Form 8-K

8-K — Origin Materials, Inc.

Accession: 0001802457-26-000014

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001802457

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — orgn-20260327.htm (Primary)

EX-99.1 (originmaterialsearningsrel.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: orgn-20260327.htm · Sequence: 1

orgn-20260327

0001802457FALSE00018024572026-03-272026-03-270001802457us-gaap:WarrantMember2026-03-272026-03-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

______________________

Origin Materials, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware 001-39378 87-1388928

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

930 Riverside Parkway, Suite 10

West Sacramento, CA

95605

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +1 (916) 231-9329

N/A

(Former Name or Former Address, if Changed Since Last Report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share ORGN

The Nasdaq Capital Market

Warrants, each whole warrant exercisable for 1/30th of a share of Common Stock at an exercise price of $11.50 per share

ORGNW

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 27, 2026, Origin Materials, Inc. issued a press release announcing its financial results for the year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained herein and the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission made by us, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release dated March 27, 2026

104 Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ORIGIN MATERIALS, INC.

Dated: March 27, 2026

By:

/s/ Matt Plavan

Matt Plavan

Chief Financial Officer and Chief Operating Officer

EX-99.1

Filename: originmaterialsearningsrel.htm · Sequence: 2

Document

Origin Materials, Inc. Reports Operating and Financial Results for Fourth Quarter and Full Year 2025

WEST SACRAMENTO, CA., March 27, 2026 – Origin Materials, Inc. ("Origin," "Origin Materials," or the "Company") (Nasdaq: ORGN, ORGNW), a technology company with a mission to enable the world’s transition to sustainable materials, today announced financial results for its fourth quarter and full year ended December 31, 2025.

Commentary from John Bissell, Origin CEO:

"Last year was a challenging one for Origin that also brought meaningful progress. Our commercialization journey has taken longer than we initially anticipated, which has had a negative impact on our stock price. However, this month we delivered the latest iteration of Origin PET caps to multiple world-class beverage brands – with approximately thirty key prospects in our pipeline receiving and evaluating our latest design. The new cap design incorporates feedback from household-name beverage brands. Origin’s internal testing of these caps demonstrates marked improvement in seal performance and impact resistance in a single design, meeting industry benchmarks for pressurized water applications on key test metrics, such as ball impact and heated stress testing. Customer qualification processes for these new caps are now underway, and we anticipate related customer announcements, pending the completion of successful qualifications, with timelines varying depending on customer requirements."

"To strengthen our financial position, in November 2025 we announced a convertible debt facility with an initial tranche of $15 million in cash, with the option to raise additional capital up to $90 million total. We also announced the execution of a non-binding term sheet for $20 million of equipment financing. To date, however, due to the significant decline in our stock price since securing the convertible debt facility, we have been able to make only limited use of the equity feature of this facility to service the outstanding debt at reasonable conversion values, which we had intended to do in order to preserve our cash for operations. Servicing the outstanding debt with cash has had, and will continue to have, an adverse impact on our liquidity. Also, at recent stock price levels, we do not meet the minimum equity requirements for additional capital draws from this facility. Further, the aforementioned non-binding term sheet did not progress to a definitive agreement because the lender made material reductions to the valuation assumptions underlying the debt financing. As a result, absent near-term financing and reductions in operating expenses including reductions in force to extend our planned operations, we currently estimate that our existing cash and cash equivalents will allow us to continue our planned operations into the third quarter of 2026. Therefore, we continue to

actively source equipment financing and are currently engaged with multiple prospects. In addition, we are intensifying our focus on potential strategic arrangements that we believe could help accelerate value creation from our technology for the benefit of our shareholders, including a potential business combination, equity and debt financing, divestiture of assets, technology licensing, and other arrangements."

"Despite challenging business conditions and customer adoption timelines longer than we initially anticipated, our prospective customers remain interested and engaged. These companies consume billions of caps per year and the latest cap designs, reflecting modifications which our customers requested, are now in their hands undergoing testing. For those new to Origin, our technology platform produces what we believe are the only commercially scalable PET bottlecaps, as opposed to the HDPE and polypropylene caps which today dominate the over $65 billion closures market. Our platform excels in seven areas: recyclability, oxygen and CO2 barrier (enabling longer shelf-life), closure diameter (enabling more economic large formats), thickness (enabling lighter weight), rigidity (premium feel), use of recycled content, and optical clarity."

