In re ORIGIN MATERIALS, INC., SECURITIES LITIGATION

8 UNITED STATES DISTRICT COURT 9 EASTERN DISTRICT OF CALIFORNIA 10 ----oo0oo---- In re ORIGIN MATERIALS, INC., No. 2:23-cv-1816-WBS-JDP SECURITIES LITIGATION 13 CLASS ACTION This Document Relates To: AMENDED MEMORANDUM AND ORDER RE: LEAD PLAINTIFF’S 15 UNOPPOSED MOTION FOR ALL ACTIONS CONSOLIDATED FROM: PRELIMINARY APPROVAL OF 16 SETTLEMENT, PRELIMINARY ANTONIO F. SOTO, individually and APPROVAL OF SETTLEMENT CLASS, on behalf of all others similarly AND APPROVAL TO PROVIDE situated, NOTICE TO THE CLASS Plaintiff, v. ORIGIN MATERIALS, INC., RICHARD J. RILEY, and JOHN BISSELL, Defendants.

24 ----oo0oo---- 25 Plaintiffs brought this securities class action against defendants Origin Materials, Inc., John Bissell, and Richard Riley,1 alleging violations of Sections 10(b) and 20(a) of the 28 1 On February 12, 2025, the court dismissed Richard Riley Securities Exchange Act of 1934 (the “Exchange Act”) (see 15 U.S.C. §§ 78j(b), 78t(a)) and Rule 10b-5 promulgated by the Securities and Exchange Commission (the “SEC”) (17 C.F.R. § 4 240.10b-5) on behalf of the putative class of persons and entities that purchased or otherwise acquired Origin securities between February 23, 2023, and August 9, 2023. (See Docket No. 112-3.) Lead Plaintiff has filed an unopposed motion for preliminary approval of class action settlement, preliminary approval of settlement class, and approval to provide notice to the class. (See Docket No. 111-1.)

11 I. Background and Proposed Settlement 12 This is one of four related cases assigned to the undersigned judge that involve claims under the Securities Exchange Act of 1934 against several of the same defendants based on the same subject matter, namely the development and construction of the Origin 2 plant.

17 Origin, which is headquartered in West Sacramento, California, is a Delaware corporation that specializes in manufacturing sustainable materials. (Docket No. 1 at 2.)

20 Plaintiffs allege that beginning on February 23, 2023, Origin began making or issuing misleading statements both in writing and on earnings calls. (Id. at 6-10.) The materially false or misleading statements centered around Origin’s announcement or a new capital projects plan that involved the construction of two commercial-style plants: Origin 1 and Origin 2. (Id.) According to plaintiffs, Origin continued to release positive updates and as a defendant. (Docket No. 97.)

1 information about the construction timeline for Origin 1 and Origin 2 despite the reality being that both facilities were not on schedule to become operational as expected. (Id. at 10-13.)

4 Plaintiff Antonio F. Soto brought a class action complaint this securities class action against defendants on August 25, 2023. (Docket No. 111-1 at 9.) On October 24, 2023, Todd Frega moved for appointment as Lead Plaintiff for the putative class. (See Docket No. 20.) The court subsequently appointed Todd Frega as Lead Plaintiff and approved his selection of Bernstein Liebhard LLP as Lead Counsel for the proposed class.

11 (Docket Nos. 53, 111-1.)

12 The parties propose settlement terms whereby Origin has agreed to pay a Settlement of $9,000,000.00 in order to resolve all claims in the action. (Docket No. 111-1 at 8.) The parties affirm that the proposed settlement is the result of arm’s-length negotiation by experiences counsel and that the terms proposed represent a “favorable outcome for the proposed Settlement Class.” (Id.) II. Discussion 20 Federal Rule of Civil Procedure 23(e) provides that “the claims, issues, or defenses of a certified class may be settled . . . only with the court’s approval.” Fed. R. Civ. P. 23(e) (cleaned up). This Order is the first step in that process and analyzes only whether the proposed class action settlement deserves preliminary approval. See Murillo v. Pac. Gas & Elec. Co., 266 F.R.D. 468, 473 (E.D. Cal. 2010) (Shubb, J.).

27 Preliminary approval authorizes the parties to give notice to putative class members of the settlement agreement and lays the groundwork for a future fairness hearing, at which the court will hear objections to (1) the treatment of this litigation as a class action and (2) the terms of the settlement.

