PureCycle (NASDAQ:PCT) closed concurrent public offerings of $287.5 million 4.75% convertible senior notes due 2032 and 19,854,000 common shares, including full exercise of underwriters’ options.
The deal generated approximately $432.5 million in net proceeds, mainly to repurchase 7.25% Green Convertible Notes due 2030 and for general corporate purposes.
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Positive
Net proceeds of approximately $432.5 million raised from concurrent offerings
Issued $287.5 million 4.75% convertible senior notes maturing in 2032
Underwriters fully exercised over-allotment options for notes and common stock
Plans to use about $246.3 million to repurchase $216.0 million 7.25% Green Convertible Notes
Initial conversion price set at about $11.08 per share, around 35% above stock offering price
Negative
Issuance of 19,854,000 new shares creates immediate equity dilution for existing shareholders
New 4.75% convertible senior notes add $287.5 million of unsecured debt
Future conversion of notes could result in additional dilution to common shareholders
Company expects to use only remaining proceeds, after repurchases, for working capital and general corporate purposes
News Market Reaction – PCT
-6.93%
25 alerts
-6.93%Session close to close
-15.3%Trough in 29 hr 59 min
$1.61BMarket Cap
0.3xRel. Volume
In the Jun 16 session, PCT declined 6.93%, reflecting a notable negative market reaction.
Argus tracked a trough of -15.3% from its starting point during tracking.
Our momentum scanner triggered 25 alerts that day, indicating elevated trading interest and price volatility.
The stock moved -6.9% in the session following this news. A negative reaction despite the refinancin...
Analysis
The stock moved -6.9% in the session following this news. A negative reaction despite the refinancing rationale fits the recent pattern where PureCycle’s offerings, including events on June 10–11, 2026, saw average one‑day moves of about -8.75%. Investors often focus on dilution from 19,854,000 new shares and the potential future conversion of $287.5 million of notes at $11.08 per share, even when proceeds are earmarked to retire 7.25% Green Convertible Notes and support general corporate needs.
Key Figures
Convertible notes issued:$287.5 millionCommon shares offered:19,854,000 sharesCoupon rate:4.75% per annum+5 more
8 metrics
Convertible notes issued$287.5 millionAggregate principal amount of 4.75% convertible senior notes due 2032
Common shares offered19,854,000 sharesShares issued in concurrent Stock Offering
Coupon rate4.75% per annumInterest rate on new convertible senior notes due 2032
Net proceeds$432.5 millionAggregate net proceeds from the concurrent Offerings
Conversion price$11.08 per shareInitial conversion price of the new convertible notes
Conversion premium35%Premium of conversion price over the Stock Offering price
Green notes repurchase$216.0 millionPrincipal at maturity of 7.25% Green Convertible Notes to be repurchased
Green notes coupon7.25%Interest rate on existing Green Convertible Senior Notes due 2030
Announced proposed offerings of $250M notes and $145M common stock.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Recent PureCycle equity/convertible offerings have coincided with notably negative one-day moves of about -8.75%, indicating that financing announcements have historically pressured the stock.
Recent Company History
Over recent months, PureCycle has combined operational progress with active balance sheet management. On May 28, 2026, it highlighted ISO 9001:2015 certification, followed by multiple product and partnership announcements in early June. From June 10–11, 2026, the company proposed and then priced concurrent offerings of convertible notes and common stock aimed at repurchasing 7.25% Green Convertible Notes and funding general purposes. Today’s closing of those offerings continues that capital-structure transition theme.
Key Terms
convertible senior notes, over-allotment option, automatically effective shelf registration statement, form s-3, +4 more
8 terms
convertible senior notesfinancial
"public offerings of $287.5 million aggregate principal amount of its 4.75% convertible senior notes due 2032"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
over-allotment optionfinancial
"pursuant to the exercise in full of their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
"pursuant to an automatically effective shelf registration statement on Form S-3"
A registration statement filed with securities regulators that becomes effective immediately upon filing, allowing a company to register a pool of securities in advance and sell some or all later without waiting for additional approval. Think of it like an approved, reusable credit line: it gives management quick, on-demand access to raise money but can dilute existing shareholders and signal changes in capital plans, so investors watch its size and timing closely.
form s-3regulatory
"shelf registration statement on Form S-3 (File No. 333-296672)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplementsregulatory
"The Offerings were made only by means of prospectus supplements and accompanying prospectuses."
A prospectus supplement is an official add-on to a securities prospectus that provides new or updated details about a specific stock, bond, or other offering, such as terms, risks, or financial data. Investors use it like a product label update—checking it tells them what exactly is being offered, any changes from the original plan, and whether the investment's risks, size, or price have shifted, which can affect buy, hold, or sell decisions.
indenturefinancial
"as defined in the indenture governing the notes"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
fundamental changefinancial
"if PureCycle undergoes a “fundamental change” (as defined in the indenture governing the notes)"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
redemption pricefinancial
"at a redemption price equal to 100% of the principal amount of the notes"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
ORLANDO, Fla., June 15, 2026 (GLOBE NEWSWIRE) -- PureCycle Technologies, Inc. (“PureCycle” or the “Company”) (NASDAQ: PCT) today announced the closing of its previously announced public offerings of $287.5 million aggregate principal amount of its 4.75% convertible senior notes due 2032 (the “notes” and, such offering, the “Notes Offering”) and 19,854,000 shares of the Company’s common stock (the “Stock Offering” and, together with the Notes Offering, the “Offerings”), which included $37.5 million aggregate principal amount of notes issued to the underwriters in the Notes Offering pursuant to the exercise in full of their over-allotment option, and 2,283,800 shares of common stock issued to the underwriters in the Stock Offering pursuant to the exercise in full of their option to purchase additional shares of common stock.
