Form 4: Origin Materials Director John Hickox Boosts Stake with RSU Grant

Origin Materials Director John Hickox acquired 38,723 shares of common stock through a restricted stock unit grant in lieu of cash compensation, increasing his beneficial ownership to 874,879 shares.

Summary

• Director John Hickox acquired 38,723 shares of Origin Materials, Inc. common stock.
• The acquisition was through restricted stock units (RSUs) received in lieu of cash compensation for the quarter ended December 31, 2025.
• The number of RSUs received was calculated based on an average closing price of $0.4842 per share over the 60 consecutive trading days ending on and including December 31, 2025.
• The RSUs are fully vested upon the date of grant, which was December 31, 2025.
• Mr. Hickox elected to defer the actual receipt of these shares to a future date.
• Following this transaction, Mr. Hickox beneficially owns 874,879 shares of common stock.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Slightly positive as a director is increasing their equity stake, aligning interests with shareholders, even if it's part of a compensation plan.

Positives

• Director John Hickox elected to receive equity (RSUs) instead of cash compensation, aligning his interests with shareholders.
• The RSUs are fully vested upon grant, indicating immediate beneficial ownership.
• The increase in beneficial ownership by a director demonstrates confidence in the company's future.

Negatives

• The share price used for calculation ($0.4842) is relatively low, which might reflect recent stock performance.

Risks

• The value of the acquired shares is subject to market fluctuations, as the shares are common stock.
• The deferral of share receipt means the director is exposed to potential future price declines before physical possession of the shares.

Future Outlook

The reporting person has elected to defer the actual receipt of the shares underlying the restricted stock units to a future, unspecified date.

Industry Context

Insider transactions, particularly those involving equity compensation, are a common practice in publicly traded companies to align management and director interests with those of shareholders. The use of Rule 10b5-1 plans provides a structured approach for such transactions.

Comparison to Industry Standards

• Receiving equity compensation in lieu of cash is a standard practice for non-employee directors across many industries, including materials and chemicals, as it fosters long-term alignment with shareholder value.
• For instance, companies like DuPont (DD) and LyondellBasell (LYB) frequently utilize similar equity-based compensation structures for their board members, where directors may elect to receive restricted stock units or stock options as part of their annual retainers, often with vesting schedules or deferral options similar to those seen here.

Corporate Governance

Related Party Transactions

• Director John Hickox received 38,723 shares of common stock as restricted stock units in lieu of cash compensation under the company's non-employee director compensation policy.

Stakeholder Impact

• Shareholders: The increase in director's beneficial ownership through equity compensation can be viewed positively as it aligns director interests with long-term shareholder value.

Next Steps

• Future receipt of the deferred shares by the reporting person.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction where a director received restricted stock units as part of their compensation, electing equity over cash. While it shows alignment of interests, it is not a significant open market purchase or sale that would typically warrant a change in investment recommendation. The transaction itself is expected and does not provide new fundamental information to alter the company's valuation or outlook.

Keywords

Origin Materials, ORGN, John Hickox, Director, Insider Trading, Form 4, Restricted Stock Units, RSU, Equity Compensation, 10b5-1 Plan, Beneficial Ownership