[10-Q] PureCycle Technologies, Inc. Quarterly Earnings Report
Rhea-AI Filing Summary
PureCycle Technologies, Inc. reported Q1 2026 results showing growing revenue but a much larger bottom-line loss. Revenue rose to $4.1 million from $1.6 million a year earlier as operations ramped.
Operating costs remained heavy, leading to an operating loss of $41.8 million versus $37.7 million in Q1 2025. After interest expense and a smaller non‑cash gain from warrant revaluation, the company recorded a net loss of $33.4 million, compared with net income of $8.8 million last year. Basic and diluted loss per share were $0.21, reversing prior earnings of $0.05 per share.
Cash and cash equivalents plus restricted cash declined to $100.1 million from $168.0 million at year‑end 2025, driven by net cash used in operating activities of $42.7 million and additional investing outflows. Total assets were $886.0 million, including $660.3 million of property, plant and equipment for its polypropylene recycling facilities, while long‑term debt and related party bonds totaled over $400 million in aggregate principal.
Positive
- None.
Negative
- None.
Insights
PureCycle is burning cash as it ramps assets, with losses driven by heavy fixed costs and complex financing.
PureCycle Technologies is transitioning from development to early operations, with Q1 2026 revenue of $4.1 million still small relative to an operating cost base of $45.9 million. The core recycling assets are substantial, with property, plant and equipment of $660.3 million, and construction in progress of $272.7 million, underscoring a capital‑intensive build‑out.
Net loss of $33.4 million contrasts with prior‑year income of $8.8 million, largely because Q1 2025 benefited from a much larger non‑cash gain on warrant liabilities. In Q1 2026, the fair‑value gain from warrants was $23.0 million, still significant but lower than the $56.7 million recognized a year earlier, while cash interest on convertible notes, revenue bonds and preferred stock continued to accumulate.
From a balance‑sheet perspective, cash and restricted cash fell to $100.1 million after $42.7 million operating cash outflows and $20.7 million investing outflows in the quarter. Mezzanine Series B preferred stock of $310.0 million, the Series A preferred liability of $33.3 million, and long‑dated debt including $250.0 million of 7.25% Green Convertible Notes and revenue bonds concentrate the capital structure in fixed‑income obligations. The investment case will hinge on how quickly new facilities, including the Thailand and Ironton plants, can scale revenue and margin to cover interest and fixed costs.
Key Figures
Key Terms
Green Convertible Notes financial
Series B Convertible Perpetual Preferred Stock financial
Revenue Bonds financial
available-for-sale investments financial
warrant liability financial
Put Option liability financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________to ________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 4, 2026, there were approximately
PureCycle Technologies, Inc.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Item 1. Financial Statements. |
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Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 |
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Condensed Consolidated Statements of Comprehensive (Loss)/Income for the Three Months Ended March 31, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025 (Unaudited) |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
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Item 4. Controls and Procedures. |
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PART II - OTHER INFORMATION |
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Item 1. Legal Proceedings. |
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Item 1A. Risk Factors. |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
41 |
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Item 5. Other Information. |
42 |
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Item 6. Exhibits. |
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SIGNATURES |
45 |
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
PureCycle Technologies, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per share data) |
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March 31, 2026 |
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December 31, 2025 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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Debt securities available for sale |
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Restricted cash – current |
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Accounts receivable, net |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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NONCURRENT ASSETS |
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Restricted cash – noncurrent |
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Operating lease right-of-use assets |
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Property, plant and equipment, net |
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Prepaid expenses and other noncurrent assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Accrued interest |
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Current portion of warrant liability |
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Current portion of long-term debt |
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Current portion of related party bonds payable |
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Total current liabilities |
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NONCURRENT LIABILITIES |
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Deferred revenue |
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Long-term debt, less current portion |
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Related party bonds payable, less current portion |
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Warrant liability, less current portion |
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Operating lease right-of-use liabilities |
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Series A Preferred Stock liability |
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Other noncurrent liabilities |
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TOTAL LIABILITIES |
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MEZZANINE EQUITY |
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Series B Convertible Perpetual Preferred Stock - $ |
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STOCKHOLDERS' EQUITY |
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Common Stock - $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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TOTAL STOCKHOLDERS' EQUITY |
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TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PureCycle Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
(Unaudited)
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Three Months Ended March 31, |
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(in thousands, except per share data) |
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2026 |
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2025 |
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Revenues |
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$ |
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$ |
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Operating expenses |
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Cost of operations |
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Research and development |
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Selling, general and administrative |
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Total operating costs and expenses |
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Operating loss |
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Other expense/(income) |
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Interest expense |
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Interest income |
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Change in fair value of warrants |
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Other expense/(income), net |
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Total other income |
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Net (loss)/income |
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$ |
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$ |
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(Loss)/earnings per share |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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Weighted average common shares |
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Basic |
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Diluted |
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Other comprehensive (loss)/income |
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Cumulative translation adjustment |
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$ |
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$ |
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Unrealized loss on debt securities available for sale |
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( |
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Total comprehensive (loss)/income |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PureCycle Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(Unaudited)
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For the Three Months Ended March 31, 2026 |
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Mezzanine Equity |
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Stockholders' Equity |
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Series B Convertible Perpetual Preferred Stock |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Other Comprehensive Loss |
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Accumulated Deficit |
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Total Stockholders' Equity |
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(in thousands) |
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Shares |
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Amount |
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Shares |
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Amount |
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Balance, December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Accrued dividends on Series B |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Redemption of Series B Convertible |
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— |
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( |
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— |
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— |
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— |
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Warrants exercised |
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— |
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— |
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— |
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— |
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— |
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Share repurchase |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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( |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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Unrealized loss on available for sale |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Cumulative translation adjustment |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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Balance, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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For the Three Months Ended March 31, 2025 |
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Mezzanine Equity |
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Stockholders' Equity |
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Series B Convertible Perpetual Preferred Stock |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Other Comprehensive Income/(Loss) |
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Accumulated Deficit |
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Total Stockholders' Equity |
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(in thousands) |
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Shares |
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Amount |
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Shares |
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Amount |
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Balance, December 31, 2024 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Issuance of Common Stock |
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— |
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— |
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— |
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— |
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Warrants exercised |
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— |
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— |
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— |
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— |
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Share repurchase |
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— |
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— |
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( |
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— |
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( |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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Cumulative translation adjustment |
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— |
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— |
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— |
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( |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, March 31, 2025 |
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— |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
PureCycle Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended March 31, |
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(in thousands) |
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2026 |
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2025 |
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Cash flows from operating activities |
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Net (loss)/income |
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$ |
( |
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$ |
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Adjustments to reconcile net (loss)/income to net cash used in |
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Equity-based compensation |
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Change in fair value of warrants |
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Change in fair value of put option |
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Depreciation expense |
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Amortization of debt issuance costs and debt discounts |
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Operating lease amortization expense |
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Changes in operating assets and liabilities |
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Accounts receivable, net |
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Inventory |
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Prepaid expenses and other current assets |
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Prepaid expenses and other noncurrent assets |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Accrued interest |
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Operating lease right-of-use liabilities |
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Net cash used in operating activities |
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Cash flows from investing activities |
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Purchase of property, plant and equipment |
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Purchase of debt securities, available for sale |
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Sale and maturity of debt securities, available for sale |
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Net cash used in investing activities |
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Cash flows from financing activities |
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Proceeds from issuance of Common Stock |
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Proceeds from issuance of revenue bonds to third parties |
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Proceeds from exercise and issuance of warrants |
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Payments on equipment financing |
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Payments to repurchase shares |
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Other financing activities |
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Net cash (used in)/provided by financing activities |
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|
Net decrease in cash and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Operating activities |
|
|
|
|
|
|
||
Interest paid during the period, net of capitalized interest |
|
$ |
|
|
$ |
|
||
Non-cash investing activities |
|
|
|
|
|
|
||
Additions to property, plant, and equipment in accounts payable and accrued expenses |
|
|
|
|
|
|
||
Non-cash financing activities |
|
|
|
|
|
|
||
PIK dividends on Series B Convertible Perpetual Preferred Stock |
|
|
|
|
|
|
||
PIK interest on Series A Preferred Stock |
|
|
|
|
|
|
||
Reconciliation of cash and cash equivalents and restricted cash reported in the consolidated balance sheets |
|
|||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash - current |
|
|
|
|
|
|
||
Restricted cash - noncurrent |
|
|
|
|
|
|
||
Total cash and cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION
PureCycle Technologies, Inc. (together with its wholly-owned subsidiaries, "PCT" or the "Company") is a Florida-based corporation focused on commercializing a patented dissolution recycling technology for polypropylene that physically separates the polymer from other plastics, colors, odors and impurities (the “Technology”). The Technology was originally developed by The Procter & Gamble Company (“P&G”) and is designed to restore recycled polypropylene waste into like-new resin pellets, called PureFive® resin. PureFive® resin has similar properties and applicability for reuse as virgin polypropylene.
