PureCycle Announces Pricing of Concurrent Public Offerings of 4.75% Convertible Senior Notes Due 2032 and Common Stock with Aggregate Gross Proceeds of $395.0 Million
PureCycle Announces Pricing of Concurrent Public Offerings of 4.75% Convertible Senior Notes Due 2032 and Common Stock with Aggregate Gross Proceeds of $395.0 Million
PureCycle (Nasdaq:PCT) priced concurrent offerings of $250.0 million 4.75% convertible senior notes due 2032 and 17,661,388 common shares at $8.21, for $395.0 million gross proceeds.
Estimated net proceeds of about $379.1 million will fund repurchases of 7.25% green convertible notes due 2030, with any remainder for working capital and general corporate purposes.
The notes are convertible at an initial price of approximately $11.08 per share, a 35% premium to the stock offering price, and mature July 1, 2032.
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Positive
Raises approximately $379.1 million in estimated net proceeds from combined offerings
Refinances about $216.0 million principal of 7.25% green convertible notes due 2030
New 4.75% convertible notes due 2032 extend debt maturity profile
Conversion price of about $11.08 reflects 35% premium to $8.21 share offer price
Optional underwriter over-allotments could add up to $54.2 million net proceeds
Negative
Issuance of 17,661,388 new common shares creates immediate shareholder dilution
Additional 2,283,800-share over-allotment option may increase potential dilution further
New $250.0 million convertible notes add to overall debt and interest obligations
Repurchase of green notes uses about $246.3 million in cash proceeds
News Market Reaction – PCT
-8.75%1.5x vol
22 alerts
-8.75%Session close to close
-5.3%Trough in 4 hr 34 min
$1.79BMarket Cap
1.5xRel. Volume
In the Jun 11 session, PCT declined 8.75%, reflecting a notable negative market reaction.
Argus tracked a trough of -5.3% from its starting point during tracking.
Our momentum scanner triggered 22 alerts that day, indicating elevated trading interest and price volatility.
Trading volume was above average at 1.5x the daily average, suggesting increased trading activity.
The stock moved -8.8% in the session following this news. A negative reaction despite detailed fundi...
Analysis
The stock moved -8.8% in the session following this news. A negative reaction despite detailed funding plans fits a pattern where the stock sometimes sold off on significant news, as seen after items with positive fundamentals that still coincided with declines. This announcement adds new equity and convertible supply while refinancing 7.25% notes, which can raise dilution and leverage concerns. With shares already trading about 43.09% below the 52-week high, further weakness could reflect investors reassessing capital structure risk rather than the recycling technology story itself.
Key Figures
Convertible notes size:$250.0 millionCoupon rate:4.75%Shares offered:17,661,388 shares+5 more
8 metrics
Convertible notes size$250.0 millionAggregate principal amount of 4.75% convertible senior notes due 2032
Coupon rate4.75%Interest rate on convertible senior notes due 2032
Closure offering for contact-sensitive uses using PureFive Ultra recycled polypropylene.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Recent news has mostly been positive, with mixed price reactions: three positive items saw gains while two other seemingly positive partnership updates coincided with selloffs.
Recent Company History
Over the past few weeks, PureCycle has announced multiple operational and commercial milestones, including partnerships on films and caps using PureFive® recycled polypropylene, ISO 9001:2015 certification at its Ironton facility, and admission of its Thailand project to the FastPass Investment Acceleration Program, tied to a roadmap toward 2030 capacity goals. These updates were generally constructive, yet price reactions have been inconsistent, with some positive news days seeing declines. Today’s financing-focused announcement contrasts with those growth and partnership themes.
Key Terms
convertible senior notes, over-allotments, indenture, fundamental change, +4 more
8 terms
convertible senior notesfinancial
"its 4.75% convertible senior notes due 2032 (the “notes” and such offering,"
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-allotmentsfinancial
"option to purchase up to an additional $37.5 million... solely to cover over-allotments,"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
indentureregulatory
"a “fundamental change” (as defined in the indenture governing the notes), then,"
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 changeregulatory
"On July 8, 2030, or if PureCycle undergoes a “fundamental change” (as defined"
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.
shelf registration statementregulatory
"pursuant to an automatically effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3regulatory
"shelf registration statement on Form S-3 (File No. 333-296672), previously filed"
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.
rule 462(e)regulatory
"that became effective upon filing pursuant to Rule 462(e) of the Securities Act"
Rule 462(e) is an SEC provision that lets a company register additional securities quickly by referencing an earlier, already-effective registration statement instead of repeating all the paperwork. For investors, it matters because it allows issuers to expand an offering or add shares on short notice—like adding more seats to a sold-out flight—so it can change supply and potentially affect share price and dilution without a separate, time-consuming filing process.
prospectus supplementsregulatory
"The Offerings are being made only by means of prospectus supplements and accompanying"
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.