Company Fourth Quarter and Recent Business Highlights

•Our strategic review with RBC Capital Markets, announced in our Q2 2025 earnings release, is progressing well with productive engagement from potential counterparties. We are intensifying our focus on potential strategic arrangements that we believe could help accelerate value creation from our technology for the benefit of our shareholders.

•Financing. We continue to actively source equipment financing and are currently engaged with multiple prospects. In addition, in connection with our strategic review process, we are in discussion with multiple parties and capital infusions are within the scope of those discussions. Overall, we believe our path to maximizing shareholder value will be a combination of successful new capital sourcing, monetization of current assets, and continued cost containment measures, and we look forward sharing updates as appropriate.

•Prospective customers are actively engaged in qualifying Origin PET caps. During Q1 2026, Origin delivered PET caps suitable for pressurized water applications to multiple marquee global beverage brands, with approximately thirty customers receiving and evaluating our latest cap iteration, to continue acceptance testing.

•In August 2025, the first products with Origin PET caps went onto store shelves in California, a milestone for PET cap market acceptance.

•Developed distribution network for PET caps. In March 2026, Origin announced HP Embalagens as strategic distributor for sustainable PET bottlecaps. HP Embalagens is a major Brazilian packaging company serving world-renowned brands such as Nestlé, Ferrero Rocher,

Natura, and Johnson & Johnson. The relationship complements Origin’s strategic partnerships with Berlin Packaging and Matrix Bottling Group, announced in August 2025 and February 2026, respectively, and supports Origin’s ability to access markets and distribute PET caps globally.

•For PET cap production capacity, Origin’s CapFormer line build-out in 2026 entails six lines, already fully procured and projected to be installed by end of year.

•Updated guidance. Because of the additional time we have spent and anticipate spending on design iteration and customer qualification, reflective of customer feedback received in the past quarter, and because of our increased understanding of the bespoke design requirements of key market players, we no longer project achieving Adjusted EBITDA run-rate breakeven prior to 2028, updated from our previous projection of 2027. Further, this update reflects what we expect will be a more gradual commercialization process, likely characterized by multiple smaller product launches in series, rather than a single launch consuming all of Origin’s PET cap production.

•This is the first time in decades a truly new pressurized cap has been introduced into this beverage space and, while Origin has already overcome substantial technical obstacles, we expect to continue customer-driven product qualification and optimization on the way to adoption.

•Acquisition of premium water customers is expected to continue throughout 2026.

Results for Fourth Quarter and Full Year 2025

Cash, cash equivalents, and marketable securities were $53.5 million as of December 31, 2025.

The net accounts receivable balance of $13.0 million at December 31, 2025, is comprised of receivables associated with the Company’s legacy supply chain activation program being wound down in 2025. Concurrent with the wind-down of the supply chain activation program, we expect to collect all related net receivables in due course, resulting in a significant source of cash.

Additionally, as of December 31, 2025, the Company had $9.1 million of land held for sale in Geismar, Louisiana. We are actively seeking the sale of this land which would result in an additional significant source of cash.

As of December 31, 2025, the Company had $15.0 million in convertible debt outstanding.

Revenue for the fourth quarter was $3.0 million compared to $9.2 million in the prior-year period, due to the planned reduction in the Company’s supply chain activation program.

Revenue for the full year was $18.9 million compared to $31.3 million in the prior full year, due to the planned reduction in the Company’s supply chain activation program.

Operating expenses for the fourth quarter were $194.7 million compared to $16.2 million in the prior-year period, an increase of $178.4 million primarily due to an increase in non-cash impairment of assets expense of $178.8 million. Concurrent with the decision to cease further investment in our furanics platform, we evaluated the Origin 1 and Origin 2 assets to estimate their current fair market value, which resulted in the recognition of a $165.9 million impairment of assets expense.

Full year 2025 operating expenses were $259.6 million compared to $85.3 million in the prior full year, an increase of $174.4 million driven primarily by the non-cash impairment expense of $178.8 million recognized in the fourth quarter of 2025.

Net loss was $194.1 million for the fourth quarter compared to $13.5 million in the prior-year period, an increase of $180.6 million primarily due to the $165.9 million non-cash impairment of assets expense related to the fair market evaluation of the furanics assets. Full year 2025 net loss was $249.7 million compared to net loss of $83.7 million in the prior full year.

Adjusted EBITDA loss was $10.8 million for the fourth quarter compared to $10.5 million in the prior-year period. Full year Adjusted EBITDA loss was $43.4 million compared to $48.4 million in the prior year period.