The process includes the following steps:
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The condensed consolidated financial statements are presented in United States ("U.S.") Dollars. Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted in the U.S. (“U.S. GAAP”). Intercompany balances and transactions were eliminated upon consolidation. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented.
The unaudited condensed consolidated financial statements should be read in conjunction with the information contained in the Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2026.
Reclassifications
Certain amounts in prior periods have been reclassified to conform with the current year presentation, including the reclassification of spare parts to inventory as discussed below.
7
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Restricted Cash
Cash pledged as collateral for future capital purchases and leased properties is deemed restricted and included within this definition. Restricted cash that is expected to be spent or released from restriction
Concentration of Revenue and Accounts Receivable
Two customers generated
Inventory
Production inventories are valued at the lower of cost or net realizable value and include raw materials, work-in-process, and finished goods inventory. The Company’s inventories are valued under the average cost method. As the Company has not generated material recurring sales and is in the early stages of operations, net realizable value is estimated based on anticipated selling prices. Commencing on January 1, 2026, the Company records spare parts for plant maintenance as inventory and expenses when utilized. Spare parts were previously included in prepaid expenses and other current assets. The prior year balance was reclassified to conform with the current year presentation. The Company chose to reclassify spare parts to inventory to more closely align with the use of spare parts in the production process to reflect the more substantive production levels of the Company as it continues to evolve from a development-stage entity.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses for the period presented. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from these estimates.
Segment Information
Under Accounting Standards Codification ("ASC") 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. Therefore, the Company's , who is also the CODM, makes decisions and manages the Company's operations as a operating segment, which encompasses integrated business activities related to the recycling of polypropylene into resin pellets. To date, the Company has limited operations and measures performance on a consolidated basis.
Fair Value of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest
8
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
The Company records cash and cash equivalents, restricted cash, accounts receivable and accounts payable at cost, which approximates fair value due to their short-term nature or stated rates. The Company records debt at cost less any discounts and issuance costs.
Recently Adopted Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments in this update establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. A grant related to an asset is a government grant, or part of a government grant, that is conditioned on the purchase, construction, or acquisition of an asset (for example, a long-lived asset or inventory). A grant related to income is a government grant, or part of a government grant, other than a grant related to an asset (for example, a grant that reimburses a business entity for operating expenses). The amendments in this update require that a government grant received by a business entity should not be recognized until it is probable that (a) a business entity will comply with the conditions attached to the grant and (b) the grant will be received, and the business entity meets the recognition guidance for a grant related to an asset or a grant related to income. The amendments to this update are effective for fiscal years beginning after December 15, 2028 and interim periods within those reporting periods. The Company adopted this guidance on January 1, 2026 and elected to utilize the cost accumulation approach to account for grants related to an asset. The adoption of this guidance did not impact the Company's financial statements.
In November 2024, the FASB issued ASU No. 2024-04, Debt – Debt with Conversion and Other Options: Induced Conversions of Convertible Debt Instruments, which improves the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt-Debt with Conversion and Other Options. Specifically, the guidance is intended to clarify how to determine whether a settlement of convertible debt (particularly cash convertible instruments) at terms that differ from the original conversion terms should be accounted for under the induced conversion or extinguishment guidance. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted this guidance on January 1, 2026 and it will be applied to debt conversions if they occur.
9
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Recently Issued Accounting Pronouncements
In April 2026, the FASB issued ASU No. 2026-01, Equity (Topic 505) - Initial Measurement of Paid-in-Kind Dividends on Equity- Classified Preferred Stock to provide authoritative guidance on how an issuer should initially measure paid-in-kind ("PIK") dividends on equity-classified preferred stock. The amendments do not affect an entity's determination of when to recognize PIK dividends. The amendments in this update require that PIK dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate 2 stated in the preferred stock agreement. For example, if the preferred stock agreement specifies that PIK dividends are calculated by multiplying the PIK dividend rate by the liquidation value of the preferred stock outstanding, an entity should initially measure the PIK dividend at that amount. The liquidation value (or liquidation preference) of the preferred stock is typically defined by the preferred stock agreement and specifies the value of the preferred stock upon the occurrence of a liquidation event (such as the entity becoming insolvent). When preferred stock is not issued at a discount or premium, the liquidation value upon initial issuance is typically the same as the original issuance price of the preferred stock. The amendments to this update are effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods. The Company is currently evaluating the impact that the updated standard will have on its financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements to address suggestions received from stakeholders on Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make it easier to understand and apply. The amendments to this update are effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods. The Company is currently evaluating the impact that the updated standard will have on its financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow - Scope Improvements. The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The amendments to this update are effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods. The Company is currently evaluating the impact that the updated standard will have on its financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments to this update are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption of this update is permitted. The Company does not expect this guidance to have a material impact on its financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Disaggregation Disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This guidance requires more detailed disclosure about the types of expenses presented within the expense captions of the financial statements. Specifically, disclosure of purchases of inventory, employee compensation, depreciation, and intangible asset amortization are required on both an interim and annual basis. In addition, a qualitative description of remaining amounts in relevant expense captions that have not separately been disaggregated will be required on an interim and annual basis. On an annual basis, disclosure of an entity’s definition of selling expenses and the amount of selling expenses is required. The amendments to these updates are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption of these updates is permitted. The Company is currently evaluating the impact that the updated standard will have on its financial statements.
10
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company identifies and discloses transactions with related parties in accordance with ASC 850, Related Party Disclosures. The Company's related party transactions are primarily related to financing activities.
The Company’s condensed consolidated financial statements reflect transactions with certain principal owners of PCT and their affiliates, including Sylebra Capital Management (“Sylebra”), Samlyn Capital, LLC (“Samlyn”), Pure Plastic LLC (“Pure Plastic”), and Longview Asset Management LLC (“Longview”), which is Pure Crown LLC's investment advisor and has sole beneficial ownership of the Common Stock previously reported by Pure Crown LLC. The Company's condensed consolidated financial statements also reflect transactions with companies affiliated with PCT, including Glockner Family Venture Fund LP, Glockner Enterprises, and Glockner Oil (collectively, "Glockner"), as well as Milliken & Company ("Milliken").
PCT currently has a $
The table below summarizes the related party balances and transactions reflected in the condensed consolidated financial statements as of March 31, 2026 and December 31, 2025:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||||||||||||||||||
|
|
Sylebra |
|
|
Samlyn |
|
|
Pure Plastic |
|
|
Longview |
|
|
Glockner |
|
|
Sylebra |
|
|
Samlyn |
|
|
Pure Plastic |
|
|
Longview |
|
|
Glockner |
|
||||||||||
Debt Instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Related Party Bonds Payable |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock and warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Series A Preferred Stock |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||||
Series B Convertible Perpetual |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||||||
Series A Warrants (Note 13) |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||||||
Series B Warrants (Note 13) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Series C Warrants (Note 13) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||||
NOTE 4 - AVAILABLE-FOR-SALE INVESTMENTS
The Company classified its investments in debt securities as available-for-sale. Debt securities available-for-sale were comprised of highly-liquid investments with minimum “A” rated securities and, as of March 31, 2026 and December 31, 2025, consisted of corporate entity debt securities. The debt securities are reported at fair value with unrealized gains or losses recorded in accumulated other comprehensive loss in the Condensed Consolidated Statements of Comprehensive (Loss)/Income.
