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): ~~May~~July 1, 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

TradingSymbol(s)

Name of each exchangeon which registered

Common Stock, par value $0.0001 per share

ORGN

The ~~NASDAQ~~Nasdaq Capital Market

Warrants, each whole warrant exercisable for 1/30th of a 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 25.~~05 Costs~~07. Submission ~~Associated~~of ~~with~~Matters ~~Exit~~to ora ~~Disposal~~Vote ~~Activities~~of Security Holders.

On ~~May~~July 1, 2026, Origin Materials, Inc. (the “Company” ~~or “Origin”~~) ~~announced~~held ~~that~~ its ~~the~~2026 ~~Board~~special meeting of ~~Directors~~stockholders (the “~~Board~~Special Meeting”). ~~had~~Present ~~approved~~at the ~~dissolution~~Special ~~and~~Meeting ~~liquidation~~via ofremote ~~the~~communication ~~Company~~or ~~pursuant~~by toproxy awere ~~plan~~the holders of ~~complete~~2,123,179 ~~liquidation~~shares ~~and~~of ~~dissolution~~common ~~(the~~stock ~~“Plan~~ of ~~Dissolution”)~~the Company, ~~subject~~representing ~~to stockholder approval~~38. ~~Origin~~58% ~~intends~~of tothe ~~call~~5,503,087 ashares ~~special meeting~~ of ~~the~~common ~~stockholders~~stock tooutstanding ~~seek~~as ~~approval~~ of the ~~Plan~~close of ~~Dissolution~~business ~~and~~on ~~will~~May ~~file~~20, ~~proxy~~2026, ~~materials relating to~~ the ~~special~~record ~~meeting~~date ~~with~~for the ~~Securities~~Special Meeting, and ~~Exchange~~constituting ~~Commission~~a ~~(the~~quorum ~~“SEC”)~~for asthe ~~soon~~transaction asof ~~practicable~~business.

InAt ~~connection with~~ the ~~Plan~~Special ~~of Dissolution~~Meeting, the ~~Board~~Company’s ~~also~~stockholders ~~approved~~voted ~~a reduction-in-force, which Origin implemented~~ on ~~May~~two 1proposals, ~~2026~~each toof ~~enable~~which ~~Origin~~is todescribed ~~maximize~~in ~~shareholder~~more ~~value~~detail ~~through~~in the ~~orderly~~Company’s ~~sale~~definitive ofproxy ~~its~~statement ~~technology~~on ~~and~~Schedule ~~assets~~14A ~~followed~~filed bywith ~~dissolution~~the ~~and wind down~~U. ToS. ~~reduce~~Securities ~~costs~~ and ~~support~~Exchange ~~the~~Commission ~~planned~~on ~~sale~~May ~~and wind down~~26, ~~Origin~~2026 is(the ~~reducing~~“Proxy ~~its workforce by approximately 59%, resulting in an approximately $14~~Statement”).0 ~~million~~The ~~decrease~~following inis ~~annual~~a ~~operating~~brief ~~expenses.~~description ~~Origin~~of ~~anticipates~~each ~~that~~matter itvoted ~~will~~upon ~~incur~~and ~~approximately $2.1 million in restructuring charges in connection with~~ the ~~workforce~~certified ~~reduction~~results, ~~primarily~~including ~~consisting~~the ofnumber ~~cash expenditures~~ of ~~approximately~~votes ~~$2.1~~cast ~~million~~ for ~~severance~~or ~~and~~against ~~benefits~~each ~~costs. Origin~~matter ~~expects~~and, toif ~~incur~~applicable, the ~~majority of expenses related to the workforce reduction by the end of the second quarter of 2026. The estimated charges are subject to a~~ number of ~~assumptions,~~votes ~~including legal requirements in various jurisdictions~~withheld, abstentions and ~~actual~~broker ~~results~~non-votes ~~may~~with ~~differ~~respect ~~materially from these estimates. Origin may incur additional costs not currently contemplated due~~ to ~~events~~each ~~that may occur as a result of, or that are associated with, the workforce reduction~~matter.