Shares outstanding as of December 31, 2025 were 5.2 million, adjusted for the one-for-thirty reverse stock split effected in March 2026.

For a reconciliation of non-GAAP figures to the applicable GAAP figures, please see the table captioned ‘Reconciliation of GAAP and Non-GAAP Results' set forth at the end of this press release. We have not reconciled our guidance for non-GAAP run-rate Adjusted EBITDA to GAAP due to the uncertainty and potential variability of reconciling items such as stock-based compensation. As a result, a reconciliation is not available without unreasonable effort and we are unable to address the probable significance of the unavailable information.

Webcast and Conference Call Information

Company management will host a webcast and conference call on March 27, 2026, at 5:00 p.m. Eastern Time, to discuss the Company's financial results.

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at https://investors.originmaterials.com/.

The conference call can be accessed live over the phone by dialing +1-844-676-8020 (domestic) or +1-412-634-6957 (international). A telephonic replay will be available approximately three hours after the call by dialing 1-844-512-2921, or for international callers, +1-412-317-6671. The conference ID for the live call and pin number for the replay is 10206659. The replay will be available until 11:59 p.m. Eastern Time on April 10, 2026.

About Origin Materials, Inc.

Origin is a technology company with a mission to enable the world’s transition to sustainable materials. Our innovations include PET caps and closures that bring recycling circularity and enhanced performance to a ~$65 billion market. For more information, visit www.originmaterials.com.

Contacts

Origin Materials

Investors:

ir@originmaterials.com

Media:

media@originmaterials.com

Non-GAAP Financial Information

To supplement the Company’s financial results presented in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), the Company also uses non-GAAP financial measures, including Adjusted EBITDA, as supplemental measures to review and assess the Company’s operating performance. Adjusted EBITDA is defined as net loss adjusted for (i) stock-based compensation, (ii) depreciation and amortization, (iii) impairment of assets, (iv) investment income, (v) interest expenses, (vi) change in fair value of derivatives, (vii) change in fair value of common stock warrants liability, (viii) change in fair value of earnout liability, (ix) change in fair value of convertible notes, (x) other expenses, net, (xi) income tax provision and (xii) cash severance.

The Company believes that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about our operating profitability adjusted for certain non-cash items, non-routine items that the Company does not expect to continue at the same level in the future, as well as other items that are not core to the Company’s operations. Further, the Company believes Adjusted EBITDA provides a meaningful measure of operating profitability because the Company uses it for

evaluating the Company’s business performance, making budgeting decisions, and comparing performance against that of other peer companies using similar measures.

Non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools, and when assessing the Company’s operating performance, investors should not consider them in isolation. In addition, calculations of this non-GAAP financial information may be different from calculations used by other companies, and therefore comparability may be limited.

The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating our performance.

For more information on Adjusted EBITDA, please see the table captioned “Reconciliation of GAAP and Non-GAAP Results” set forth at the end of this press release.

Cautionary Note on Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “target,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Origin’s ability to continue to fund its planned operations into the third quarter of 2026 and ability to extend its planned operations beyond the third quarter of 2026; Origin’s business strategy, commercial, operating, and product development plans and announcements of such plans, anticipated customer demand, the impact of tariffs on our business, revenue potential, the projection that Origin will achieve breakeven run-rate Adjusted EBITDA results in 2028, pace and anticipated timing of bringing Origin’s CapFormer lines online and anticipated revenue generated from such systems, the impact of anticipated improvements to Origin’s CapFormer lines, ability of Origin’s products to complete customer qualification on time or at all, anticipated timing of commercializing Origin’s products and delivering those products to customers, estimated total addressable market, anticipated benefits of and demand for Origin’s potential products, ability to convert potential customer interest into revenue, expectations about Origin’s future financing arrangements, including Origin’s ability to enter into financing arrangements on favorable terms, the outcome of Origin’s evaluation of strategic alternatives and the ability of such strategic alternatives to enhance shareholder value, access to manufacturing capacity, marketing and distribution capabilities, or strategic capital, or address the gap between indicated product demand