4 See id.; see also Diaz v. Tr. Territory of Pac. Islands, 876 F.2d 5 1401, 1408 (9th Cir. 1989) (same). The court will reach a final determination as to whether the parties should be allowed to settle the class action on their proposed terms after that hearing.

9 Where the parties reach a settlement agreement prior to class certification, the court must first assess whether a class exists. Staton v. Boeing Co., 327 F.3d 938, 952-53 (9th Cir. 2003). “Such attention is of vital importance, for a court asked to certify a settlement class will lack the opportunity, present when a case is litigated, to adjust the class, informed by the proceedings as they unfold.” Id. (cleaned up). The parties cannot “agree to certify a class that clearly leaves any one requirement unfulfilled.” Murillo, 266 F.R.D. at 473.

18 Consequently, the court cannot blindly rely on the fact that the parties have stipulated that a class exists for purposes of settlement. See Amchem Prods. Inc. v. Windsor, 521 U.S. 591, 621-22 (1997) (“Federal courts, in any case, lack authority to substitute for Rule 23’s certification criteria a standard never adopted -- that if a settlement is ‘fair,’ then certification is proper.”).

25 “Second, the district court must carefully consider ‘whether a proposed settlement is fundamentally fair, adequate, and reasonable,’ recognizing that ‘it is the settlement taken as a whole, rather than the individual component parts, that must be examined for overall fairness . . . .’” Staton, 327 F.3d at 952 (quoting Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998), abrogated on other grounds by Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338 (2011)) (cleaned up).

5 A. Preliminary Class Certification 6 The putative class consists of all persons and entities that purchased Origin Materials’ publicly traded securities on the open market of a U.S. stock exchange during “the class period” from March 7, 2023, to August 9, 2023, and who were allegedly damaged by their purchase. (See Stipulation of Settlement at ¶¶ h, qq (see also Docket No. 111-3 at 7, 14).) To be certified, the putative class must satisfy the requirements of Federal Rules of Civil Procedure 23(a) and 23(b). Leyva v. Medline Indus. Inc., 716 F.3d 510, 512 (9th Cir. 2013).

15 1. Rule 23(a) 16 Rule 23(a) restricts class actions to cases where: “(1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class.” See Fed. R. Civ. P. 23(a).

23 a. Numerosity 24 “Courts have routinely found the numerosity requirement satisfied when the class comprises 40 or more members.” Collins v. Cargill Meat Sols. Corp., 274 F.R.D. 294, 300 (E.D. Cal. 2011) (Wanger, J.). Here, the size of the proposed class is unknown and could contain thousands of members because Origin securities were actively traded on the Nasdaq and purchased by thousands of investors during the class period. A putative class with potentially thousands of with members makes joinder clearly impracticable and more than satisfies the numerosity requirement.

5 b. Commonality 6 Commonality requires that the class members’ claims “depend upon a common contention” that is “capable of classwide resolution -- which means that determination of its truth or falsity will resolve an issue that is central to the validity of each one of the claims in one stroke.” Wal-Mart Stores, 564 U.S. 11 at 350. “All questions of fact and law need not be common to satisfy the rule. The existence of shared legal issues with divergent factual predicates is sufficient, as is a common core of salient facts coupled with disparate legal remedies within the class.” Hanlon, 150 F.3d at 1019-20. “So long as there is ‘even a single common question,’ a would-be class can satisfy the commonality requirement of Rule 23(a)(2).” Wang v. Chinese Daily News, Inc., 737 F.3d 538, 544 (9th Cir. 2013) (quoting Wal-Mart Stores, 564 U.S. at 358-59).

20 Here, the claims implicate common questions of law and fact as to whether defendants’ “alleged misstatements regarding the Origin 2 timeline were false or misleading, whether Defendants acted with the requisite scienter, and whether economic losses were caused by the alleged fraud,” and these lines of inquiry apply equally to all class members. (Docket No. 111-1 at 21.) All class members purchased an Origin Materials publicly traded security during the class period and allegedly suffered damages as a result of their purchase(s). (Id.) As a result, the class members share several common factual questions surrounding the circumstances of their Origin Materials securities purchases during the class period. (Id. at 21—22.)