ORLANDO, June 11, 2026 (GLOBE NEWSWIRE) -- PureCycle Technologies, Inc. (“PureCycle” or “we,” “our” or “us”) (Nasdaq: PCT) today announced the pricing of its previously announced underwritten public offerings of $250.0 million aggregate principal amount of its 4.75% convertible senior notes due 2032 (the “notes” and such offering, the “Notes Offering”), and, concurrently, 17,661,388 shares of its common stock, par value $0.001 per share (the “common stock”; such offering, the “Common Stock Offering” and, together with the Notes Offering, the “Offerings”), at a public offering price of $8.21 per share, for aggregate gross proceeds of $395.0 million. In addition, PureCycle has granted (i) the underwriters in the Notes Offering a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of notes, solely to cover over-allotments, and (ii) the underwriters in the Common Stock Offering a 30-day option to purchase up to an additional 2,283,800 shares of common stock.
Subject to the satisfaction of customary closing conditions, the Offerings are expected to close on or about June 15, 2026. Neither the closing of the Notes Offering nor the closing of the Common Stock Offering is conditioned upon the closing of the other offering.
PureCycle estimates that the net proceeds from the Notes Offering will be approximately $242.0 million (or approximately $278.3 million if the underwriters of the Notes Offering exercise their over-allotment option in full), after deducting underwriting discounts and commissions and PureCycle’s estimated offering expenses. PureCycle estimates that the net proceeds from the Common Stock Offering will be approximately $137.1 million (or approximately $154.9 million if the underwriters of the Common Stock Offering exercise their option to purchase additional shares in full), after deducting underwriting discounts and commissions and PureCycle’s estimated offering expenses.
PureCycle expects to use the net proceeds from the Notes Offering, together with the net proceeds from the Common Stock Offering, (i) to pay the approximately $246.3 million cost of repurchasing for cash approximately $216.0 million in aggregate principal amount at maturity of PureCycle’s outstanding 7.25% green convertible notes due 2030 (the “Green Convertible Notes”) in privately negotiated transactions, (ii) to repurchase additional Green Convertible Notes from time to time, and (iii) for working capital and other general corporate purposes.
The notes will be general unsecured obligations of PureCycle and will accrue interest at a rate of 4.75% per annum, from June 15, 2026. The notes will be 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 repurchased, redeemed or converted.
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 common stock or a combination of cash and shares of 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 35.0% to the public offering price per share of common stock in the Common Stock Offering. The conversion rate will be subject to adjustment in some 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 the 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.
Morgan Stanley is acting as sole bookrunner for each of the Offerings. Cantor is acting as co-manager for each of the Offerings.
The Offerings are being 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 are being made only by means of prospectus supplements and accompanying prospectuses. The preliminary prospectus supplements, the final prospectus supplements and accompanying prospectuses relating to the Offerings have been or will be filed with the SEC and are or will be 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, when available, from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities in the Offerings, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
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 expected net proceeds from the Offerings and the use of such proceeds and PureCycle’s expectation that it will complete the proposed 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 (PCT) announce in its June 11, 2026 equity and debt offerings?
PureCycle announced concurrent offerings of $250.0 million 4.75% convertible senior notes due 2032 and 17,661,388 common shares at $8.21. According to PureCycle, total gross proceeds are expected to be $395.0 million before underwriting discounts and estimated offering expenses.
What are the key terms of PureCycle’s 4.75% convertible senior notes due 2032 (PCT)?
PureCycle’s notes pay 4.75% interest, maturing July 1, 2032, with semi-annual payments starting January 1, 2027. According to PureCycle, the initial conversion rate is 90.2242 shares per $1,000 principal, implying an initial conversion price of about $11.08 per share.
How will PureCycle (PCT) use the proceeds from its 2026 convertible notes and stock offerings?
PureCycle plans to use net proceeds to pay about $246.3 million to repurchase roughly $216.0 million principal of 7.25% green convertible notes due 2030. According to PureCycle, remaining funds may repurchase additional green notes and support working capital and general corporate purposes.
What is the conversion premium for PureCycle’s 4.75% convertible notes (PCT) over the stock offering price?
The initial conversion price of approximately $11.08 per share represents a 35.0% premium to the $8.21 common stock offering price. According to PureCycle, the conversion rate may be adjusted for certain events and increased in specific corporate or redemption circumstances.
When can PureCycle (PCT) redeem the 4.75% convertible notes, and at what conditions?
PureCycle may not redeem the notes before July 6, 2029. According to PureCycle, after that date it may redeem for cash if the stock trades at least 130% of the then-effective conversion price for a specified period, at 100% principal plus accrued interest.
What rights do PureCycle (PCT) noteholders have to require repurchase before 2032 maturity?
Noteholders may require PureCycle to repurchase their notes for cash on July 8, 2030, or after a defined fundamental change. According to PureCycle, the repurchase price equals 100% of principal plus accrued and unpaid interest to the relevant repurchase date.
How might PureCycle’s 2026 stock and convertible note offerings affect existing PCT shareholders?
The issuance of 17,661,388 new shares, plus any over-allotment shares, increases PureCycle’s share count and dilutes existing ownership. According to PureCycle, future note conversions could further expand the share base, depending on settlement elections and market conditions.
