Origin Materials (ORGN) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 17, 2026, to be held virtually for shareholder convenience.

• Two key proposals: a reverse stock split and approval for issuance of shares upon conversion of senior secured convertible notes.

• Board recommends voting in favor of both proposals to maintain Nasdaq listing and enable further capital raising.

• Voting available via internet, phone, or mail, with detailed instructions provided to all shareholders.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to certificate of incorporation for a reverse split of common stock at a ratio between 1-for-2 and 1-for-50, at board's discretion.

• Proposal 2: Approve issuance of more than 20% of outstanding shares upon conversion of senior secured convertible notes, removing the current share cap.

• Board recommends voting "FOR" both proposals.

• Only shareholders of record as of December 22, 2025, are entitled to vote.

• Quorum is one-third of outstanding shares; each share equals one vote.

Board of directors and corporate governance

• Board retains discretion to determine the reverse split ratio and whether to implement it within one year of approval.

• Board may abandon the reverse split even if approved by shareholders.

• No dissenter's rights are provided for the reverse split.