Origin Materials (ORGN) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 1, 2026, to vote on the dissolution and liquidation of the company under a Plan of Dissolution, following the Board's unanimous approval after a strategic review failed to identify viable alternatives.

• If approved, the Board will have discretion on the timing of dissolution, liquidation of assets, payment of liabilities, and distribution of proceeds to stockholders.

• Estimated initial liquidation distribution is between $0.61 and $3.54 per share, subject to uncertainties in asset sales, liabilities, and claims.

• The company has ceased most commercial activities and reduced its workforce, with most employees terminated by the end of Q2 2026.

• The Board may abandon or delay the dissolution if circumstances change before filing the Certificate of Dissolution.

Voting matters and shareholder proposals

• Stockholders will vote on two proposals: (1) approval of the Plan of Dissolution (Dissolution Proposal), and (2) granting the Board authority to adjourn the meeting to solicit additional proxies if needed (Adjournment Proposal).

• The Board unanimously recommends voting FOR both proposals.

• Approval of the Dissolution Proposal requires a majority of all outstanding shares as of the record date.

• Abstentions and failures to vote count as votes AGAINST the Dissolution Proposal.

Board of directors and corporate governance

• The Board conducted a thorough review of strategic alternatives, including potential business combinations and asset sales, but found dissolution to be in the best interests of stockholders.

• After dissolution, most Board members are expected to resign, and the Board size will be reduced to save costs.

• The Board retains authority to amend or abandon the Plan of Dissolution prior to filing the Certificate of Dissolution.