The following tables represent the Company’s available-for-sale investments due within one year by major security type as of March 31, 2026 and December 31, 2025:
|
|
March 31, 2026 |
|
|||||||||
(in thousands) |
|
Amortized Cost |
|
|
Gross Unrealized Losses |
|
|
Total Fair Value |
|
|||
Corporate Debt Securities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
11
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
|
|
December 31, 2025 |
|
|||||||||
(in thousands) |
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Total Fair Value |
|
|||
Corporate Debt Securities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company reviews available-for-sale investments for impairment loss periodically. During the three months ended March 31, 2026, the Company did
NOTE 5 - INVENTORY
The Company's inventory is comprised of the following:
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Spare parts and other |
|
|
|
|
|
|
||
Total inventory |
|
$ |
|
|
$ |
|
||
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT
Presented in the table below are the major classes of property, plant and equipment by category as of the below dates:
(dollars in thousands) |
|
Estimated Useful Life (Years) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Buildings |
|
|
$ |
|
|
$ |
|
|||
Machinery and equipment |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
|
|
|
|
|
|
|||
Fixtures and furnishings |
|
|
|
|
|
|
|
|||
Land improvements |
|
|
|
|
|
|
|
|||
Land |
|
|
|
|
|
|
|
|||
Construction in progress |
|
N/A |
|
|
|
|
|
|
||
Total property, plant and equipment at cost |
|
|
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
|
|
( |
) |
|
|
( |
) |
Property, plant, and equipment, net |
|
|
|
$ |
|
|
$ |
|
||
Depreciation expense is recorded in the Condensed Consolidated Statements of Comprehensive (Loss)/Income as follows:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cost of operations |
|
$ |
|
|
$ |
|
||
Research and development |
|
|
|
|
|
|
||
Selling, general and administrative |
|
|
|
|
|
|
||
Total depreciation expense |
|
$ |
|
|
$ |
|
||
12
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
NOTE 7 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The Company's accrued expenses and other current liabilities are comprised of the following:
|
|
|
|
|
|
|
||
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Accrued purchases |
|
$ |
|
|
$ |
|
||
Accrued lease obligations |
|
|
|
|
|
|
||
Employee-related costs |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
NOTE 8 – LONG-TERM DEBT AND BONDS PAYABLE
The Company’s debt balances, including related party debt, consist of the following at March 31, 2026 and December 31, 2025:
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Long-term Debt |
|
|
|
|
|
|
||
Green Convertible Notes, interest at |
|
$ |
|
|
$ |
|
||
Revenue Bonds, interest at |
|
|
|
|
|
|
||
Other debt |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: Original issue discount and debt issuance costs classified |
|
|
( |
) |
|
|
( |
) |
Less: Current portion |
|
|
( |
) |
|
|
( |
) |
Long-term debt, less current portion |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Related Party Bonds Payable |
|
|
|
|
|
|
||
Revenue Bonds due to related party, interest rates between |
|
|
|
|
|
|
||
Less: Original issue discount and debt issuance costs classified |
|
|
( |
) |
|
|
( |
) |
Less: Current portion |
|
|
( |
) |
|
|
( |
) |
Related party debt, less current portion |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Sylebra Line of Credit, $ |
|
$ |
|
|
$ |
|
||
Green Convertible Notes
On August 24, 2023, the Company issued $
13
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Holders of the Green Convertible Notes may convert all or any portion of their Green Convertible Notes at their option at any time prior to maturity at an initial conversion rate of
Holders may require the Company to repurchase for cash all or any portion of their Green Convertible Notes on August 15, 2027 at a redemption piece equal to
The Indenture, dated August 24, 2023 (the “Indenture”), with U.S. Bank Trust Company, National Association, as trustee, governing the Green Convertible Notes includes customary covenants and events of default, after which the Green Convertible Notes may be declared immediately due and payable. As of March 31, 2026, the Company was in compliance with all covenants under the Indenture.
The following provides a summary of the interest expense of the Company's Green Convertible Notes:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except interest rate) |
|
2026 |
|
|
2025 |
|
||
Contractual interest expense |
|
$ |
|
|
$ |
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Amortization of original issue discount |
|
|
|
|
|
|
||
Effective interest rate |
|
|
% |
|
|
% |
||
The following provides a summary of balances related to the Company's Green Convertible Notes included in the Condensed Consolidated Balance Sheets:
(in thousands) |
|
|
|
March 31, |
|
|
December 31, |
|
||
Unamortized deferred financing costs and deferred issuance costs |
|
$ |
|
|
$ |
|
||||
Net carrying amount |
|
|
|
|
|
|
|
|
||
Revenue Bonds
In October 2020, the Southern Ohio Port Authority (“SOPA”) issued Revenue Bonds (as defined below) pursuant to an Indenture of Trust dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture of Trust”), between SOPA and UMB Bank, N.A., as trustee, and loaned the proceeds from the Revenue Bond sale to PureCycle: Ohio LLC (“PCO”), an Ohio limited liability company and indirect wholly-owned subsidiary of the Company, pursuant to a Loan Agreement dated as of October 1, 2020, between SOPA and PCO (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). The proceeds are to be used, among other things, to acquire, construct and equip a portion of the Company's first commercial-scale recycling facility in Lawrence County, Ohio (the "Ironton Facility"). Capitalized terms used but not defined have the meanings set forth in the Indenture of Trust or the Loan Agreement.
14
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
The Revenue Bonds were offered in
Bond Series |
|
Term |
|
Principal Amount |
|
|
Outstanding as of March 31, 2026 |
|
|
Interest Rate |
|
|
Maturity Date |
|||
2020A |
|
A1 |
|
$ |
|
|
$ |
|
|
|
% |
|
||||
2020A |
|
A2 |
|
|
|
|
|
|
|
|
% |
|
||||
2020A |
|
A3 |
|
|
|
|
|
|
|
|
% |
|
||||
2020B |
|
B1 |
|
|
|
|
|
|
|
|
% |
|
||||
2020B |
|
B2 |
|
|
|
|
|
|
|
|
% |
|
||||
2020C |
|
C1 |
|
|
|
|
|
|
|
|
% |
|
||||
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|||
In March 2024, PureCycle Technologies LLC ("PCT LLC"), a subsidiary of the Company, purchased
During the three months ended March 31, 2026, the Company did
As of March 31, 2026, there were $
The Revenue Bonds are recorded within long-term debt (current and noncurrent) and related party bonds payable (current and noncurrent) in the Condensed Consolidated Balance Sheets. The Company incurred $
The following provides a summary of the Company's Revenue Bonds:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Amortization of deferred financing costs |
|
$ |
|
|
$ |
|
||
Amortization of original issue discount |
|
|
|
|
|
|
||
(in thousands) |
|
March 31, |
|
|
December 31, |
|
||
Unamortized deferred financing costs and deferred issuance costs |
|
$ |
|
|
$ |
|
||
Net carrying amount |
|
|
|
|
|
|
||
15
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Revenue Bonds Sold to Related Parties
During the three months ended March 31, 2026 and 2025, the Company did
The Company incurred effective interest expense on the related party bonds of $
Sylebra Credit Facility
PCT has a $
Amounts outstanding under the Revolving Credit Agreement bear interest at a variable annual rate equal to Term SOFR (as defined in the Revolving Credit Agreement) in effect for such period plus
The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Amounts outstanding are guaranteed by the Guarantors and secured by a security interest in substantially all of the assets of PCT and its majority-owned direct or indirect subsidiaries. Any majority-owned direct or indirect subsidiaries of PCT are required to guaranty the obligations under the Revolving Credit Agreement and grant security interests in substantially all of their respective assets.
On April 28, 2026, the Company entered into an Agreement pursuant to which PureCycle (Thailand) Company Limited, a wholly-owned subsidiary of the Company, became a Guarantor under the Revolving Credit Agreement. In addition, a Pledge of Shares Agreement was entered into on the same date pursuant to which the Company pledged its shares of PureCycle (Thailand) Company Limited as collateral security for its obligations under the Revolving Credit Agreement.
There were
NOTE 9 - INCOME TAXES
The Company has determined that any net deferred tax assets are not more likely than not to be realized in the future, and a full valuation allowance is required. In addition, the Company has determined that any current forecasted operations would result in federal and state income tax losses that are also not more likely than not to be realized. As a result, the Company has
Management has evaluated the Company’s tax positions and has determined that the Company has taken
16
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Thailand Facility Land Lease
The Company entered into a
Financial Assurance
The Company holds a surety bond in the amount of $
Legal Proceedings
The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such losses is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. Other than as described below, there is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2026.
Denham-Blythe Arbitration
On October 7, 2020, PCO, a wholly-owned subsidiary of the Company, and Denham-Blythe Company, Inc. (“DB”) executed an Engineering, Procurement, and Construction Agreement for certain construction activities associated with the Ironton Facility.