4 Generally, “challenging a policy common to the class as a whole creates a common question whose answer is apt to drive the resolution of the litigation.” Ontiveros v. Zamora, No. 2:08-cv-567 WBS DAD, 2014 WL 3057506, at *5 (E.D. Cal. July 7, 2014) (cleaned up). Even if individual members of the class will be entitled to different amounts of damages because, for instance, defendant employed them for different amounts of time, “the presence of individual damages cannot, by itself, defeat class certification.” Leyva, 716 F.3d at 514. Accordingly, these common questions of law and fact satisfy the commonality requirement.

15 c. Typicality 16 Typicality requires that plaintiff have claims “reasonably co-extensive with those of absent class members,” but their claims do not have to be “substantially identical.”

19 Hanlon, 150 F.3d at 1019-20. The test for typicality “is whether other members have the same or similar injury, whether the action is based on conduct which is not unique to plaintiff, and whether other class members have been injured by the same course of conduct.” Hanon v. Dataproducts Corp., 976 F.2d 497, 508 (9th Cir. 1992).

25 Lead plaintiff’s claims are typical of other members of the putative class. (Docket No. 111-1 at 22.) Lead plaintiff “purchased the publicly traded Origin securities during the Class Period and claims to have suffered damaged from Defendants’ alleged misstatements.” (Id.) Likewise, all other class members similarly purchased publicly traded securities from Origin Materials between March 7, 2023, and August 9, 2023, and were allegedly subject to damages resulting from the same misstatements about the Origin 2 completion timeline. (Id.) Although the facts might differ for individual class members, the basis for their alleged injuries and the parties purportedly responsible for those injuries are the same. The proposed class therefore meets the typicality requirement.

10 d. Adequacy of Representation 11 To resolve the question of adequacy, the court must consider two factors: (1) whether plaintiff and his counsel have any conflicts of interest with other class members, and (2) whether plaintiff and his counsel will vigorously prosecute the action on behalf of the class. In re Hyundai & Kia Fuel Econ. 16 Litig., 926 F.3d 539, 566-67 (9th Cir. 2019).

17 i. Conflicts of Interest 18 There do not appear to be any conflicts of interest for purposes of preliminary approval. (See Docket No. 111-1 at 23.)

20 Plaintiff’s interests are generally aligned with those of the putative class members, who suffered injuries similar to those suffered by plaintiff. See Amchem, 521 U.S. at 625–26.

23 ii. Vigorous Prosecution 24 The second portion of the adequacy inquiry examines the vigor with which plaintiff and his counsel have pursued the class claims. “Although there are no fixed standards by which ‘vigor’ can be assayed, considerations include competency of counsel and, in the context of a settlement-only class, an assessment of the rationale for not pursuing further litigation.” Hanlon, 150 F.3d 2 at 1021.

3 Here, plaintiff’s counsel appear to be experienced shareholder and securities fraud litigators with class action experience which qualifies them to pursue the interests of the class. (See Docket Nos. 111-4 at 183-223, 111-5 at 225-43.)

7 This background, coupled with the work performed thus far, suggest that plaintiff’s counsel is well-equipped to handle this case. (See id.) Further, plaintiff’s counsel appear to have conducted a thorough factual investigation and thorough legal research and appears to have fully considered the strengths and weaknesses of this case in deciding to accept the terms of the proposed settlement agreement. (See Docket No. 111-1 at 13.)

14 The court finds no reason to doubt that plaintiff’s counsel is well qualified to conduct the proposed litigation and assess the value of the settlement. Accordingly, the court concludes that Rule 23(a)’s adequacy requirement is satisfied for the purpose of preliminary approval.

19 2. Rule 23(a) 20 After fulfilling the threshold requirements of Rule 23(a), the proposed class must satisfy the requirements of one of the three subdivisions of Rule 23(b). Leyva, 716 F.3d at 512.

23 Plaintiff seeks class certification under Rule 23(b)(3), which provides that a class action may be maintained only if (1) “the court finds that questions of law or fact common to class members predominate over questions affecting only individual members” and (2) “that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed. R. Civ. P. 23(b)(3).

2 a. Predominance 3 “The predominance analysis under Rule 23(b)(3) focuses on ‘the relationship between the common and individual issues’ in the case and ‘tests whether proposed classes are sufficiently cohesive to warrant adjudication by representation.’” Wang, 737 F.3d at 545 (quoting Hanlon, 150 F.3d at 1022).

