{"filing":{"accession_number":"0001802457-26-000048","cik":"0001802457","ticker":"ORGNW","company_name":"Origin Materials, Inc.","form":"8-K","filing_date":"2026-07-10","report_date":null,"primary_document":"orgn-20260706.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1802457/000180245726000048/orgn-20260706.htm"},"events":[{"id":17373,"run_id":15553,"accession_number":"0001802457-26-000048","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Origin Materials issued one share of Series A Junior Preferred Stock to General Counsel Joshua Lee for $0.01 per share in an unregistered transaction. The issuance represents a material capital structure change, particularly given the Company's prior announcement of a Plan of Dissolution, and the preferred stock carries liquidation preferences senior to common stock.","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10","form":"8-K","submitted_at":null,"items":[{"id":15818,"accession_number":"0001802457-26-000048","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"This disclosure under Item 3.02 reports an unregistered sale of equity securities—specifically one share of Series A Junior Preferred Stock to the Company's General Counsel, Joshua Lee, for $0.01 per share. The filing explicitly states the security \"has not been registered under the Securities Act,\" confirming this is an unregistered issuance. Although the dollar amount is nominal, the issuance of preferred stock with liquidation preferences senior to common stock represents a material capital structure change, particularly given the Company's prior announcement of a Plan of Dissolution (referenced in the May 1, 2026 8-K), which suggests financial distress or restructuring activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17374,"run_id":15553,"accession_number":"0001802457-26-000048","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"The Company issued Series A Junior Preferred Stock with material modifications to security holder voting rights and preferences, including a new class of preferred stock with special voting rights tied to dissolution meetings and a formula-based voting mechanism granting the holder votes equal to outstanding Common Stock.","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10","form":"8-K","submitted_at":null,"items":[{"id":15819,"accession_number":"0001802457-26-000048","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This disclosure describes the issuance of Series A Junior Preferred Stock and material modifications to the voting rights and preferences of the Company's security holders. The filing explicitly references Item 3.03 (Material Modification to Rights of Security Holders) and details a new class of preferred stock with special voting rights tied to dissolution meetings, including a formula-based voting mechanism that grants the holder votes equal to outstanding Common Stock. While the issuance itself may be captured under Item 3.02 (dilutive_issuance), this section focuses on the governance implications—the modification of stockholder voting rights and the creation of a new security class with preferential treatment—making governance_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17375,"run_id":15553,"accession_number":"0001802457-26-000048","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Five directors—John Bissell, Kathy Fish, John Hickox, Craig Rogerson, and Jim Stephanou—are stepping down from the Board effective July 31, 2026, in connection with the Company's planned Dissolution, representing a substantial change in governance structure and signaling the company's imminent wind-down.","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10","form":"8-K","submitted_at":null,"items":[{"id":15820,"accession_number":"0001802457-26-000048","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Five directors (John Bissell, Kathy Fish, John Hickox, Craig Rogerson, and Jim Stephanou) are stepping down from the Board effective July 31, 2026, in connection with the planned Dissolution. This is a material departure of multiple directors, representing a substantial change in the company's governance structure and signaling the company's imminent wind-down.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17376,"run_id":15553,"accession_number":"0001802457-26-000048","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.92,"summary":"The Company amended its Amended and Restated Bylaws effective July 6, 2026, modifying quorum and voting requirements for stockholder meetings, including lowering the quorum threshold from a majority to one-third of voting power and clarifying voting procedures.","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10","form":"8-K","submitted_at":null,"items":[{"id":15821,"accession_number":"0001802457-26-000048","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.92,"reasoning":"The disclosure describes amendments to the Company's Amended and Restated Bylaws effective July 6, 2026, modifying quorum and voting requirements for stockholder meetings. These are routine administrative governance changes—lowering the quorum threshold from a majority to one-third of voting power and clarifying voting procedures—that do not affect the registrant's financial condition, operations, or strategic direction. Such bylaw amendments are standard governance matters that would not affect a reasonable investor's assessment of material risk or opportunity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15818,"accession_number":"0001802457-26-000048","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"This disclosure under Item 3.02 reports an unregistered sale of equity securities—specifically one share of Series A Junior Preferred Stock to the Company's General Counsel, Joshua Lee, for $0.01 per share. The filing explicitly states the security \"has not been registered under the Securities Act,\" confirming this is an unregistered issuance. Although the dollar amount is nominal, the issuance of preferred stock with liquidation preferences senior to common stock represents a material capital structure change, particularly given the Company's prior announcement of a Plan of Dissolution (referenced in the May 1, 2026 8-K), which suggests financial distress or restructuring activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10"},{"id":15819,"accession_number":"0001802457-26-000048","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This disclosure describes the issuance of Series A Junior Preferred Stock and material modifications to the voting rights and preferences of the Company's security holders. The filing explicitly references Item 3.03 (Material Modification to Rights of Security Holders) and details a new class of preferred stock with special voting rights tied to dissolution meetings, including a formula-based voting mechanism that grants the holder votes equal to outstanding Common Stock. While the issuance itself may be captured under Item 3.02 (dilutive_issuance), this section focuses on the governance implications—the modification of stockholder voting rights and the creation of a new security class with preferential treatment—making governance_other the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10"},{"id":15820,"accession_number":"0001802457-26-000048","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Five directors (John Bissell, Kathy Fish, John Hickox, Craig Rogerson, and Jim Stephanou) are stepping down from the Board effective July 31, 2026, in connection with the planned Dissolution. This is a material departure of multiple directors, representing a substantial change in the company's governance structure and signaling the company's imminent wind-down.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10"},{"id":15821,"accession_number":"0001802457-26-000048","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.92,"reasoning":"The disclosure describes amendments to the Company's Amended and Restated Bylaws effective July 6, 2026, modifying quorum and voting requirements for stockholder meetings. These are routine administrative governance changes—lowering the quorum threshold from a majority to one-third of voting power and clarifying voting procedures—that do not affect the registrant's financial condition, operations, or strategic direction. Such bylaw amendments are standard governance matters that would not affect a reasonable investor's assessment of material risk or opportunity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-11T00:10:21.060181+00:00","company_name":"Origin Materials, Inc.","ticker":"ORGNW","filing_date":"2026-07-10"}]}