On June 16, 2023, following unsuccessful efforts at mediating various disputes over certain unapproved change orders and payment applications, DB filed a demand for binding arbitration (the “Arbitration Demand”) with the American Arbitration Association (the “AAA”), seeking approximately $
On August 30, 2023, DB filed a breach of contract claim against PCO and others in Lawrence County Ohio, alleging the same facts contained in its Arbitration Demand, as well as an action to foreclose on a lien filed in Lawrence County, Ohio. Concurrently, DB requested the complaint be stayed pending the resolution of all issues in the arbitration. On November 25, 2025, the Company received notice from the AAA arbitration panel of its decision, awarding DB approximately $
On March 18, 2026, following its evaluation of DB and other prevailing parties' submitted attorneys' fees, expenses, and prejudgment interest, the AAA arbitration panel issued its Final Order requiring the Company to pay DB a total of $
17
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Winter Garden Lease Dispute
On November 20, 2024, the Company filed a complaint for declaratory relief in the Circuit Court for Orange County, Florida against Crown Industrial Partners, LLC (“Crown”), Case No. 2024-CA-010359, seeking the Court determine that Crown breached the eleven-year lease agreement for a planned PreP facility in Winter Garden, Florida (“Lease”) by failing to repair, replace, and restore the utility and sewer lines for the property subject to the Lease and by hindering the Company’s performance under the Lease; that the frustration of purpose doctrine excuses the Company’s performance; and that the Lease is terminated or that the Company is entitled to receive an abatement of rent due to the lack of tenantability of the leased premises. On August 6, 2025, Crown filed an Answer and Counterclaim in which it seeks a declaration from the Court that the Company is in breach because the Lease imposes on the Company the responsibility to obtain and maintain certain utility services. Crown is seeking actual and consequential damages for the Company’s alleged breach of failing to obtain certain utility services, including, but not limited to, diminution of value of the property, cost associated with providing water and wastewater service to the Property, reimbursement of tenant improvements paid by Crown for the Company’s occupancy, contractual indemnity for and all other damages caused by the Company’s alleged breach, plus rent due under the Lease and costs of reletting the property if the Company is forced to vacate prior to the Lease term, as well as costs and attorney’s fees. Discovery is ongoing in the matter. The Company believes that it is not possible at this time to reasonably assess the outcome of this matter or to estimate the loss or range of losses, if any, as the matter is in early stages.
Other Matters
In the future, PCT may become party to additional legal matters and claims arising in the ordinary course of business. While PCT is unable to predict the outcome of the above or future matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial position, results of operations, or cash flows.
NOTE 11 - MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
Mezzanine Equity
Series B Convertible Perpetual Preferred Stock
On June 16, 2025, the Company entered into binding subscription agreements (the "Series B Subscription Agreements") with certain investors, including investment entities affiliated with Longview, Sylebra, Daniel Gibson, and Samlyn, pursuant to which the Company agreed to sell, in a private placement, an aggregate of
In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company has classified the Series B Convertible Perpetual Preferred Stock in temporary (mezzanine) equity because the Company can be forced into a cash redemption scenario upon certain change in control events not within its control. The Company initially measured the Series B Convertible Perpetual Preferred Stock at total proceeds less offering costs. Because the Series B Convertible Perpetual Preferred Stock is neither currently redeemable nor probable of becoming redeemable, no subsequent measurement is required at this time. The Company will continue to monitor the probability of redemption at each reporting period.
18
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
The Series B Convertible Perpetual Preferred Stock ranks, with respect to dividend rights and rights upon any liquidation, dissolution or winding up of the Company (a “Liquidation Event”): (a) senior to the Company’s Common Stock and other capital stock of the Company, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series B Convertible Perpetual Preferred Stock other than the Company’s Series A Preferred Stock, as to dividend rights and rights upon Liquidation Events; (b) on a parity with any other class or series of capital stock of the Company, the terms of which expressly provide that such class or series ranks on a parity with the Series B Convertible Perpetual Preferred Stock as to dividend rights and rights upon Liquidation Events; (c) junior to the Series A Preferred Stock and any other class or series of capital stock of the Company, the terms of which expressly provide that such class or series ranks senior to the Series B Convertible Perpetual Preferred Stock as to dividend rights and rights upon Liquidation Events; and (d) junior to all existing and future indebtedness of the Company.
A holder of the Series B Convertible Perpetual Preferred Stock may elect to convert their holdings into shares of the Company's Common Stock at any time. On or after the dividend payment date following the fourth anniversary of the closing date, subject to the terms of the Series B Subscription Agreements, the Company may elect to convert all outstanding shares of the Series B Convertible Perpetual Preferred Stock into Common Stock if the closing price of the Company's Common Stock has been at least
Holders of the Series B Convertible Perpetual Preferred Stock are entitled to receive cumulative dividends at a rate equal to
In the event of any Liquidation Event, each holder of the Series B Convertible Perpetual Preferred Stock will be entitled to receive a per share amount equal to the greater of (i) the per share purchase price of the Series B Convertible Perpetual Preferred Stock (as adjusted for any in-kind dividends) plus all accrued and unpaid dividends (the “Series B Accrued Value”) and (ii) the amount that such Series B Convertible Perpetual Preferred Stock would have been entitled to receive if it had converted into the Company's Common Stock immediately prior to such Liquidation Event.
Except in the case of a change in control, the Series B Convertible Perpetual Preferred Stock may not be redeemed or repurchased upon the election of the holders of the Series B Convertible Perpetual Preferred Stock. Upon certain change in control events involving the Company, (i) the holders of the Series B Convertible Perpetual Preferred Stock will have the right to require the Company to redeem any or all of their Series B Convertible Perpetual Preferred Stock and (ii) the Company will have the option to redeem all (but not less than all) of the then-outstanding Series B Convertible Perpetual Preferred Stock, in each case, for a cash amount equal to the Series B Accrued Value, on a per share basis. In connection with the Company delivering a Series B Conversion Notice or in connection with a change in control, the Company will, in certain circumstances, be required to increase the conversion rate for shares of Series B Convertible Perpetual Preferred Stock converting in connection therewith (a “Make-Whole Change”). Such Make-Whole Change will be calculated using a make-whole table calculated over a
19
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Stockholders' Equity
Series A Preferred Stock
On September 13, 2024, the Company issued
The holders of the Series A Preferred Stock have a contingent put right (the “Put Option”), which was bifurcated and recognized separately at fair value through earnings pursuant to ASC 815-15, Embedded Derivatives. The Put Option is contingent upon the Company incurring any indebtedness after the initial issue date that is senior to the Series A Preferred Stock and/or secured by the assets of PureCycle Augusta, LLC. During the three months ended March 31, 2026 and 2025, the Company recognized expense of $
The shares of Series A Preferred Stock will be redeemed in cash at a price equal to $
Preferred Stock
As of March 31, 2026 and December 31, 2025, the Company was authorized to issue
Common Stock
Holders of the Company's Common Stock are entitled to
On February 5, 2025, the Company entered into subscription agreements (the "Subscription Agreements") with certain investors, including affiliates of Sylebra, Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and affiliates of Samlyn, pursuant to which the Company agreed to sell in a private placement, an aggregate of
20
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
their greater than
NOTE 12 - EQUITY-BASED COMPENSATION
2021 Equity Incentive Plan
On March 17, 2021, the Company's stockholders approved the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”).
The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance shares, performance stock units ("PSUs"), dividend equivalents, and certain other awards. In general, the amount of shares issuable under the Plan will be automatically increased on the first day of each fiscal year, beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a)
As of March 31, 2026, approximately
Restricted Stock Agreements
RSUs issued pursuant to the Plan are time-based and vest over the period defined in each individual grant agreement or upon a change of control event as defined in the Plan. The Company recognizes compensation expense for the awards equal to the fair value on the date of grant of the awards on a straight-line basis over the vesting period of such awards. The grant-date fair value of the awards is equal to the closing price of the Company’s Common Stock one day prior to the date of grant. The Company has the option to repurchase all vested shares upon a stockholder’s termination of employment or service with the Company.
A summary of RSU activity for the three months ended March 31, 2026 is as follows:
|
|
Number of RSUs |
|
|
Weighted Average Grant |
|
|
Weighted Average Remaining Recognition |
|
|||
Non-vested at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Vested |
|
|
( |
) |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Non-vested at March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
As of March 31, 2026, there were $
Stock Options
The stock options issued pursuant to the Plan are time-based and vest over the period defined in each individual grant agreement or upon a change of control event as defined in the Plan.
21
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
The Company recognizes compensation expense for the stock option awards based on the fair value at the date of grant on a straight-line basis over the vesting period of such awards.