8 Here, the claims brought by the proposed settlement class all arise from defendant’s alleged practices and policies with respect to their employment. The class claims thus demonstrate a “common nucleus of facts and potential legal remedies” that can properly be resolved “in a single adjudication.” See Hanlon, 150 F.3d at 1022-23. Although there are differences in the facts pertaining to individual class members and the amount of injury sustained, such as how long each worked for defendant, there is no indication that those variations are “sufficiently substantive to predominate over the shared claims.” See Murillo, 266 F.R.D. at 476-77 (quoting Hanlon, 150 F.3d at 1022-23). Accordingly, the court finds common questions of law and fact predominate over questions affecting only individual class members.

22 b. Superiority 23 Rule 23(b)(3) sets forth four non-exhaustive factors that courts should consider when examining whether “a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed. R. Civ. P. 23(b)(3). They are: “(A) the class members’ interests in individually controlling the prosecution or defense of separate actions; (B) the extent and nature of any litigation concerning the controversy already begun by or against class members; (C) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; and (D) the likely difficulties in managing a class action.” Id. The parties settled this action prior to certification, making factors (C) and (D) inapplicable. See Murillo, 266 F.R.D. at 8 477.

9 Rule 23(b)(3) is concerned with the “vindication of the rights of groups of people who individually would be without effective strength to bring their opponents into court.” Amchem, 521 U.S. at 616-17. When, as here, the average class members’ individual recovery is likely to be relatively modest, the class members’ interests generally favor certification. Zinser v. Accufix Res. Inst., Inc., 253 F.3d 1180, 1190-91 (9th Cir. 2001).

16 Accordingly, the class action device appears to be the superior method for adjudicating this controversy.

18 3. Rule 23(c)(2) Notice Requirements 19 If the court certifies a class under Rule 23(b)(3), it “must direct to class members the best notice that is practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2)(B). Rule 23(c)(2) governs both the form and content of a proposed notice. See Ravens v. Iftikar, 174 F.R.D. 25 651, 657-58 (N.D. Cal. 1997) (citing Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 172–77 (1974)). Although that notice must be “reasonably certain to inform the absent members of the plaintiff class,” actual notice is not required. Silber v. Mabon, 18 F.3d 1449, 1454-55 (9th Cir. 1994).

2 Plaintiff’s counsel has provided the court with a proposed notice to class members. (See Docket Nos. 111-2, 111- 3.) It explains the proceedings, defines the scope of the class, and explains what the settlement provides and how much each class member can expect to receive in compensation. (See Docket No. 111-3 at 74-80.) Lead Counsel has proposed a four-prong strategy for identifying and giving notice to members of the Settlement Class. (Docket No. 111-1 at 25.)

10 First, Lead Counsel proposes “mailing or emailing (if the Class Member’s email is available) a copy of the Postcard Notice to all potential Settlement Class Members who can reasonably be identified and located.” (Id.) Prospective Class Members will be identified and located “using information provided by Origin’s transfer agent, as well as information provided by third party banks, brokers, and other nominees about their customers who may have eligible purchases.” (Id.) Second, notice will be provided via the publication of the Summary Notice in Investor’s Business Daily, a trade publication where notices of class actions are regularly published. (Id.) Third, Lead Counsel intends to “disseminate the Summary Notice on the internet using PR Newswire.” (Id.) Fourth, the Internet Notice will finally be published both on the Settlement website and on Lead Counsel’s website. (Id.) 25 These notices will further explain the opt-out procedure, the procedure for objecting to the settlement, and the date and location of the final approval hearing. (See Docket No. 111-3 at 95.) In particular, the internet-based notices will contain information describing the nature of the action; defining the class certified; explaining the various claims, issues, and defenses. (Docket No. 111-1 at 26.) The internet notice will further include information explaining the rights of Class Members to enter an appearance at the final Settlement Hearing, or request exclusion from the settlement, and will include instructions for how interested Class Members can exercise their rights. (Id.) And it will include an explanation of “the binding effect a class judgment has on members under Rule 23(c)(3)” (id.); as well as information about the amount of the settlement, anticipated attorneys’ fees, and how the value of individual Class Member settlement awards are calculated, that, in sum, is sufficient to satisfy the separate disclosure requirements mandated under the Private Securities Litigation Reform Act (“PSLRA”), 15 U.S.C. § 78u-4. (Id. at 25-26.)

