Origin Materials Stockholders Approve Liquidation Plan, Board Weighs Next Steps

Origin Materials (NASDAQ:ORGN) stockholders approved a proposal authorizing the company’s liquidation and dissolution under an amended and restated Plan of Complete Liquidation and Dissolution, according to preliminary voting results announced at a special meeting on Aug. 12, 2026.

Interim Chief Executive Officer Matt Plavan said the company’s board of directors will now determine whether and when to proceed with the dissolution. If it moves forward, Origin Materials said it plans to liquidate its remaining assets, satisfy or make reasonable provision for remaining obligations, and distribute available proceeds, if any, to stockholders.

“We intend to seek to distribute funds to our stockholders as quickly as Delaware law and the Plan of Dissolution permit,” Plavan said, adding that the company will take reasonable actions intended to optimize distributable value for stockholders.

Stockholders Approve Dissolution Proposal

The special meeting was held virtually through a platform hosted by Broadridge Financial Solutions. The dissolution proposal required approval from holders of a majority of the voting power of all outstanding Origin Materials capital stock entitled to vote, including common stock and Series A junior preferred stock.

Chris Amrhein of American Election Services was appointed inspector of elections. The preliminary report indicated that the company received sufficient votes from holders of common stock and Series A junior preferred stock to approve the proposal.

Origin Materials did not disclose a vote tally during the meeting. Plavan said the company expects to report preliminary voting results, or final results if they are available in time, in a press release within four business days after the meeting. If final results are not reported earlier, the company expects to issue a follow-up press release within four business days after the final results become known.

Quorum Included Preferred Stock Voting Power

According to the meeting’s secretary, proxies had been received for 2,094,094 of the 5,503,087 outstanding common shares as of the July 8, 2026 record date, along with one share of Series A junior preferred stock.

For quorum purposes, the Series A junior preferred share carried voting power equivalent to 5,503,087 shares of common stock. Combined, the represented shares accounted for approximately 69% of the voting power of Origin Materials’ outstanding capital stock entitled to vote, establishing a quorum.

The company said notice of the special meeting was mailed beginning July 20 to stockholders of record as of the July 8 record date.

Board Retains Discretion on Execution and Timing

While stockholders approved the dissolution proposal, Plavan said the authorization gives Origin Materials’ board sole discretion over whether to carry out the dissolution and over its timing.

The company said it may periodically communicate updates to stockholders when appropriate. No stockholder questions were submitted regarding the dissolution proposal during the meeting’s question-and-answer period.

Following the announcement of preliminary results, the formal portion of the meeting was adjourned.

About Origin Materials (NASDAQ:ORGN)

Origin Materials, Inc is a cleantech company focused on producing sustainable chemicals and materials from renewable biomass rather than fossil feedstocks. The company’s core technology platform converts wood chips and other lignocellulosic feedstocks into a versatile intermediate called CMF (chloromethylfurfural), which can be further processed into a range of building‐block chemicals used in applications such as packaging, coatings and performance fibers. By offering a drop‐in alternative to petrochemical precursors, Origin Materials aims to reduce carbon emissions and environmental impact across multiple industries.

The company operates a demonstration facility in Sarnia, Ontario, where it validates its conversion process at scale and produces sample volumes of bio‐based intermediates.