Origin Materials, Inc. Files Form 10-K/A Amendment: Key Governance and Compensation Disclosures for Investors

Origin Materials, Inc. (“Origin”) has filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment includes key disclosures on executive compensation, corporate governance, and beneficial ownership, providing investors with critical insights that may influence share value.

Key Points for Investors

• Purpose of Amendment: The Amendment No. 1 was filed to provide information required in Part III of Form 10-K (Items 10-14), which was previously omitted with the intention to incorporate by reference from the proxy statement. The proxy statement was not filed within 120 days after the fiscal year-end, necessitating this standalone filing.
• Reverse Stock Split: All share information in the amendment reflects as if the Reverse Stock Split had occurred as of the earliest period presented. This adjustment affects per-share metrics and voting power calculations.
• Outstanding Shares: As of March 20, 2026, there were 5,425,037 shares of common stock outstanding.
• Exchange Listing: Origin’s common stock (trading symbol: ORGN) and warrants (ORGNW) are registered and traded on the Nasdaq Capital Market.
• Filer Status: Origin is classified as a Non-Accelerated Filer and a Smaller Reporting Company. It is not an Emerging Growth Company and not a Shell Company.
• Audit and Reporting Compliance: The company confirms compliance with all required filings, including submission of Interactive Data Files (XBRL).

Corporate Governance Highlights

• Board Composition: The board consists of seven directors, six of whom are independent as per Nasdaq standards. All board committees (Audit, Compensation, Nominating & Corporate Governance, and Operational Excellence) are composed of independent directors, with charters available on the company’s website.
• Insider Trading Policy: Origin has an insider trading policy applicable to directors, officers, and employees. Directors and officers may use Rule 10b5-1 trading plans to prearrange trades when not in possession of material nonpublic information.
• Delinquent Section 16(a) Reports: The company amended certain Form 4 filings to properly report performance-based RSU achievements for executive officers, correcting an earlier omission. Otherwise, all insiders were compliant with reporting requirements.
• Stockholder Nomination Procedures: No material changes since last disclosure.

Executive Compensation

Summary Compensation Table for 2025

• Named Executive Officers:
  • John Bissell – Chief Executive Officer
  • Rich Riley – Co-CEO
  • Erin Smith – Chief Financial Officer and Chief Operating Officer
  • David T. Einhorn – General Counsel, Chief Compliance Officer and Secretary
• Compensation Structure: Includes salary, stock awards (RSUs and PSUs), and other incentive-based compensation. The reported numbers reflect aggregate grant date fair values.
• No Stock Option Grants in 2025: The company did not grant stock options or similar instruments with option-like features in 2025, and thus has no related policies to disclose.
• Clawback Policy: A recoupment policy is in place for incentive compensation tied to financial performance if it was erroneously awarded, in line with SEC rules and the Sarbanes-Oxley Act.

Director Compensation

• Directors may elect to receive retainer fees in RSUs in lieu of cash. For example, Mr. Tripeny and Mr. Rogerson both elected to convert their fees into RSUs, with portions deferred for issuance of common shares at a later date.

Beneficial Ownership

• Major Shareholders: No individual or group holds more than 5% of the company’s stock as of March 31, 2026, except for Artius Acquisition Partners LLC, which owns approximately 3.1% of the outstanding shares.
• Executive/Director Holdings: The table provides detailed breakdowns (not fully reproduced here) of ownership for each executive, director, and the group as a whole, including unvested equity awards and options exercisable within 60 days.

Equity Compensation Plans

• As of the report date, there were 493,688 securities to be issued upon exercise of outstanding options, warrants, and rights under approved equity compensation plans. There are no equity compensation plans not approved by stockholders.
• The weighted average exercise price relates only to stock options as RSUs have no exercise price.

Audit Fees and Auditor Information

• Audit fees for 2025 totaled \$1,118,000. Audit-related fees were not separately itemized but are available in the full table.

Exhibits and Governance Documents

• The amendment includes updated certifications from the CEO and CFO as required by Sarbanes-Oxley Section 302, but omits Section 906 certifications as no financial statements were included or restated in this amendment.
• Numerous governance and compensation plan documents are available as exhibits, including the Origin Materials 2021 Equity Incentive Plan and director compensation policies.

Potentially Price-Sensitive Information

• Reverse Stock Split Disclosure: Adjustments to share data and per-share metrics as if a reverse split had occurred may affect trading dynamics and investor perceptions.
• Correction of Prior Omitted Section 16(a) Filings: Amending insider ownership disclosures can be material, especially regarding transparency and compliance.
• No Option Grants in 2025: The absence of stock option grants may be interpreted as a shift in compensation strategy or as a signal regarding management’s view on equity incentives.
• Major Shareholder Ownership: The fact that no single entity holds a controlling stake can be significant for potential acquirers, activist investors, or those assessing the likelihood of significant insider-driven moves.

Conclusion

This amendment provides a comprehensive update on Origin Materials’ governance and compensation matters. While there are no restatements or changes to prior financial results, the information regarding board independence, executive compensation, equity ownership, and compliance with regulatory requirements offers important transparency for investors. The reverse stock split adjustment, in particular, should be noted as it directly impacts share calculations and could influence future trading activity. Additionally, the correction of insider filings, while not suggesting malfeasance, is crucial for maintaining investor confidence and regulatory compliance.

Disclaimer: This article is a summary and analysis for informational purposes only and does not constitute investment advice. Investors should consult the full SEC filing and their own advisors before making investment decisions. The information is based on the company’s latest filing and is subject to change without notice.

View Origin Materials, Inc. Historical chart here