~~Item 5~~1.~~02 Departure~~To approve the liquidation and dissolution of ~~Directors~~the Company, or ~~Certain~~the ~~Officers;~~Dissolution, ~~Election~~pursuant to the Plan of ~~Directors;~~Complete ~~Appointment~~Liquidation and Dissolution, or the Plan of ~~Certain~~Dissolution, ~~Officers;~~which, ~~Compensatory~~if ~~Arrangements~~approved, will authorize the Company to liquidate and dissolve the Company in accordance with the Plan of ~~Certain~~Dissolution. ~~Officers~~This proposal is referred to as the “Dissolution Proposal.” The voting results were as follows:

Departure of Executive Officer


Votes For	Votes Against	Abstentions	Broker Non-Votes	Total
2,043,101	66,752	13,326	—	2,123,179

~~In connection with the reduction-in-force discussed in Item~~ 2.05 To ~~above,~~grant ~~John~~discretionary ~~Bissell~~authority ~~has~~to ~~stepped~~our ~~down~~Board asof ~~Chief~~Directors, ~~Executive~~or ~~Officer,~~the ~~effective~~Board ~~May~~of 1Directors, ~~2026.~~to ~~Mr.~~adjourn ~~Bissell~~the ~~will~~Special ~~continue~~Meeting, toeven ~~serve~~if as a ~~director~~quorum onis ~~the~~present, ~~Board. Mr.~~to ~~Bissell~~solicit isadditional ~~entitled~~proxies toin ~~certain~~the ~~severance~~event ~~payments~~that ~~pursuant~~there toare aninsufficient ~~Executive~~shares ~~Officer~~present ~~Retention~~in ~~Agreement,~~person ~~dated~~or ~~March~~by 9,proxy ~~2026,~~voting ~~the~~in ~~form~~favor of ~~which~~the isdissolution ~~filed~~and asliquidation ~~Exhibit~~of ~~10.45 to~~ the Company’s ~~Amendment~~pursuant ~~No. 1~~ to ~~its~~the ~~Annual~~Plan ~~Report~~of onDissolution. ~~Form~~This ~~10-K~~proposal ~~filed~~is ~~with~~referred ~~the SEC on April 29, 2026. Pursuant~~ to ~~such~~as ~~agreement,~~the ~~provided~~“Adjournment MrProposal.” ~~Bissell~~The ~~provides~~voting ~~Origin~~results ~~with~~were aas ~~release of claims covering the period of his employment~~follows:

•Mr. Bissell will receive a severance payment equivalent to four months of his base salary plus four months of COBRA benefits premiums, less applicable withholdings and deductions.


Votes For	Votes Against	Abstentions	Broker Non-Votes	Total
1,975,944	116,556	30,679	—	2,123,179

Appointment of Executive Officer

Matt Plavan, age 62, our Chief Financial Officer and Chief Operating Officer has been appointed Interim Chief Executive Officer, effective May 1, 2026. Mr. Plavan has no family relationships with any member of Origin’s board of directors or Origin’s other executive officers. For additional information regarding Mr. Plavan required by this Item 5.02 please see Origin’s Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on April 29, 2026.

Amended and Restated Retention Agreements

To retain their services implementing the dissolution and liquidation of the Company, Mr. Plavan and our General Counsel and Chief Compliance Officer, Joshua Lee, each entered into an Amended and Restated Executive Officer Retention Agreement and General Release, dated May 1, 2026 (an "A&R Retention Agreement"), a copy of the form of which is attached to this Current Report on Form 8-K as

Exhibit 10.1. The A&R Retention Agreement amends and restates the Executive Officer Retention Agreements (each a "Retention Agreement") that Messrs. Plavan and Lee entered into in March 2026, a copy of the form of which is filed as exhibit 10.45 to Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on April 29, 2026. Pursuant to the A&R Retention Agreements, Messrs. Plavan and Lee each signed and provided the Company with a release of claims covering the period of their employment through the effective date of the A&R Retention Agreement (the "First Release"). In lieu of the benefits described in the prior Retention Agreements, the A&R Retention Agreements provide that Messrs. Plavan and Lee will be entitled to:

•a 25% increase to their respective base salary; and

•a retention bonus (Mr. Plavan - $183,618 and Mr. Lee - $153,696) such amount equal to six months of their respective base salaries and six months of COBRA benefits premiums, paid 20% in the last pay period of each month for up to four months, with the final payment of 20% paid upon the termination of Messrs. Plavan's and Lee's employment, other than for cause, provided that each timely signs and provides the Company with an effective release of claims covering the period from the First Release through the date of terminations.

