Form 4: Origin Materials GC Sells Shares for Tax Obligations

Origin Materials' General Counsel, Joshua C. Lee, sold 64,000 shares of common stock in two transactions to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Joshua C. Lee, General Counsel of Origin Materials, Inc. (ORGN), reported two sales of common stock.
• On December 24, 2025, 29,000 shares were sold at a weighted-average price of $0.2279 per share.
• On December 29, 2025, an additional 35,000 shares were sold at a weighted-average price of $0.1975 per share.
• These sales were non-discretionary "sell to cover" transactions, executed solely to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units.
• Following these transactions, Joshua C. Lee beneficially owns 606,884 shares of Origin Materials common stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be a negative signal, the explicit explanation that these were non-discretionary 'sell to cover' transactions for tax purposes mitigates any negative interpretation regarding the insider's confidence in the company. The declining share price during the sales is a minor negative, but not directly attributable to the insider's action.

Positives

• The sales were explicitly stated as non-discretionary, indicating they were not a reflection of the insider's view on the company's future performance but rather a mandatory tax-related event.

Negatives

• The sales represent a reduction in insider ownership, even if for tax purposes.
• The share price for the second transaction ($0.1975) was lower than the first ($0.2279), indicating a declining trend in the stock price during the period of sale.

Future Outlook

NA

Management Comments

• The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted 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

NA

Stakeholder Impact

• Shareholders: The transactions represent a minor reduction in insider ownership. However, given the non-discretionary nature of the sales for tax purposes, it is unlikely to signal a change in management's outlook on the company's future performance. The declining share price during the sales period might be a point of observation for investors.

Key Dates

Recommendation

The filing details routine, non-discretionary insider sales to cover tax obligations related to RSU vesting. This type of transaction is common and generally does not signal a change in the insider's outlook on the company's fundamentals. While the stock price declined between the two sale dates, this filing itself does not provide new information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as the filing does not present a strong buy or sell signal.

Keywords

Origin Materials, ORGN, Insider Trading, Form 4, Stock Sale, Restricted Stock Units, Tax Withholding, Joshua C. Lee, General Counsel