Form 4: Origin Materials GC Sells Shares for Tax

Origin Materials' General Counsel, Joshua C. Lee, sold 3,860 shares of common stock for $0.5641 per share to cover tax obligations from vested performance stock units.

Summary

• Joshua C. Lee, General Counsel of Origin Materials, Inc. (ORGN), reported a sale of 3,860 shares of common stock.
• The transaction occurred on August 21, 2025, at a weighted-average price of $0.5641 per share, with prices ranging from $0.5632 to $0.5665.
• The sale was non-discretionary, executed solely to cover tax withholding obligations associated with the settlement and release of performance stock units.
• The shares sold originated from 9,375 performance stock units granted on November 10, 2021, for which the performance milestone was met on December 22, 2022.
• These performance stock units were fully vested but were not released until settlement on August 19, 2025.
• Following this transaction, Joshua C. Lee beneficially owns 689,084 shares of Origin Materials common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While an insider sale might be perceived negatively, the explicit explanation that it was a non-discretionary 'sell to cover' for tax obligations, following the vesting of performance units (a positive event), mitigates any negative implications. It's a routine compensation-related event.

Positives

• Performance stock units granted to the General Counsel on November 10, 2021, achieved their performance milestone on December 22, 2022, indicating successful achievement of company objectives.
• The full vesting of 9,375 performance stock units demonstrates the company's commitment to its long-term incentive plans and executive compensation.

Negatives

• An insider sale, even for tax purposes, reduces the direct ownership stake of a key executive in the company.

Future Outlook

The filing does not provide a general future outlook for the company, focusing solely on a specific insider transaction related to vested equity.

Management Comments

• The sales represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement and release of performance stock units.
• The sales were to satisfy tax withholding obligations to be funded by a 'sell to cover' transaction and do not represent discretionary transactions by the Reporting Person.

Industry Context

This insider transaction is a routine event related to executive compensation and tax obligations, not directly indicative of broader industry trends or competitive positioning. It reflects the standard process for executives to manage equity compensation.

Stakeholder Impact

• Shareholders: The sale is a routine, non-discretionary transaction for tax purposes and is unlikely to significantly impact shareholder sentiment or the company's operational outlook.
• Employees: The vesting of performance stock units for an executive may signal the company's commitment to its compensation structure and achieving performance milestones.

Key Dates

Recommendation

The reported transaction is a non-discretionary 'sell to cover' by an executive to satisfy tax obligations arising from vested equity awards. This is a routine event and does not reflect a change in the executive's discretionary investment decision or a negative outlook on the company's fundamentals. Therefore, it provides no new information that would warrant a change in investment recommendation.

Keywords

Origin Materials, ORGN, SEC Form 4, Insider Trading, Stock Sale, Performance Stock Units, Executive Compensation, Tax Withholding, Joshua C. Lee