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
|||
Risk-free rate of return |
|
|
% |
|
|
|||
Expected option term (years) |
|
|
|
|
|
|
||
The expected term of the shares granted is determined based on the period of time the shares are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the Company’s capital structure and volatility of similar entities referred to as guideline companies. In determining similar entities, the Company considered industry, stage of life cycle, size and financial leverage. The dividend yield on the Company’s shares is assumed to be zero as the Company has not historically paid dividends on its Common Stock. The fair value of the underlying Company's Common Stock is determined using the closing stock price of the Company's Common Stock on the grant date.
A summary of stock option activity for the three months ended March 31, 2026 is as follows:
|
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term |
|
|||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Balance, March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
Exercisable |
|
|
|
|
|
|
|
|
|
|||
As of March 31, 2026, there were $
Performance-Based Restricted Stock Awards
The shares issued pursuant to the Performance-Based Restricted Stock Agreements vest depending on if the performance obligations are met. In general, the PSUs will be earned based on achievement of pre-established financial and/or operational performance objectives and will vest on the date the attainment of such performance objectives as determined by the Compensation Committee of the Board, subject to the participant’s continued employment with the Company. These grants allow for the right to receive a variable number of shares, between
The Company recognizes compensation expense for the PSUs equal to the grant-date fair value of the equity-based compensation awards on a straight-line basis over the vesting period of such awards as the Company has concluded the performance condition is probable to be met. The fair value of the awards is equal to the fair value of the Company's Common Stock one day prior to the date of grant.
22
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
A summary of the PSU activity for the three months ended March 31, 2026 is as follows:
|
|
Number of PSUs |
|
|
Weighted Average Grant |
|
|
Weighted Average Remaining Recognition Period |
|
|||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Balance, March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
As of March 31, 2026, there were $
During the three months ended March 31, 2026, the Company granted PSUs to certain employees that contain performance criteria based, in part, on achieving a total shareholder return (“TSR”) of the Company’s Common Stock relative to the TSR of the common stock of a pre-defined industry peer-group. The fair value of these awards is based on a Monte Carlo simulation model.
Equity-based compensation expense was comprised of the following for the three months ended March 31, 2026 and 2025 and is recorded in cost of operations and selling, general and administrative expenses within the Condensed Consolidated Statements of Comprehensive (Loss)/Income:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Total equity-based compensation for RSUs |
|
$ |
|
|
$ |
|
||
Total equity-based compensation for stock options |
|
|
|
|
|
|
||
Total equity-based compensation for PSUs |
|
|
|
|
|
|
||
Total equity-based stock compensation expense |
|
$ |
|
|
$ |
|
||
NOTE 13 - WARRANTS
The Company had the following series of warrants outstanding (in thousands, except per-share values) as of March 31, 2026 and December 31, 2025, all of which are exercisable:
Warrant Series |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
Exercise Price |
|
|
Expiration Date |
|||
Public Warrants |
|
|
|
|
|
|
|
$ |
|
|
||||
Private Warrants |
|
|
|
|
|
|
|
$ |
|
|
||||
Series A Warrants |
|
|
|
|
|
|
|
$ |
|
|
||||
Series B Warrants |
|
|
|
|
|
|
|
$ |
|
|
||||
Series C Warrants |
|
|
|
|
|
|
|
$ |
|
|
||||
Total warrants, issued and outstanding |
|
|
|
|
|
|
|
|
|
|
|
|||
__________
(1)
Public Warrants and Private Warrants
The Company has outstanding public and private warrants that entitle each holder to exercise its warrants for a whole number of shares of the Company's Common Stock at a price of $
23
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.
The Company may redeem the outstanding public warrants in whole, but not in part, at a price of $
On April 16, 2026, the Company entered into the Second Supplemental Warrant Agreement, pursuant to which (i) the redemption trigger price for the public and private warrants was reduced from $
The public warrants are accounted for as equity-classified warrants as they were determined to be indexed to the Company’s Common Stock and meet the requirements for equity classification. The private warrants are accounted for as liability-classified as there is a provision within the warrant agreement that allows for private warrants to be exercised via a cashless exercise while held by the holder and affiliates of the original holder, but would not be exercisable at any time on a cashless basis if transferred and held by another investor. Therefore, the Company classifies the private warrants as a liability pursuant to ASC 815, Derivatives and Hedging Activities, until the private warrants are transferred from the initial purchasers or any of their permitted transferees. As of March 31, 2026, approximately
During the three months ended March 31, 2026,
Refer to Note 14 - Fair Value of Financial Instruments for further information.
Series A Warrants
On March 7, 2022, the Company issued approximately
On February 20, 2026, the Company received the written consent of the holders of a requisite number of Series A Warrants to extend the expiration date of the Series A Warrants to
The agreements governing the Series A Warrants provide for a Black-Scholes value calculation in the event of certain transactions, which includes a floor on volatility utilized in the value calculation at
Refer to Note 14 - Fair Value of Financial Instruments for further information.
Series B Warrants
On May 10, 2024, the Company issued Series B Warrants to Pure Plastic to purchase an aggregate of
24
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
registered holder to purchase
The Series B Warrant Agreement provides for a Black-Scholes value calculation in the event of certain transactions, which includes a floor on volatility utilized in the value calculation at
Refer to Note 14 - Fair Value of Financial Instruments for further information.
Series C Warrants
On September 13, 2024, pursuant to the Series A Subscription Agreements, the Company issued Series C Warrants (the "Series C Warrants") to purchase an aggregate of
The agreements governing the Series C Warrants provide for a Black-Scholes value calculation in the event of certain transactions, which includes a floor on volatility utilized in the value calculation at
Refer to Note 14 - Fair Value of Financial Instruments for further information.
Warrant (benefit)/expense recognized during the three months ended March 31, 2026 and 2025 is presented in the following table:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
RTI Warrants (1) |
|
$ |
|
|
$ |
( |
) |
|
Private Warrants |
|
|
|
|
|
( |
) |
|
Series A Warrants |
|
|
( |
) |
|
|
( |
) |
Series B Warrants |
|
|
( |
) |
|
|
( |
) |
Series C Warrants |
|
|
( |
) |
|
|
( |
) |
Change in fair value of warrants |
|
$ |
( |
) |
|
$ |
( |
) |
__________
(1)
25
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Instruments Measured and Recorded at Fair Value on a Recurring Basis
As of March 31, 2026 and December 31, 2025, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Put Option Liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Warrant liability: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Private Warrants - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series A Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series B Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series C Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total warrant liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
As of March 31, 2026 and December 31, 2025, the estimated fair value of the Company's financial instruments not remeasured at fair value on a recurring basis within the fair value hierarchy are as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Green Convertible |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Related party bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third-party bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Revenue Bonds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
For the instruments classified as Level 3, significant changes in any of the significant unobservable inputs in isolation would not result in a materially different fair value estimate. The fair value of the liabilities above is derived from the trading price of the Company's publicly traded bonds on the last trading day of the fiscal quarter. The Company's publicly traded bonds are thinly traded and, as such, the Company has deemed the input as an unobservable input. Since each of the instruments classified as Level 3 are being valued using similar inputs, a significant change that would impact expected volatility or the market price of the Company's Common Stock could result in a material change to the total combined value of these instruments. An increase in one or both of these inputs would result in a higher assessed value for each instrument.
26
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Measurement of the Private Warrants
The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 and were valued using the following assumptions:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Expected option term (years) |
|
|
|
|
|
|
||
The expected term of the private warrants is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the private warrants. The dividend yield on the Company’s private warrants is assumed to be
A summary of the private warrants activity from December 31, 2025 to March 31, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
|
|
Balance, March 31, 2026 |
|
$ |
|
|
Refer to Note 13 - Warrants for further information.
Measurement of the Series A Warrants
The Series A Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis using the market price of the Company’s publicly traded warrants, with changes in fair value recorded in current earnings. The Company has determined the publicly traded warrants to be an appropriate proxy to value the Series A Warrants as both warrants have similar redemption features and the same exercise price. The Series A Warrants are classified as Level 2 for both initial measurement at issuance and subsequent measurement each period.
Measurement of the Series B Warrants
The Series B Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis.
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Expected option term (years) |
|
|
|
|
|
|
||
The expected term of the Series B Warrants is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the Series B Warrants. The dividend yield on the Company’s warrants is assumed to be
27
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
A summary of the Series B Warrants activity from December 31, 2025 to March 31, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
( |
) |
Balance, March 31, 2026 |
|
$ |
|
|
Measurement of the Series C Warrants
The Series C Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis.