16 The content of the proposed notice therefore satisfies Rule 23(c)(2)(B). See Churchill Vill., L.L.C. v. Gen. Elec., 361 18 F.3d 566, 575 (9th Cir. 2004) (“Notice is satisfactory if it ‘generally describes the terms of the settlement in sufficient detail to alert those with adverse viewpoints to investigate and to come forward and be heard.’” (quoting Mendoza v. Tucson Sch. Dist. No. 1, 623 F.2d 1338, 1352 (9th Cir. 1980), abrogated on other grounds by Evans v. Jeff D., 475 U.S. 717, 725-26 n.10 (1986))).

25 The parties have selected Strategic Claims Services to serve as the settlement administrator. (Docket No. 111-3 at ¶ 7.) Pursuant to the notice plan, plaintiff’s counsel provides that using addresses where available or email addresses in conjunction with a list of names provided by defendant, the settlement administrator will send the notice via first class U.S. mail or email to all settlement class members. (See Docket No. 111-3 at ¶¶ 7a, 7d.)

5 The court cautions counsel that a single mailed or emailed notice is unlikely to suffice. See Roes 1-2 v. SFBSC Mgmt., LLC, 944 F.3d 1035, 1045–46 (9th Cir. 2019). Similarly, because there are potentially thousands of Class Members, adequate notice will require robust and effective Class Member identification efforts on the part of Lead Counsel and the Settlement Administrator. The court thus advises that class counsel undertake additional measures “reasonably calculated, under all the circumstances,” to apprise all class members of the proposed settlement. See id. at 1046-47.

15 Given these considerations, the court will grant the parties’ notice plan preliminary approval, notwithstanding its concern about the parties’ notice plan as set forth above.

18 B. Preliminary Settlement Approval 19 After determining that the proposed class satisfies the requirements of Rule 23(a) and (b), the court must determine whether the terms of the parties’ settlement appear “fair, adequate, and reasonable.” See Hanlon, 150 F.3d at 1025-26 (citing Fed. R. Civ. P. 23(e)(2)). This process requires the court to “balance a number of factors,” including “the strength of the plaintiff’s case; the risk, expense, complexity, and likely duration of further litigation; the risk of maintaining class action status throughout the trial; the amount offered in settlement; the extent of discovery completed and the stage of the proceedings; the experience and views of counsel; the presence of a governmental participant; and the reaction of the class members to the proposed settlement.” Id. at 1026 (cleaned up).

5 At this preliminary approval stage, the court only needs to determine whether or not the proposed settlement is “within the range of possible approval.” In re Tableware Antitrust Litig., 484 F. Supp. 2d 1078, 1080 (N.D. Cal. 2007) (internal citation and quotations omitted); see In re Wells Fargo & Co. Shareholder Derivative Litig., No. 16-cv-05541-JST, 2019 WL 11 13020734, at *4 (N.D. Cal. May 14, 2019). Courts often begin by examining the process that led to the settlement’s terms to ensure that those terms are “the result of vigorous, arms-length bargaining” and then turn to the substantive terms of the agreement. See Murillo, 266 F.R.D. at 479-80.

16 1. Negotiation of the Settlement Agreement 17 While discovery was ongoing, the parties retained the services of Robert Meyer, Esq., an experienced mediator with JAMS, to explore the possibility of reaching a settlement through mediation. (See Docket No. 111-1 at 13.) That mediation process began on September 22, 2025, with the parties exchanging “confidential mediation statements supported by voluminous exhibits including Origin documents, declarations, and expert analysis.” (Id.) Then, on September 29, 2025, the parties gathered for in-person mediation with Mr. Meyer at JAMS. (Id.) The mediation session was originally scheduled for the full day, but those initial discussions resulted in the parties withdrawing from the process and ending the session early. (Id.) 1 Following the failed mediation attempt, the parties separately returned to litigating the matter while Mr. Meyer worked to engage the parties directly. (Id.) These efforts by Mr. Meyer proved fruitful and on October 10, 2025, the parties “agreed to a settlement in principle to release all claims against Defendants in return for a cash payment of nine million dollars ($9,000,000) for the benefit of the Settlement Class.”

