Origin Materials (NASDAQ:ORGN) held a special meeting of stockholders on Tuesday, Feb. 17, 2026, via an online platform to vote on two board-backed proposals: an amendment to authorize a reverse stock split within a range of ratios and approval of a share issuance that could exceed 20% of outstanding common stock tied to previously issued convertible notes.
Meeting formalities and quorum
Tony Tripeny, chair of the company’s board of directors, called the meeting to order at 10:30 a.m. Pacific time and opened the polls for voting on all matters presented. Tripeny introduced directors participating virtually—John Bissell, William Harvey, Craig Rogerson, and Jim Stephanou—along with officers Joshua Lee and Matt Plavan. Also present were Kris Amrine of American Election Services, serving as inspector of election, and John McKenna of Cooley LLP, outside legal counsel.
According to the inspector of election, proxies were received for at least 54.12% of the company’s 152,963,100 shares outstanding as of the record date, representing approximately 82,788,171 shares. The company said that level of participation constituted a quorum, allowing the meeting to proceed.
Proposal 1: Reverse stock split amendment approved
The first proposal asked stockholders to approve an amendment to the company’s amended and restated certificate of incorporation to effect a reverse stock split of all outstanding shares of common stock at a ratio to be selected by the board of directors between 1-for-2 and 1-for-50. Tripeny said the decision whether to proceed with the reverse split, along with the final ratio and timing, would be determined at the sole discretion of the board.
Based on the inspector of election’s preliminary report, stockholders approved the reverse split amendment.
Proposal 2: Convertible-note share issuance approved
The second proposal sought approval for the issuance of more than 20% of the company’s issued and outstanding common stock upon conversion of senior secured convertible notes issued to an institutional purchaser. The notes were issued under a securities purchase agreement dated Nov. 13, 2025, as amended on Dec. 22, 2025.
The inspector of election’s preliminary report indicated that stockholders approved the share issuance proposal.
Investor question highlights operational milestones
During the question-and-answer portion of the meeting, the company addressed a question from a shareholder about what “execution milestones” investors should watch to assess whether new equity issuance is “creating real value” rather than simply extending liquidity runway.
Matt Plavan, the company’s chief financial officer and chief operating officer, pointed shareholders to a company press release dated Feb. 12 titled “Origin Materials Announces Organizational Realignment and Business Update.” Plavan said the release outlined steps taken to streamline the organization and reduce costs, and he emphasized the company’s focus on delivering sample caps to “a number of marquee global beverage brands” in the first quarter so those brands can continue acceptance testing as part of their qualification process.
Plavan characterized that effort as a key milestone and described the qualification process as relatively long, involving testing of the cap across brands’ distribution capping mechanisms and processes. He said the company expected to provide “several thousand per brand” in the first quarter for ongoing testing. Plavan added that, as testing is completed, the next phase would be entering into contracts for offtake purchases, which he cited as a primary milestone supporting progress toward commercial production.
Next steps for vote reporting
The polls closed at 10:39 a.m. Pacific time. The company said it expects to report the preliminary voting results, or final results if available on a timely basis, in a Form 8-K to be filed with the Securities and Exchange Commission within four business days after the meeting. If final results are not reported in the initial Form 8-K, the company said it expects to file an amended Form 8-K within four business days after the final results are known.
The meeting concluded following announcement of the preliminary results, and Tripeny adjourned the special meeting.
About Origin Materials (NASDAQ:ORGN)
Origin Materials, Inc is a cleantech company focused on producing sustainable chemicals and materials from renewable biomass rather than fossil feedstocks. The company’s core technology platform converts wood chips and other lignocellulosic feedstocks into a versatile intermediate called CMF (chloromethylfurfural), which can be further processed into a range of building‐block chemicals used in applications such as packaging, coatings and performance fibers. By offering a drop‐in alternative to petrochemical precursors, Origin Materials aims to reduce carbon emissions and environmental impact across multiple industries.
The company operates a demonstration facility in Sarnia, Ontario, where it validates its conversion process at scale and produces sample volumes of bio‐based intermediates.
