Origin Materials Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: +1 (916 ) 231-9329
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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:
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| 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 | ||||||||||||
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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 | ||||||||
| 104 | Cover 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 | ||||||||