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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2025
______________________
Origin Materials, Inc.
(Exact name of registrant as specified in its charter)
______________________
Delaware
001-39378
87-1388928
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

930 Riverside Parkway, Suite 10
West Sacramento, CA
95605
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: +1 (916) 231-9329
N/A
(Former Name or Former Address, if Changed Since Last Report)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareORGN
The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareORGNW
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01    Other Events.
On November 25, 2025, United States District Court for the Eastern District of California (the “Court”) preliminarily approved the settlement (“Settlement”) of a stockholder derivative action captioned In re Origin Materials, Inc., Stockholder Derivative Litigation, Consolidated Case No. 2:25-cv-00777-WBS-JDP (the “Action”). Pursuant to the Court’s order granting preliminary approval of the Settlement, Origin Materials, Inc. (the “Company”) is required to publish the Notice of Pendency and Proposed Settlement of Derivative Action (the “Notice”) and Stipulation and Agreement of Settlement (“Stipulation”), attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The Notice and the Stipulation are available for review on the Company’s Investor Relations website at https://investors.originmaterials.com/. As noted in the Stipulation, the defendants deny any liability in connection with the claims alleged in the Action.


Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
99.2
104Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORIGIN MATERIALS, INC.
Dated: December 9, 2025
By:
/S/ Joshua Lee
Joshua Lee
General Counsel, Chief Compliance Officer