8 (Id. at 13-14.) The parties then negotiated the details of their preliminary agreement and finalized the proposed settlement on October 27, 2025, with the Stipulation of Settlement that they then filed with the court. (Id.) 12 Given the parties’ representation that the settlement reached was the product of arms-length bargaining following thorough informal discovery, the court at this stage does not question that the proposed settlement is the result of informed and non-collusive negotiations between the parties. See La Fleur v. Med. Mgmt. Int’l, Inc., No. 13-cv-00398, 2014 WL 2967475, at *4-5 (C.D. Cal. June 25, 2014). That negotiations during mediation broke down such that the parties both withdrew before they had made it through the first scheduled day adds weight to Lead Counsel’s attestation of the settlement terms being the result of sufficiently adversarial negotiations conducted at arms-length. (See Docket No. 111-1.)

24 2. Amount Recovered and Distribution 25 In determining whether a settlement agreement is substantively fair to the class, the court must balance the value of expected recovery against the value of the settlement offer.

28 See Ontiveros, 2014 WL 3057506, at *14. This inquiry may involve consideration of the uncertainty class members would face if the case were litigated to trial.

3 “In determining whether the amount offered in settlement is fair, the Ninth Circuit has suggested that the Court compare the settlement amount to the parties’ ‘estimates of the maximum amount of damages recoverable in a successful litigation.’” Litty v. Merrill Lynch & Co., No. CV 14-0425, 2015 8 WL 4698475, at *8-9 (C.D. Cal. Apr. 27, 2015) (quoting Glass v. UBS Fin. Servs., Inc., No. C-06-4068, 2007 WL 221862, at *4 (N.D. Cal. Jan. 26, 2007), aff’d, 331 F. App’x 452, 455-56 (9th Cir. 2009)).

12 Plaintiff faced numerous risks in the litigation, including proving all elements of the claims, obtaining and maintaining class certification, establishing liability, and the cost of litigation on these issues. (See Docket No. 111-1 at 18- 19.) Thus, plaintiff’s counsel represents that the settlement and resulting distribution “provides a very favorable recovery” for Class Members. (Id. at 18.)

19 In light of the risks associated with further litigation and the relative strength of defendants’ arguments and defenses, the court finds that the projected value of the settlement is within the range of possible approval such that preliminary approval of the settlement is appropriate. The court further finds the method of determining the amount of recovery for each class member claims to be adequate, as each class member’s individual share of the settlement is proportional to how long he or she worked for defendant.

28 Counsel are cautioned that because this settlement was reached prior to class certification, it will be subject to heightened scrutiny before final approval is granted. See In re Apple Inc. Device Performance Litig., 50 F.4th 769, 782-83 (9th Cir. 2022). The recommendations of plaintiff’s counsel will not be given a presumption of reasonableness, but rather will be subject to close review. See id. The court will particularly scrutinize “any subtle signs that class counsel have allowed pursuit of their own self-interests to infect the negotiations.”

9 See id. 10 3. Attorneys’ Fees 11 If a negotiated class action settlement includes an award of attorneys’ fees, that fee award “must be evaluated in the overall context of the settlement.” Monterrubio v. Best Buy Stores, L.P., 291 F.R.D. 443, 455-56 (E.D. Cal. 2013) (England, J.). “Courts have an independent obligation to ensure that the award, like the settlement itself, is reasonable, even if the parties have already agreed to an amount.” In re Bluetooth Headset Prods. Liab. Litig., 654 F.3d 935, 941 (9th Cir. 2011) (cleaned up).

20 The settlement agreement provides that plaintiff’s counsel will seek a fee award not to exceed 25% of the settlement fund. (See Docket No. 111-1 at 18.) The parties estimate this award to consist of $2,250,000.00 in attorneys’ fees and $250,000.00 in litigation expenses. (Id.) If the court does not approve the fee award in whole or in part, that will not prevent the settlement agreement from becoming effective or be grounds for termination.

28 In deciding the attorneys’ fees motion, the court will have the opportunity to assess whether the requested fee award is reasonable by multiplying a reasonable hourly rate by the number of hours counsel reasonably expended. See In re Bluetooth Headset, 654 F.3d at 941-42. As part of this lodestar calculation, the court may consider factors such as the “level of success” or “results obtained” by plaintiff’s counsel. See id. If the court, in ruling on the fees motion, finds that the amount of the settlement warrants a fee award at a rate lower than what plaintiff’s counsel requests, then it will reduce the award accordingly. The court will therefore not evaluate the fee award at length here in considering whether the settlement is adequate.

