Origin Materials Stockholders Approve Key Corporate Changes

Origin Materials (NASDAQ:ORGN) has taken significant steps towards restructuring its corporate framework, as stockholders approved two key proposals during a special meeting held on February 17, 2026. The meeting, conducted online, centered on an amendment for a reverse stock split and a share issuance tied to convertible notes.

Tony Tripeny, chair of the board of directors, convened the meeting at 10:30 a.m. Pacific time. He introduced fellow directors John Bissell, William Harvey, Craig Rogerson, and Jim Stephanou, along with key officers Joshua Lee and Matt Plavan. The presence of Kris Amrine from American Election Services and John McKenna from Cooley LLP also ensured the meeting’s adherence to legal protocols.

The company reported that proxies were received for at least 54.12% of its 152,963,100 outstanding shares, allowing the meeting to proceed with a quorum.

Approval of Reverse Stock Split

The first proposal involved an amendment to the company’s certificate of incorporation to allow for a reverse stock split. The board could choose a ratio between 1-for-2 and 1-for-50. Tripeny emphasized that the final decision regarding timing and the specific ratio would rest solely with the board. Preliminary reports indicated that stockholders overwhelmingly approved this amendment.

Convertible Notes Share Issuance Authorized

The second proposal sought consent for the issuance of shares exceeding 20% of the company’s outstanding stock upon conversion of senior secured convertible notes. These notes were issued under a securities purchase agreement dated November 13, 2025, and later amended on December 22, 2025. As with the first proposal, stockholders expressed their approval, according to the preliminary report from the inspector of election.

During the subsequent question-and-answer session, shareholders raised inquiries about operational milestones related to the new equity issuance. Matt Plavan, the chief financial officer and chief operating officer, directed attention to a press release dated February 12. This release outlined the company’s recent organizational realignment and cost-reduction strategies. Plavan highlighted the importance of delivering sample caps to several prominent global beverage brands in the first quarter, which is a crucial step in their acceptance testing process.

Plavan noted that the qualification process for these caps is extensive, involving compatibility tests with various distribution mechanisms. The company anticipates providing “several thousand per brand” for ongoing evaluations during the first quarter. As testing concludes, the next phase will involve entering contracts for offtake purchases, a primary milestone for advancing towards commercial production.

Following the closure of polls at 10:39 a.m. Pacific time, Origin Materials indicated plans to report preliminary voting results in a Form 8-K filing with the Securities and Exchange Commission within four business days. If necessary, an amended filing will follow once final results are available.

Origin Materials, based in Sarnia, Ontario, is a cleantech company dedicated to producing sustainable chemicals from renewable biomass. Its core technology transforms wood chips and other lignocellulosic feedstocks into a versatile intermediate known as CMF (chloromethylfurfural). This process offers a drop-in alternative to traditional petrochemical precursors, aiming to reduce carbon emissions across multiple industries.

The company operates a demonstration facility in Sarnia, where it validates its conversion process at scale and produces sample quantities of bio-based intermediates. With these recent approvals, Origin Materials is well-positioned to further its mission of sustainability while enhancing shareholder value.