and production capacity, anticipated growth and projected financial information. From time to time, the Company discloses approximate levels of customer demand based on information received from current and potential customers as to amounts of product they wish to purchase at a certain price over a certain term in the future. The Company does not discount such indications of customer demand by the likelihood of their conversion to actual revenue or the time until such conversion. Some customers may overstate the amount of product they wish to purchase and one should not assume that demand figures disclosed by the Company will necessarily translate into comparable levels of revenue. The forward-looking statements are based on various assumptions, whether or not identified in this press release, and on the current plans, objectives, estimates, expectations, and intentions of the management of Origin and are not predictions of actual performance and inherently involve significant risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Origin. These forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, the fact that Origin may be unable to successfully commercialize its products; the effects of competition, tariffs, and other trade restrictions on Origin’s business; the uncertainty of the projected financial information with respect to Origin, particularly given the rapidly changing tariff landscape; disruptions and other impacts to Origin’s business. Other factors that could adversely affect the Company’s operations include those discussed in Origin’s Annual Report on Form 10-K to be filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2026 under the heading “Risk Factors,” and other documents Origin has filed, or will file, with the SEC. These filings, when available, are available on the investor relations section of our website at investors.originmaterials.com and on the SEC’s website at www.sec.gov. If any of these risks materialize or Origin’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Origin does not presently know or currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Origin undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required under applicable law. These forward-looking statements should not be relied upon as representing Origin’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

ORIGIN MATERIALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) December 31,

2025 December 31,

2024

ASSETS

Current assets

Cash and cash equivalents $ 32,923 $ 56,307

Marketable securities 20,545 46,613

Accounts receivable net of allowance for credit losses of $828 and $1,230, respectively 13,049 19,179

Other receivables 2,101 2,526

Inventory 684 866

Prepaid expenses and other current assets 2,448 2,401

Land held for sale 9,126 11,282

Total current assets 80,876 139,174

Property, plant, and equipment, net 72,852 203,919

Operating lease right-of-use asset 3,149 3,735

Intangible assets, net 32 73

Deferred tax assets — 621

Other long-term assets 751 30,505

Total assets $ 157,660 $ 378,027

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 3,568 $ 2,921

Accrued expenses 4,947 2,779

Operating lease liabilities, current 306 323

Notes payable, short-term 4,511 3,772

Convertible notes, net of issuance costs 14,970 —

Other liabilities, current 231 2,754

Total current liabilities 28,533 12,549

Earnout liability 24 2,486

Canadian Government Research and Development Program liability 16,776 14,399

Common stock warrants liability 167 4,566

Notes payable, long-term 4,386 1,730

Operating lease liabilities 3,533 3,858

Other liabilities, long-term 30 74

Total liabilities 53,449 39,662

STOCKHOLDERS’ EQUITY

Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and 2024 — —

Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 5,173,884 and 4,952,476, issued and outstanding as of December 31, 2025 and 2024, respectively (including 50,000 and 100,000, respectively, of Sponsor Vesting Shares) 15 15

Additional paid-in capital 402,378 393,186

Accumulated deficit (287,825) (38,127)

Accumulated other comprehensive loss (10,357) (16,709)

Total stockholders’ equity 104,211 338,365

Total liabilities and stockholders’ equity $ 157,660 $ 378,027

ORIGIN MATERIALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

Three Months Ended

December 31, Year Ended December 31,

(In thousands, except share and per share data) 2025 2024 2025 2024

Revenues:

Products $ 3,022 $ 9,222 $ 18,922 $ 31,279

Services — — — 3

Total revenues 3,022 9,222 18,922 31,282

Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,933 9,210 18,381 30,864

Operating expenses:

Research and development 3,842 3,216 13,749 18,554

General and administrative 9,158 10,155 39,074 40,766

Depreciation and amortization 2,843 2,769 11,175 10,715

Impairment of assets 178,816 76 195,636 15,246

Total operating expenses 194,659 16,216 259,634 85,281

Loss from operations (194,570) (16,204) (259,093) (84,863)

Other income (expenses):

Investment income 806 1,336 4,014 6,783

Interest expenses (17) (58) (123) (371)

Gain (loss) in fair value of derivatives — 53 (15) 290

Gain (loss) in fair value of common stock warrants liability 351 (312) 4,399 (3,225)

Gain (loss) in fair value of earnout liability — 1,698 2,462 (703)

Gain in fair value of convertible notes 5 — 5 —

Other (expenses) income, net (339) 231 (726) (939)

Total other income, net 806 2,948 10,016 1,835

Loss before income tax provision (193,764) (13,256) (249,077) (83,028)

Income tax provision (364) (266) (621) (669)

Net loss (194,128) (13,522) (249,698) (83,697)

Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities (15) (13) 679 2,197

Foreign currency translation adjustment 1,242 (9,267) 5,673 (12,974)

Total other comprehensive income (loss) 1,227 (9,280) 6,352 (10,777)

Total comprehensive loss $ (192,901) $ (22,802) $ (243,346) $ (94,474)