12 III. Conclusion 13 IT IS THEREFORE ORDERED that plaintiff’s motion for preliminary certification of a settlement class and preliminary approval of the class action settlement (Docket No. 111-1) be, and the same hereby is, GRANTED.

17 IT IS FURTHER ORDERED THAT: 18 (1) The court certifies the following class for purposes of settlement only: all persons and entities that purchased Origin Materials’ publicly traded securities on the open market of a U.S. stock exchange during “the class period” from March 7, 2023, to August 9, 2023, and who were allegedly damaged by their purchase. (See Stipulation of Settlement at ¶¶ h, qq (see also Docket No. 111-3 at 7, 14).)

25 (2) The court appoints Bernstein Liebhard LLP, as class counsel.

27 (3) The court appoints Lead Plaintiff, Todd Frega, as class representative.

1 (4) The court appoints Strategic Claims Services as settlement administrator to perform such duties as set forth in this order and the settlement agreement. (See Stipulation of Settlement (Docket No. 111-3).)

5 (5) The court approves the class notice and the mailing of the class notice to each settlement class member’s last known address, as specifically described in the settlement agreement, with the addition of appropriate skip tracing and mail forwarding for notices returned as undeliverable. (See Stipulation of Settlement at ¶ 9 (Docket No. 111-3 at 95).)

11 (6) Within 15 days of the issuance of this Order, defendant shall provide the settlement administrator with the class data, as specified in the settlement agreement. (See Stipulation of Settlement (Docket No. 111-3) at ¶ 9.)

15 (7) Within 14 days after funding of the gross settlement amount, the settlement administrator shall mail the class notice in the manner specified in the settlement agreement.

18 (See id.) 19 (8) The Claims Administrator must publish a copy of the Summary Notice in Investor’s Business Daily or www.investors.com, and cause it to be transmitted once over PR Newswire on or before February 18, 2026.

23 (9) Lead Plaintiff must file and serve their motion for final approval of class settlement and Lead Counsel’s motion for attorneys’ fees and litigation expenses, and an award to Lead Plaintiff, and application for approval of the Plan of Allocation on or before April 20, 2026.

28 (10) Any Class Member wishing to participate in the settlement must submit a Proof of Claim form on or before May 4, 2026.

3 (11) Any Class Member wishing to be excluded from the settlement must file their exclusion request in writing on or before May 4, 2026.

6 (12) Any party to this case, including any settlement class member, may be heard in person or by counsel, to the extent allowed by the court, in support of, or in opposition to, the court’s determination of the good faith, fairness, reasonableness, and adequacy of the proposed settlement, the requested attorneys’ fees and costs, the requested class representative enhancement awards, and any order of final approval and judgment regarding such settlement, fees, costs, and payments; provided however, that no person shall be heard in opposition to such matters unless such person has complied with the conditions set forth in the class notice. Any Class Member wishing to enter an appearance at the settlement hearing must file a written notice of appearance with the Clerk of Court and deliver copies of the notice to both Lead Counsel and Defendants’ Counsel on or before May 4, 2026.

21 (13) Any Class Member wishing to file an objection to the proposed Settlement or to Lead Counsel’s motion for attorneys’ fees and litigation expenses must do so by filing a written objection on or before May 4, 2026. Any settlement class member who does not timely submit such a written objection will not be permitted to raise such objection, except for good cause shown, and any settlement class Member who fails to object in the manner prescribed by this order will be deemed to have waived, ee EEE NO OE OSE EEO and will be foreclosed from raising, any such objection 2 (14) Plaintiff may file and serve reply papers, if any, in support of the proposed settlement or other motions for fees or reimbursement on or before May 18, 2026.

5 (15) The final approval hearing will be held on June 8, 2026, at 1:30 p.m., to consider the fairness, adequacy, and reasonableness of the proposed settlement preliminarily approved by this order, and to consider the motion of class counsel for an award of reasonable attorneys’ fees and costs as well as any 10 class representative enhancement award.

11 (16) Pending further order of this court, all | proceedings in this matter except those contemplated herein and 13 in the settlement agreement are STAYED.

14 | Dated: January 7, 2026 tleom ah. A. be—~ 15 WILLIAM B. SHUBB UNITED STATES DISTRICT JUDGE