In addition, in the event Mr. Plavan or Mr. Lee is terminated other than for cause prior to receiving one or more of the four monthly payments, their final payment upon termination would include such payments in addition to the final 20% payment. Messrs. Plavan and Lee will not be eligible for any additional or separate severance payments.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These statements are based on our estimates and assumptions as of the date of the Current Report on Form 8-K and are subject to risks and uncertainties. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “target,” “future,” “outlook,” “guidance,” “maintain,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. For example, all statements Origin makes regarding the proposed dissolution pursuant to the Plan of Dissolution, timing of filing of the certificate of dissolution and holding a special shareholder meeting to approve the Plan of Dissolution, the amount and timing of liquidating distributions, if any, in connection with the dissolution, the amount of planned reserves, Origin’s ability to maximize shareholder value through the orderly sale of its technology and assets, the estimate and timing of the charges that will be incurred and actual reductions in operating expenses achieved in connection with the reduction in headcount, and similar statements are forward-looking. All forward-looking statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Origin’s management, and are not predictions of actual performance. Such risks and uncertainties include, among others, the availability, timing and amount of liquidating distributions; the amounts that will need to be set aside by Origin; the adequacy of such reserves to satisfy Origin’s obligations; potential unknown contingencies or liabilities, including tax claims, and Origin’s ability to favorably resolve them or at all; the amount of proceeds that might be realized from the sale or other disposition of any remaining assets; the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations; the incurrence by Origin of expenses relating to the dissolution; the ability of the Board of Directors to abandon, modify or delay implementation of the Plan of Dissolution, even after shareholder approval; and the uncertain macroeconomic environment. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and you must not rely on them as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and

circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond Origin’s control. These forward-looking statements are subject to a number of risks and uncertainties including those factors discussed in Origin’s Annual Report on Form 10-K filed with the SEC on March 30, 2026 under the heading “Risk Factors,” and other documents Origin has filed, or will file, with the SEC. These filings, when available, are available on the investor relations section of Origin’s website at investors.originmaterials.com and on the SEC’s website at www.sec.gov. If any of these risks materialize or Origin’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Origin does not presently know or currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Origin undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required under applicable law. These forward-looking statements should not be relied upon as representing Origin’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed Plan of Dissolution, the Company intends to file with the SEC a proxy statement and other relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED MATTERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT ORIGIN MATERIALS, INC., THE PLAN OF DISSOLUTION AND RELATED MATTERS. Shareholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents filed by the Company with the SEC, at the SEC’s website at http://www.sec.gov or on the “Investors” section of Origin’s website at www.originmaterials.com.

Participants in the Solicitation

Origin Materials and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the proposed Plan of Dissolution and related matters, and any other matters to be voted on at the special meeting of shareholders. Information regarding the names, affiliations, and interests of such directors and executive officers will be included in the proxy statement (when available). Additional information regarding such directors and executive officers is included in Origin’s Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on April 29, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Origin’s shareholders in connection with the Plan of Dissolution and related matters and any other matters to be voted upon at the special meeting will be set forth in the proxy statement (when available). These documents are available free of charge as described in the preceding section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Amended and Restated Executive Officer Retention Agreement

104

Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document).

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: May 1, 2026
Dated: July 1, 2026
	By:	/s/ ~~Matt~~Joshua ~~Plavan~~Lee
		Matt Plavan
		Joshua Lee
		Interim Chief Executive Officer
		Secretary and General Counsel

Filing Compare · Origin Materials, Inc.