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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): December 11, 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 share |  | ORGN |  | The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |  | ORGNW |  | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 11, 2025, the board of directors of Origin Materials, Inc. (the “Company”) amended and restated the Company’s Bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws modified the provisions for determining the presence of a quorum at all meetings of stockholders, except where otherwise provided by statute or by the Company’s Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws, to provide that the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of one-third (1/3) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business, and to provide that where a separate vote by a class or classes or series is required, except where otherwise provided by statute or by the Company’s Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws, the holders of one-third (1/3) of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Prior to the amendment and restatement, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock, class or classes or series entitled to vote constituted a quorum for the transaction of business.
The foregoing brief description of the Amended and Restated Bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws, filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. |  | Description
3.1 |  | Amended and Restated Bylaws of the Company
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.

| O RIGIN M ATERIALS, I NC.
Dated: December 11, 2025 |  |
| By: | /s/ Matt Plavan
|  | Matt Plavan
|  | Chief Financial Officer and Chief Operating Officer