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Expected option term (years) |
|
|
|
|
|
|
||
The expected term of the Series C Warrants is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the Series C Warrants. The dividend yield on the Company’s warrants is assumed to be
A summary of the Series C Warrants activity from December 31, 2025 to March 31, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
( |
) |
Balance, March 31, 2026 |
|
$ |
|
|
Measurement of the Put Option Liability
The Put Option liability meets the definition of a derivative instrument and is measured at fair value on a recurring basis.
|
|
March 31, 2026 |
|
|
December 31, 2025(1) |
|
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Credit spread |
|
|
% |
|
|
% |
||
__________
(1) During June 2025, the Company announced its plans to construct the Thailand Facility, which adjusted the timeline on construction of the Augusta Facility. Because the Put Option is contingent upon the Company incurring any indebtedness that is senior to the Series A Preferred Stock and/or secured by the assets of PureCycle Augusta, LLC, this adjusted timeline resulted in the likelihood of the Put Option being exercised as remote through the end of 2025. During 2026, the likelihood of the Company incurring indebtedness that would be secured by the assets of PureCycle Augusta, LLC became more than remote; accordingly, a fair value was measured and recorded as of March 31, 2026.
28
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
A summary of the Put Option activity from December 31, 2025 to March 31, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
|
|
Balance, March 31, 2026 |
|
$ |
|
|
In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to fair value measurements.
NOTE 15 – NET (LOSS)/EARNINGS PER SHARE
The Company follows the two-class method when computing net (loss)/income per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common and participating securities based on their respective rights if the participating security contractually participates in losses. As holders of participating securities do not have a contractual obligation to fund losses, undistributed net losses are not allocated to nonvested restricted stock for purposes of the loss per share calculation.
The dilutive effect for the Company's Green Convertible Notes and Series B Convertible Perpetual Preferred Stock is calculated using the "if-converted" method. The dilutive effect of all other instruments is calculated using the treasury stock method.
The computation for the basic and diluted (loss)/earnings per share for the three months ended March 31, 2026 and 2025 are as follows:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net (loss)/income |
|
$ |
( |
) |
|
$ |
|
|
Less: Dividends accumulated on Series B Convertible |
|
|
|
|
|
|
||
Basic net (loss)/income attributable to common |
|
$ |
( |
) |
|
$ |
|
|
Diluted net (loss)/income attributable to common |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding, |
|
|
|
|
|
|
||
Add common equivalent shares from equity awards |
|
|
|
|
|
|
||
Weighted average common shares outstanding, |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net (loss)/income per share attributable to common |
|
$ |
( |
) |
|
$ |
|
|
Net (loss)/income per share attributable to common |
|
$ |
( |
) |
|
$ |
|
|
29
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Certain outstanding Common Stock equivalents were excluded from the computation of diluted net (loss)/earnings per share attributable to common stockholders for the periods presented, as including them would have been anti-dilutive.
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Anti-dilutive shares |
|
|
|
|
|
|
||
Warrants |
|
|
|
|
|
|
||
Stock options |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
PSUs |
|
|
|
|
|
|
||
Contingently - issuable shares to Legacy PCT unitholders (1) |
|
|
|
|
|
|
||
Shares issuable upon conversion of Green Convertible Notes |
|
|
|
|
|
|
||
Shares issuable upon conversion of Series B Convertible Perpetual |
|
|
|
|
|
— |
|
|
Total anti-dilutive shares |
|
|
|
|
|
|
||
__________
(1)
NOTE 16 - SUBSEQUENT EVENTS
On April 16, 2026, the Company entered into the Second Supplemental Warrant Agreement, pursuant to which (i) the redemption trigger price for the public and private warrants was reduced from $
On April 28, 2026, the Company entered into an Agreement pursuant to which PureCycle (Thailand) Company Limited, a wholly-owned subsidiary of the Company, became a Guarantor under the Revolving Credit Agreement. In addition, a Pledge of Shares Agreement was entered into on the same date pursuant to which the Company pledged its shares of PureCycle (Thailand) Company Limited as collateral security for its obligations under the Revolving Credit Agreement.
30
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial condition, results of operations, earnings outlook and prospects of PureCycle Technologies, Inc. (“PCT”). Forward-looking statements generally relate to future events or future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” "aim," “anticipate,” "drive," “intend,” “outlook,” “estimate,” "expect," “forecast,” "future," "goal," "guidance," “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking. When used in this report, the terms “we,” “us,” “our,” “PCT” and the “Company” mean PureCycle Technologies, Inc. and its consolidated subsidiaries, collectively.
The forward-looking statements are based on the current expectations of the management of PCT and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this Quarterly Report on Form 10-Q. 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 section of PCT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”) entitled “Risk Factors,” those discussed and identified in other public filings made with the U.S. Securities and Exchange Commission (the “SEC”) by PCT and the following:
31
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.
32
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with the unaudited condensed consolidated financial statements, together with related notes thereto, included elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” "PCT", and "the Company" are intended to mean the business and operations of PCT and its consolidated subsidiaries.
Overview
We are a Florida-based corporation focused on commercializing a patented dissolution recycling technology to physically separate the polymer from other plastics, color, odors, and impurities (the “Technology”), originally developed by P&G, for restoring waste polypropylene into resin, called PureFive® resin, which has similar properties and applicability for reuse as virgin polypropylene. We have a global license for the Technology from P&G, which was amended during 2025 to permanently waive the possible clawback of our exclusivity for plants located in North America and extend the time in which our plants must begin construction and commence sales in other regions to avoid a clawback of exclusivity under the license agreement. We have introduced an important new segment to the global polypropylene market that will assist multinational corporations in meeting their sustainability goals as well as federal and state regulations and mandates, providing consumers with polypropylene-based products that are sustainable, and reducing overall polypropylene waste in the world’s landfills and oceans.
Our process includes the following steps:
Recent Developments
On February 25, 2026 and April 16, 2026, we entered into a supplemental warrant agreements as described in further detail below in "Liquidity and Capital Resources", which extended the original expiration dates of our public, private, and Series A Warrants (as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) to March 17, 2026 and reduced the redemption price from $18.00 to $14.38 per share.
33
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
During 2025, we outlined our future growth plans to increase our installed capacity, which includes the following:
Components of Results of Operations
Revenue
Our revenue is primarily generated from the sale of recycled and compounded polypropylene resin pellets and co-products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership. Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer. Net sales revenue is recognized on the net amount expected to be received by the Company from the customer.
Operating Costs
Operating expenses to date have consisted mainly of personnel costs (including wages, salaries and benefits) and other costs directly related to operations at our operating facilities, including feedstock, rent, depreciation, repairs and maintenance, utilities, offsite storage fees, and supplies. We expect our operating costs to increase as we continue to scale operations and increase headcount.
Research and Development Expense
Research and development expense consists primarily of costs related to the development of the Technology, the facilities and equipment that will use the Technology to purify recycled polypropylene, and the processes needed to collect, sort, and prepare feedstock for Purification. These include mainly personnel costs, depreciation for long-lived assets, third-party consulting costs, and the cost of various recycled waste. Research and development expenses include evaluation of new front-end feedstock mechanical separators to improve feedstock purity and increase the range of feedstocks we can process economically. In addition, we are increasing our in-house feedstock analytical capabilities, which will include additional supporting equipment and personnel.
34
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Selling, General and Administrative Expense
Selling, general and administrative expense consists primarily of personnel-related expenses for our corporate, executive, finance and other administrative functions and professional services, including legal, audit and accounting services. Costs attributable to the design and development of the Feed PreP and Purification facilities are capitalized and, when placed in service, depreciated over the expected useful life of the asset through selling, general and administrative expense. We expect our selling, general, and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business and build future Purification-related facilities.
Results of Operations
Comparison of Three Months ended March 31, 2026 and 2025
The following table summarizes our operating results for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Revenues |
|
$ |
4,127 |
|
|
$ |
1,580 |
|
|
$ |
2,547 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|||
Cost of operations |
|
|
31,394 |
|
|
|
24,002 |
|
|
|
7,392 |
|
Research and development |
|
|
1,555 |
|
|
|
1,552 |
|
|
|
3 |
|
Selling, general and administrative |
|
|
12,973 |
|
|
|
13,747 |
|
|
|
(774 |
) |
Total operating expenses |
|
|
45,922 |
|
|
|
39,301 |
|
|
|
6,621 |
|
Operating loss |
|
|
(41,795 |
) |
|
|
(37,721 |
) |
|
|
(4,074 |
) |
Other expense/(income) |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
15,382 |
|
|
|
15,064 |
|
|
|
318 |
|
Interest income |
|
|
(1,382 |
) |
|
|
(379 |
) |
|
|
(1,003 |
) |
Change in fair value of warrants |
|
|
(22,997 |
) |
|
|
(56,669 |
) |
|
|
33,672 |
|
Other expense/(income), net |
|
|
643 |
|
|
|
(4,569 |
) |
|
|
5,212 |
|
Total other income |
|
|
(8,354 |
) |
|
|
(46,553 |
) |
|
|
38,199 |
|
Net (loss)/income |
|
$ |
(33,441 |
) |
|
$ |
8,832 |
|
|
$ |
(42,273 |
) |
Revenues
The Company reported $4.1 million and $1.6 million in revenues during the three months ended March 31, 2026 and 2025, respectively. This increase is reflective of growth in market acceptance of our product offerings. The Company continues to advance customer application trials, which is anticipated to generate revenue growth in future periods.
