Origin Materials (ORGN) Proxy filing summary

Executive summary

• Board approved a plan for complete dissolution and liquidation, pending shareholder approval at a special meeting on July 1, 2026.

• Voluntary delisting from Nasdaq and deregistration with the SEC are planned, with Form 25 to be filed around June 22, 2026, and delisting effective July 2, 2026.

• Warrants will expire on June 24, 2026, and will be delisted accordingly.

• After delisting, trading may occur on the OTC market, but no application will be made for OTC quotation.

• If dissolution is approved and a certificate of dissolution is filed, no trading market will exist for the common stock.

Voting matters and shareholder proposals

• Shareholders will vote on the Plan of Dissolution at a special meeting scheduled for July 1, 2026.

• Proxy materials and related documents are available for shareholders to review prior to voting.

Board of directors and corporate governance

• The board determined that delisting and dissolution align with the goal of maximizing shareholder value, including the sale of technology and assets.

• Information on directors and executive officers, including their interests, is included in the proxy statement and annual report amendment.