Origin Materials (ORGN) Proxy Filing summary

Executive summary

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

• Two main 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 financing.

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

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.

• If Proposal 2 is not approved, company cannot access up to $83.3 million in additional funding and must hold further meetings until approval is obtained.

• Shareholder proposals for the 2026 Annual Meeting must be submitted between January 6, 2026, and February 5, 2026.

Board of directors and corporate governance

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

• Proxy holders designated as John Bissell, Matt Plavan, and Joshua Lee.

• No dissenter's rights for the reverse split under Delaware law.