Cost of Operations
Cost of operations increased approximately $7.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Our PureFive® production increased from 4.3 million pounds during the first quarter of 2025 to 8.4 million pounds during the first quarter of 2026. Cost of operations for the three months ended March 31, 2026 included $3.2 million of higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year, $2.4 million higher facilities costs attributable to the expansion of offsite storage and processing space and higher utilities costs associated with higher production volumes, $1.1 million of higher labor costs and professional services and $0.8 million of higher supplies and materials costs.
Research and Development Expenses
Research and development expenses remained relatively consistent for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased approximately $0.8 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This decrease was primarily driven by
35
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
approximately $3.6 million of lower legal costs mostly as a result of the current year reduction in amounts owed in connection with the DB arbitration matter as well as higher legal costs incurred during the prior year in order to prepare for the DB arbitration, and $0.8 million lower equity-based compensation primarily driven by current year forfeitures, partially offset by $3.7 million of higher professional services and contract labor driven by preliminary planning and design work for our Thailand, Belgium and Augusta facilities.
Interest Expense
Interest expense increased by $0.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase in interest expense was primarily attributed to interest on the Company's Series A Preferred Stock issued during the third quarter of 2024, reflecting higher discount amortization as the carrying value accretes toward its redemption value over time, offset by a decrease in interest expense on equipment financing due to the paydown of outstanding balances in October of 2025.
Interest Income
Interest income for the three months ended March 31, 2026 increased $1.0 million from three months ended March 31, 2025 due to higher cash balances as a result of the proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter of 2025.
Change in Fair Value of Warrants
During the three months ended March 31, 2026, the fair value of our liability-classified warrants decreased approximately $23.0 million, as compared to a decrease in fair value of $56.7 million during the three months ended March 31, 2025. The decrease during the three months ended March 31, 2026 was primarily attributable to a decrease in the Company's Common Stock price during the quarter. The decrease during the three months ended March 31, 2025 was primarily driven by a decrease in the underlying value of our common stock, combined with fewer warrants outstanding as a result of the exercise of the RTI warrants during the first quarter of 2025.
Other Expense/(Income), Net
During the three months ended March 31, 2026, the $0.6 million of other expense was primarily comprised of $1.6 million increase in the fair value of the Series A Preferred Stock put option, partially offset by $0.8 million reduction of interest costs attributed to the DB legal settlement and $0.1 million of sublease income. During the three months ended March 31, 2025, the $4.6 million of other income was primarily comprised of a $3.1 million decrease in the fair value of the Series A Preferred Stock put option and a $1.3 million net gain from insurance proceeds related to the settlement of the shareholder derivative lawsuit.
Liquidity and Capital Resources
Our ongoing operations have primarily been funded to date by a combination of equity financing through the issuance of Common Stock and preferred stock, as well as the issuance of various debt instruments. Our current financial projections support our ability to meet our obligations as they become due for at least the 12-month period from the date that these financial statements were issued. Our ability to meet our funding requirements longer term is dependent on continued improvement in operations at our Ironton Facility, the commercialization of our PureFive® resin product, and the successful construction and sale of product from our Planned Facilities. Management continues to evaluate different strategies and may pursue additional actions to further increase our liquidity position.
36
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
The following is a summary of the components of our current liquidity. As of March 31, 2026, restricted cash consisted primarily of certain amounts required to support outstanding letters of credit and other collateral, construction commitments for the Augusta Facility, and bond reserves for the Ironton Facility.
(in thousands) |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Cash and cash equivalents |
|
$ |
90,213 |
|
|
$ |
156,694 |
|
Restricted cash |
|
|
9,903 |
|
|
|
11,340 |
|
Debt securities available for sale |
|
|
30,882 |
|
|
|
13,631 |
|
Total cash and marketable securities |
|
$ |
130,998 |
|
|
$ |
181,665 |
|
Sylebra Line of Credit, $200.0 million borrowing capacity remaining, |
|
$ |
— |
|
|
$ |
— |
|
As of March 31, 2026, we had approximately $131.0 million of cash and cash equivalents, restricted cash, and marketable securities, which are readily convertible to cash. Cash and cash equivalents are comprised of investments in money markets, U.S. treasuries and commercial paper with original maturities of three months or less. We also have a $200.0 million revolving credit facility (“Revolving Credit Facility”) with Sylebra Capital Management ("Sylebra") that is undrawn and expires on September 30, 2027. We have paid approximately $13.7 million of total project spend related to the planned construction of our Thailand, Belgium and Augusta facilities during 2026.
On April 28, 2026, PureCycle (Thailand) Company Limited became a Guarantor under the Revolving Credit Agreement and the Company pledged its shares of PureCycle (Thailand) Company Limited as collateral security for its obligations thereunder. Refer to Note 16 - Subsequent Events to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information.
As an early commercial-stage company with minimal revenues and negative operating cash flow, we have been dependent on raising capital to fund operations.
On February 25, 2026, we entered into a supplemental agreement (the “PCT Warrants Supplemental Warrant Agreement”) to the original outstanding public and private warrant agreements as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which had an original expiration date of March 17, 2026, unless a date was fixed for the redemption of the public and private warrants, if earlier. Pursuant to the terms of the original public and private warrants agreements, and upon the approval of the Board, the Company entered into the PCT Warrants Supplemental Warrant Agreement in order to extend the expiration date of the PCT Warrants to 5:00 p.m. (New York City time) on the earlier of (a) June 17, 2026, or (b) the date fixed for the redemption of the PCT Warrants. Such amendments were effective as of March 17, 2026.
On April 16, 2026, we entered into the Second Supplemental Warrant Agreement, pursuant to which (i) the redemption trigger price for the public and private warrants was reduced from $18.00 to $14.38 per share, and (ii) the expiration date of the public and private warrants was extended to 5:00 p.m. (New York City time) on the earlier of (a) March 17, 2027, or (b) the date fixed for redemption of the PCT Warrants. These amendments are effective as of June 17, 2026.
In connection with the amendment of the public and private warrants described above, the Board also approved certain amendments to the terms of our outstanding Series A Warrants as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which had an original expiration date of March 17, 2026, subject to the consent of a requisite number of holders under the terms of the Series A Warrants and conditioned upon entry into a supplemental agreement with the Series A Warrants Agent. On February 20, 2026, we received the written consent of the holders of a requisite number of Series A Warrants to extend the expiration date of the Series A Warrants to 5:00 p.m. (New York City time) on the earlier of (a) March 17, 2027, or (b) the date fixed for the redemption of the Series A Warrants. Additionally, pursuant to the terms of the Series A Warrants, the Company and the consenting Series A Warrant holders agreed to amend the terms of the Series A Warrants held by such consenting Series A Warrant holders, which constitutes all of the Series
37
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
A Warrants, to reduce the trading price required for us to redeem such Series A Warrants, subject to the other terms and conditions contained in the Series A Warrants, from $18.00 to $14.38 per share of our Common Stock for any 20 trading days in a 30 trading day period. On February 25, 2026, the Company and the Warrant Agent entered into a supplemental agreement to memorialize the foregoing amendments, which was effective as of March 17, 2026.
During March of 2026, we signed a €40 million grant agreement from the Innovation Fund with the European Climate, Infrastructure and Environment Executive Agency ("CINEA") to fund our "ASTRA PP" project in the NextGen District at the Port of Antwerp-Bruges. As part of Project ASTRA PP, we will install a polypropylene dissolution recycling facility in the Port of Antwerp-Bruges, designed for an annual production capacity of approximately 130 million pounds of PureFive® resin. Receipt of these funds are contingent upon the Company achieving various milestones and deliverables through 2034.
Future expansion is dependent, in part, on successful completion of additional capital raise and/or project financing.
