Form 4: Director Rogerson Acquires ORGN Stock via RSUs

Origin Materials Director Craig A. Rogerson acquired 33,560 shares of common stock through vested restricted stock units, deferring receipt.

Summary

• Craig A. Rogerson, a Director of Origin Materials, Inc. (ORGN), acquired 33,560 shares of common stock.
• The transaction occurred on December 31, 2025, and was reported on January 5, 2026.
• These shares represent restricted stock units (RSUs) received in lieu of cash compensation for the quarter ended December 31, 2025.
• The number of RSUs was calculated based on the average closing price of common stock for the 60 consecutive trading days ending on and including December 31, 2025, at a price of $0.4842 per share.
• The RSUs are fully vested upon the date of grant (December 31, 2025).
• The reporting person elected to defer the actual receipt of these shares to a future date via a Deferral Election Form.
• Following this transaction, Craig A. Rogerson beneficially owns 560,942 shares of Origin Materials, Inc. common stock.

Sentiment

Score: 7

Explanation: The director's decision to receive equity in lieu of cash compensation, even with deferred receipt, generally signals confidence in the company's long-term prospects and aligns their financial interests with those of shareholders. This is a moderately positive indicator.

Positives

• A director elected to receive equity compensation (RSUs) in lieu of cash, aligning their interests with those of shareholders.
• The RSUs are fully vested upon grant, indicating immediate ownership rights, albeit with deferred physical receipt of shares.

Negatives

• No specific negative aspects are detailed in this Form 4 filing, which primarily reports an insider transaction.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

The reporting person has elected to defer the actual receipt of the 33,560 shares to a future, unspecified date, as per a Deferral Election Form.

Management Comments

• These shares represent the shares of Common Stock underlying restricted stock units ('RSUs') that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Amended and Restated Non-Employee Director Compensation Policy, as amended, for the quarter ended December 31, 2025.
• The number of RSUs received in lieu of cash was calculated based on the average closing price per share of Common Stock for the 60 consecutive trading days ending on and including December 31, 2025.
• Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The RSUs are fully vested upon the date of grant. Pursuant to a Deferral Election Form, the Reporting Person elected to defer the receipt of such shares to a future date.

Industry Context

This filing reports a routine insider transaction where a director receives equity compensation. Such practices are common across various industries as a means to align management and director incentives with shareholder value creation.

Comparison to Industry Standards

• Not applicable for an insider transaction report, which details an individual's stock acquisition rather than company performance or project results.

Corporate Governance

Related Party Transactions

• The acquisition of shares by a director as compensation is considered a related party transaction, as it involves a key management personnel and the issuer.

Stakeholder Impact

• Shareholders: May view the director's choice to take equity over cash as a positive sign of commitment and alignment with shareholder value.
• Employees: No direct impact mentioned.

Next Steps

• The actual receipt of the 33,560 shares by Craig A. Rogerson will occur at a future date, as elected by the reporting person.

Key Dates

Keywords

Origin Materials, ORGN, Craig A. Rogerson, Director, Insider Transaction, Form 4, Restricted Stock Units, RSUs, Equity Compensation, Stock Acquisition