condition. On March 27, 2026, Origin Materials, Inc. issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subje…

Costs Associated with Exit or Disposal Activities On February 10, 2026, the Board of Directors of Origin Materials, Inc. (the “Company” or “Origin”) approved, and on February 11, 2026, the Company implemented, an organizational realignment to enhance its cash resources and reduce the amount of additional capital required to achieve cash-positive operations, while maintaining the required expertise and personnel to successfully launch its PET caps in 2026. The reorganization will result in an…

Entry into a Material Definitive Agreement. On December 22, 2025, Origin Materials, Inc. (the “Company”) entered into an Amendment to Securities Purchase Agreement and Note (the “Amendment”), amending that certain Securities Purchase Agreement, dated November 13, 2025, by and between the Company and an institutional purchaser, which provides for the issuance in tranches of senior secured convertible notes (the “Notes”). Among other things, the Amendment (i) requires the purchaser to purchase…

Other Events. On November 25, 2025, United States District Court for the Eastern District of California (the “Court”) preliminarily approved the settlement (“Settlement”) of a stockholder derivative action captioned In re Origin Materials, Inc., Stockholder Derivative Litigation, Consolidated Case No. 2:25-cv-00777-WBS-JDP (the “Action”). Pursuant to the Court’s order granting preliminary approval of the Settlement, Origin Materials, Inc. (the “Company”) is required to publish the Notice of P…

Entry into a Material Definitive Agreement. On November 13, 2025, Origin Materials, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional purchaser, providing for the issuance in tranches of senior secured convertible notes (the “Notes”) with a principal face amount of up to $100.0 million and a 10% original issue discount. The Notes bear no interest rate (except upon event of default) and, unless earlier co…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under

Results of Operations and Financial Condition. On November 13, 2025, Origin Materials, Inc. issued a press release announcing its financial results for the year ended September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise s…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under

Entry into a Material Definitive Agreement. Secured Promissory Note On September 22, 2025, Origin Closures, LLC (“Closures”), a wholly-owned subsidiary of Origin Materials, Inc. (the “Company,” “we,” or “us”) executed a Secured Promissory Note (the “Note”) in favor of Starlinger & Co Gesellschaft m.b.H. (“Starlinger”) in the principal amount of €9,476,157.60 (approximately $11,182,813.58 based on the exchange rate in effect September 22, 2025) to finance the purchase of certain equipment used…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on April 7, 2025, the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that, based on the previous 30 consecutive business days, its common stock no longer met the minimum $1.00 bid price required by the continuous listing requirements Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). Therefore, in accordanc…

Results of Operations and Financial Condition. On August 14, 2025, Origin Materials, Inc. issued a press release announcing its financial results for the year ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject…

Results of Operations and Financial Condition. On May 15, 2025, O rigin Materials, Inc. issued a press release announcing its financial results for the year ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject t…

Director — Pia Heidenmark Cook: Ms. Cook decided not to stand for reelection as a director.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 7, 2025, Origin Materials, Inc. ("Origin") received a letter from the Nasdaq Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market ("Nasdaq") notifying Origin that for the last 31 consecutive business days the bid price of Origin’s common stock had closed below $1.00 per share, the minimum closing bid price (the "Minimum Bid Price") required by the continued listing re…

Results of Operations and Financial Condition. On March 13, 2025, O rigin Materials, Inc. issued a press release announcing its financial results for the year ended December 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subj…

Co-Chief Executive Officer — Rich Riley: Rich Riley resigned as Co-Chief Executive Officer and Director, with John Bissell continuing as the sole Chief Executive Officer.

Results of Operations and Financial Condition. On November 14, 2024, O rigin Materials, Inc. issued a press release announcing its financial results for the three months ended September 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or ot…

Costs Associated with Exit or Disposal Activities In light of increasing near-term demand for our PET caps, on September [20], 2024, the Company affected an organizational realignment to redirect, and in some cases reduce, existing resources from non-PET cap research programs with potential longer-term economic benefits to accelerate near-term, higher-margin revenue opportunities from PET caps. Consistent with this realignment, the Company will shift to "on demand" operation of its Origin 1 f…

Results of Operations and Financial Condition. On August 14, 2024, O rigin Materials, Inc. issued a press release announcing its financial results for the three months ended June 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise…

Results of Operations and Financial Condition. On May 14, 2024, O rigin Materials, Inc. issued a press release announcing its financial results for the three months ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise s…