Origin Materials, Inc. 8-K

What Happened

• Origin Materials, Inc. (ORGN) filed an 8‑K reporting results from its virtual special meeting of stockholders held on February 17, 2026. Holders of 83,091,670 shares (54.32% of 152,963,100 outstanding as of the December 22, 2025 record date) were present by proxy or remote communication, constituting a quorum.
• Stockholders voted on two proposals described in the company’s definitive proxy statement (Schedule 14A filed January 6, 2026): (1) an amendment to the company’s certificate of incorporation to authorize a reverse stock split at a ratio of between 1‑for‑2 and 1‑for‑50 (board to set ratio), and (2) approval to issue more than 20% of outstanding common stock upon conversion of senior secured convertible notes issued under the November 13, 2025 securities purchase agreement (as amended December 22, 2025). The filing reports the certified vote totals below.

Key Details

• Quorum: 83,091,670 shares present, representing 54.32% of 152,963,100 shares outstanding (record date Dec 22, 2025).
• Proposal 1 (reverse split authorization) vote: 75,051,440 For; 7,814,974 Against; 225,256 Abstentions; 0 Broker Non‑Votes.
• Proposal 2 (issuance >20% on conversion of senior secured convertible notes) vote: 36,175,031 For; 5,686,390 Against; 1,623,867 Abstentions; 39,606,382 Broker Non‑Votes.
• The convertible notes were issued pursuant to a securities purchase agreement dated November 13, 2025, as amended December 22, 2025.

Why It Matters

• The reverse split authorization (board discretion to select between 1:2 and 1:50) gives the company a tool to reduce share count and potentially increase the per‑share trading price if exercised — a material capital-structure action for shareholders.
• Proposal 2 relates to potential dilution: conversion of the senior secured convertible notes could increase outstanding shares by more than 20%, which is a significant dilution consideration for current shareholders. The large number of broker non‑votes on Proposal 2 means many shares did not register a vote on that matter; investors should review the proxy statement for the specific approval threshold and the company’s disclosures about the conversion terms and potential dilution.
• Retail investors should read the company’s proxy and securities purchase agreement (filed earlier) for details on conversion mechanics, timing, and possible effects on share count and ownership.