Morgan Stanley acted as sole bookrunner for each of the Offerings.
The Offerings were made pursuant to an automatically effective shelf registration statement on Form S-3 (File No. 333-296672), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2026 that became effective upon filing pursuant to Rule 462(e) of the Securities Act of 1933 (the “Securities Act”). The Offerings were made only by means of prospectus supplements and accompanying prospectuses. The final prospectus supplements and accompanying prospectuses relating to the Offerings have been filed with the SEC and are available free of charge on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplements and accompanying prospectuses relating to the Offerings may also be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.
The notes are general unsecured obligations of PureCycle and will accrue interest at a rate of 4.75% per annum, from June 15, 2026. The notes are payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The notes will mature on July 1, 2032, unless earlier converted, redeemed or repurchased.
Holders may convert their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. PureCycle will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at PureCycle’s election. The initial conversion rate is 90.2242 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $11.08 per share of common stock. The initial conversion price represents a premium of approximately 35% above the Offering Price (as defined below) in the Stock Offering. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if PureCycle delivers a notice of redemption, PureCycle will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.
PureCycle may not redeem the notes prior to July 6, 2029. PureCycle may redeem for cash all or any portion of the notes (subject to certain limitations), at PureCycle’s option, on a redemption date on or after July 6, 2029, if the last reported sale price per share of PureCycle’s common stock has been at least 130% of the conversion price then in effect for a specified period of time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date.
On July 8, 2030, or if PureCycle undergoes a “fundamental change” (as defined in the indenture governing the notes), then, subject to certain conditions and exceptions, holders may require PureCycle to repurchase for cash all or any portion of their notes at a specified repurchase date repurchase price or fundamental change repurchase price, as applicable, equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the relevant repurchase date.
The aggregate net proceeds from the Offerings were approximately $432.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company expects to use approximately $246.3 million of net proceeds to repurchase approximately $216.0 million aggregate principal amount at maturity of the Company’s 7.25% Green Convertible Senior Notes due 2030 (the “Green Convertible Notes”) in privately negotiated transactions entered into concurrently with the pricing of the Notes Offering. The Company anticipates that the repurchases of the Green Convertible Notes will settle on or about June 15, 2026. The Company expects to use the remaining net proceeds to repurchase additional Green Convertible Notes from time to time and for working capital and other general corporate purposes.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. This announcement does not constitute an offer to buy, or the solicitation of an offer to sell, any of the Green Convertible Notes.
PureCycle Contact Christian Bruey cbruey@purecycle.com
Investor Relations Contact Eric DeNatale edenatale@purecycle.com
About PureCycle
PureCycle Technologies LLC., a subsidiary of PureCycle Technologies, Inc., holds a global license for the only patented dissolution recycling technology, developed by The Procter & Gamble Company (P&G), that is designed to transform polypropylene plastic waste (designated as #5 plastic) into a continuously renewable resource. The unique purification process removes color, odor, and other impurities from #5 plastic waste resulting in our PureFive® resin that can be recycled and reused multiple times, changing our relationship with plastic.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about PureCycle’s expectations regarding the proposed Offerings, including statements regarding the use of net proceeds from the Offerings. The forward-looking statements are based on the current expectations of the management of PureCycle and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the sections titled “Risk Factors” contained in the final prospectus supplements related to the Offerings.
FAQ
What did PureCycle (NASDAQ:PCT) announce about its June 2026 financing transactions?
PureCycle closed concurrent public offerings of 4.75% convertible senior notes due 2032 and new common stock. According to PureCycle, the transactions generated about $432.5 million in net proceeds, strengthening liquidity for debt repurchases and general corporate purposes.
How large were PureCycle’s June 2026 convertible senior notes and stock offerings (PCT)?
PureCycle issued $287.5 million of 4.75% convertible senior notes due 2032 and 19,854,000 common shares. According to PureCycle, both offerings included full exercise of underwriters’ options for extra notes and shares under an effective shelf registration.
What is the conversion rate and conversion price of PureCycle’s 4.75% notes (PCT)?
The initial conversion rate is 90.2242 shares per $1,000 principal amount, implying a conversion price of about $11.08 per share. According to PureCycle, this conversion price is roughly 35% above the stock offering price used in the concurrent equity sale.
How will PureCycle use the $432.5 million net proceeds from its June 2026 offerings?
PureCycle expects to use about $246.3 million to repurchase approximately $216.0 million principal of 7.25% Green Convertible Notes due 2030. According to PureCycle, remaining proceeds will fund additional Green Note repurchases, working capital, and other general corporate purposes.
When do PureCycle’s new 4.75% convertible senior notes (PCT) pay interest and mature?
The 4.75% convertible notes accrue interest from June 15, 2026 and pay semi-annually on January 1 and July 1, starting January 1, 2027. According to PureCycle, the notes mature on July 1, 2032, unless converted, redeemed, or repurchased earlier.
Can PureCycle redeem the 4.75% convertible senior notes before maturity (PCT)?
PureCycle cannot redeem the notes before July 6, 2029. According to PureCycle, after that date it may redeem for cash if its stock trades at least 130% of the then-current conversion price for a specified period, subject to conditions.
What options do holders of PureCycle’s 4.75% notes (PCT) have to convert or require repurchase?
Holders may convert their notes at any time until shortly before maturity, receiving cash, stock, or both, at PureCycle’s election. According to PureCycle, holders can also require cash repurchase on July 8, 2030 or after certain fundamental changes.