Net loss per share, basic $ (38.54) $ (2.82) $ (50.55) $ (17.54)

Net loss per share, diluted $ (38.54) $ (2.82) $ (50.55) $ (17.54)

Weighted-average common shares outstanding, basic 5,036,571 4,801,886 4,939,958 4,773,088

Weighted-average common shares outstanding, diluted 5,036,571 4,801,886 4,939,958 4,773,088

ORIGIN MATERIALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Year Ended December 31,

(in thousands) 2025 2024

Cash flows from operating activities

Net loss $ (249,698) $ (83,697)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 11,175 10,715

Provision for credit losses 744 1,230

Stock-based compensation 8,914 10,080

Loss on reserves — 639

Impairment of assets 195,636 15,246

Realized loss on marketable securities 228 946

Amortization of premium and discount of marketable securities, net (139) (190)

Change in fair value of derivative 15 (290)

Change in fair value of common stock warrants liability (4,399) 3,225

Change in fair value of earnout liability (2,462) 703

Change in fair value of convertible notes (5) —

Deferred tax provision 621 640

Other non-cash expenses 783 518

Changes in operating assets and liabilities:

Accounts receivable net and other receivables 5,810 (3,359)

Inventory 182 46

Prepaid expenses and other current assets (272) 2,397

Other long-term assets 213 (4,750)

Accounts payable (1,160) 373

Accrued expenses 1,529 (3,590)

Operating lease liabilities (311) (350)

Other liabilities, current (154) (1,362)

Other liabilities, long-term (43) —

Net cash used in operating activities (32,793) (50,830)

Cash flows from investing activities

Purchases of property, plant, and equipment (30,207) (8,953)

Proceeds from land held for sale 2,117 —

Proceeds from sale of property, plant, and equipment 341 —

Purchases of marketable securities (1,067,964) (1,817,317)

Sales of marketable securities 1,077,050 1,751,508

Maturities of marketable securities 17,595 103,321

Net cash (used in) provided by investing activities (1,068) 28,559

Cash flows from financing activities

Payment of notes payable and other liabilities (6,272) (4,793)

Proceeds from convertible notes 15,000 —

Proceeds from Canadian Government Research and Development Program 1,678 8,097

Proceeds from exercise of stock options 253 252

Net cash provided by financing activities 10,659 3,556

Effects of foreign exchange rate changes on the balance of cash and cash equivalents held in foreign currencies (182) (480)

Net decrease in cash and cash equivalents (23,384) (19,195)

Cash and cash equivalents beginning of the period 56,307 75,502

Cash and cash equivalents end of the period $ 32,923 $ 56,307

Origin Materials, Inc.

Reconciliation of GAAP and Non-GAAP Results

Three Months Ended December 31, 2025 Year Ended December 31,

(in thousands) 2025 2024 2025 2024

Net loss $ (194,128) $ (13,522) $ (249,698) $ (83,697)

Stock-based compensation

2,100 2,369 8,914 10,080

Depreciation and amortization 2,843 2,769 11,175 10,715

Impairment of assets 178,816 76 195,636 15,246

Investment income (806) (1,336) (4,014) (6,783)

Interest expenses 17 58 123 371

(Gain) loss in fair value of derivatives — (53) 15 (290)

(Gain) loss in fair value of common stock warrants liability (351) 312 (4,399) 3,225

(Gain) loss in fair value of earnout liability — (1,698) (2,462) 703

Gain in fair value of convertible notes (5) — (5) —

Other expenses (income), net 339 (231) 726 939

Income tax provision 364 266 621 669

Cash severance — 484 — 455

Adjusted EBITDA $ (10,811) $ (10,507) $ (43,368) $ (48,367)

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Mar. 27, 2026

Document Information [Line Items]

Document Type

8-K

Entity Registrant Name

Origin Materials, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-39378

Entity Tax Identification Number

87-1388928

Entity Address, State or Province

Entity Address, Postal Zip Code

95605

City Area Code

916

Local Phone Number

231-9329

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ORGN

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Document Period End Date

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Entity Address, Address Line One

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West Sacramento,

Warrant

Document Information [Line Items]

Title of 12(b) Security

Warrants, each whole warrant exercisable for 1/30th of a share of Common Stock at an exercise price of $11.50 per share

Trading Symbol

ORGNW

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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No definition available.

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dei_DocumentInformationLineItems

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

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dei_DocumentPeriodEndDate

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Period Type:

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

Name:

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Data Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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