Origin Materials (ORGN) Proxy Filing summary

Executive summary

• Special meeting scheduled for February 17, 2026, to address key corporate actions.

• Shareholders are invited to vote virtually or by proxy on significant proposals.

Voting matters and shareholder proposals

• Proposal to amend the certificate of incorporation to effect a reverse stock split at a ratio between one-for-two and one-for-fifty, at the board's discretion.

• Proposal to approve issuance of more than 20% of outstanding shares upon conversion of senior secured convertible notes issued under a securities purchase agreement dated November 13, 2025, as amended December 22, 2025.

• Board recommends voting in favor of both proposals.

• Additional business may be addressed if properly brought before the meeting.

Board of directors and corporate governance

• Board of directors retains discretion to determine the exact ratio for the reverse stock split.