In connection with the Denham-Blythe ("DB") arbitration matter as discussed in Note 10 - Commitments and Contingencies in the notes to the condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q, on March 18, 2026, the AAA arbitration panel issued its final order requiring the Company to pay DB $20.3 million, which the Company paid during April 2026. In connection therewith, DB dismissed with prejudice its lawsuit filed in Lawrence County, Ohio, and the matter has been resolved.
Our long-term operational and financial performance depends on continued improvement in operations at the Ironton Facility, which is the first commercial-scale recycling facility, the commercialization of our PureFive® resin product, and the successful construction and sale of product from our planned future Thailand, Belgium, and Augusta Facilities. We continue to evaluate different strategies and may pursue additional actions to further increase our liquidity position.
Our future capital requirements will depend on many factors, including the funding and construction schedule of the Thailand, Belgium and Augusta Facilities, build-out of additional Feed PreP facilities, funding needs to support other business opportunities, funding for general corporate purposes, debt service, and other challenges or unforeseen circumstances.
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. We do not have any off-balance sheet arrangements or interests in variable interest entities that would require consolidation. While certain legally binding offtake arrangements have been entered into with customers, these arrangements do not qualify as off-balance sheet arrangements required for disclosure.
See Note 8 - Long-Term Debt and Bonds Payable to our condensed consolidated financial statements for further discussion of debt obligations.
Cash Flows
A summary of our cash flows for the three months ended March 31, 2026 and 2025 is as follows:
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Net cash used in operating activities |
|
$ |
(42,654 |
) |
|
$ |
(38,868 |
) |
|
$ |
(3,786 |
) |
Net cash used in investing activities |
|
|
(20,650 |
) |
|
|
(15,004 |
) |
|
|
(5,646 |
) |
Net cash (used in)/provided by financing activities |
|
|
(4,614 |
) |
|
|
49,823 |
|
|
|
(54,437 |
) |
Cash and cash equivalents and restricted cash, |
|
|
168,034 |
|
|
|
41,511 |
|
|
|
126,523 |
|
Cash and cash equivalents and restricted cash, |
|
$ |
100,116 |
|
|
$ |
37,462 |
|
|
$ |
62,654 |
|
38
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Cash Flows from Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 increased by $3.8 million as compared to the three months ended March 31, 2025. This increase is mainly attributed to higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year.
Cash Flows from Investing Activities
During the three months ended March 31, 2026, we reported cash used in investing activities of approximately $20.7 million, which was comprised of net cash purchases of investment in debt securities of $17.2 million and cash paid for capital expenditures of $3.4 million. During the three months ended March 31, 2025, we reported cash used in investing activities of approximately $15.0 million, which was entirely comprised of cash paid for capital expenditures during that period.
Cash Flows from Financing Activities
We reported net cash used in financing activities of approximately $4.6 million during the three months ended March 31, 2026 as compared to net cash provided by financing activities of approximately $49.8 million during the three months ended March 31, 2025.
Cash used in financing activities for the three months ended March 31, 2026 is primarily comprised of $2.2 million to repurchase shares of common stock, $1.1 million of payments on equipment financing and $1.5 million of other financing, partially offset by $0.2 million of proceeds from the exercise of public warrants.
Cash provided by financing activities for the three months ended March 31, 2025 is mainly comprised of $33.2 million of proceeds from the issuance of common stock, $16.4 million of proceeds from the sale of Revenue Bonds, and $5.4 million in proceeds from the exercise of the RTI warrants, partially offset by $1.7 million of payments to repurchase shares and $3.4 million of other payments for financing activities.
Indebtedness
There have been no material changes regarding our indebtedness from the information we provided in our most recent Annual Report on Form 10-K. Refer to Note 8 - Long-Term Debt and Bonds Payable to our unaudited condensed consolidated financial statements included in Part I, Item 1. "Financial Statements."
Critical Accounting Policies and Estimates
There have been no significant changes in our critical accounting policies and estimates from the information we provided in our most recent Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.
39
PureCycle Technologies, Inc.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Information about market risks as of March 31, 2026 does not differ materially from that included in our most recent Annual Report on Form 10-K.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including ensuring that such information is accumulated and communicated to management (including the principal executive and financial officers) as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of March 31, 2026 (the end of the period covered by this Quarterly Report on Form 10-Q).
Changes in Internal Control over Financial Reporting
There have been no changes during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40
PureCycle Technologies, Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
For a description of the legal proceedings pending against us, see “Legal Proceedings” in Note 10 - Commitments and Contingencies to the condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10‑Q.
In the future, we may become party to additional legal matters and claims arising in the ordinary course of business. While we are unable to predict the outcome of the above or future matters, we do not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on our overall financial position, results of operations, or cash flows.
Item 1A. Risk Factors.
There have been no material changes from risk factors previously disclosed in our most recent Annual Report on Form 10-K in response to Part 1, Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information with respect to the Company’s purchases of its Common Stock for the first quarter of 2026:
Period |
|
(a) Total number of shares (or units) purchased* |
|
|
(b) Average price paid per share (or unit)* |
|
|
(c) Total number |
|
|
(d) Maximum |
|
||||
January 1 to January 31 |
|
|
— |
|
|
$ |
- |
|
|
|
— |
|
|
$ |
— |
|
February 1 to February 28 |
|
|
196,397 |
|
|
|
8.53 |
|
|
|
— |
|
|
|
— |
|
March 1 to March 31 |
|
|
98,015 |
|
|
|
5.98 |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
294,412 |
|
|
$ |
7.68 |
|
|
|
— |
|
|
$ |
— |
|
* Shares withheld to cover tax withholding obligations under the net settlement provision upon vesting of restricted stock units.
41
PureCycle Technologies, Inc.
ITEM 5. Other Information.
Rule 10b5-1 Trading Plans
On March 4, 2026,
Other than as described above, none of our directors or officers
42
PureCycle Technologies, Inc.
ITEM 6. Exhibits.
Exhibit Number |
|
Description of Exhibit |
2.1 |
|
Agreement and Plan of Merger, dated as of November 16, 2020, by and among Roth CH Acquisition I Co., Roth CH Acquisition I Co. Parent Corp., Roth CH Merger Sub, LLC, Roth CH Merger Sub, Inc. and PureCycle Technologies LLC. (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4, as amended) † |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of PureCycle Technologies, Inc., filed with the Secretary of State of Delaware on March 17, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended) |
|
|
|
3.2 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of PureCycle Technologies, Inc. to Declassify the Board of Directors (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 15, 2023) |
|
|
|
3.3 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of PureCycle Technologies, Inc. to Incorporate Certain Other Changes (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 15, 2023) |
|
|
|
3.4 |
|
Certificate of Designations of Series A Preferred Stock of PureCycle Technologies, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2024) |
|
|
|
3.5 |
|
Certificate of Designations of Series B Convertible Perpetual Stock of PureCycle Technologies, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 23, 2025) |
|
|
|
3.6 |
|
Second Amended and Restated Bylaws of PureCycle Technologies, Inc. (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on May 15, 2023) |
|
|
|
4.1 |
|
Supplemental Warrant Agreement (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 26, 2026) |
|
|
|
4.2 |
|
Supplemental Agreement to Warrant Agent Agreement (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 26, 2026) |
|
|
|
4.3 |
|
Second Supplemental Agreement to Warrant Agent Agreement (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 17, 2026) |
|
|
|
10.1 |
|
Retirement Agreement by and between PureCycle Technologies, Inc., and Jamie Vasquez, dated February 23, 2026 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 26, 2026) |
|
|
|
31.1 |
|
Rule 13a – 14(a) Certification by Dustin Olson, Chief Executive Officer, for the quarter ended March 31, 2026* |
|
|
|
31.2 |
|
Rule 13a – 14(a) Certification by Donald Carpenter, Chief Financial Officer, for the quarter ended March 31, 2026* |
|
|
|
32.1 |
|
Section 1350 Certification by Dustin Olson, Chief Executive Officer, for the quarter ended March 31, 2026^ |
|
|
|
32.2 |
|
Section 1350 Certification by Donald Carpenter, Chief Financial Officer, for the quarter ended March 31, 2026^ |
|
|
|
43
PureCycle Technologies, Inc.
101.1 |
|
The following financial statements from PureCycle Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): |
|
|
(i) Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025. |
|
|
(ii) Unaudited Condensed Consolidated Statements of Comprehensive (Loss)/Income for the Three Months Ended March 31, 2026 and 2025. |
|
|
(iii) Unaudited Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025. |
|
|
(iv) Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025. |
|
|
(v) Notes to the Condensed Consolidated Financial Statements. |
|
|
|
104.1 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101.1) |
* Filed electronically herewith.
^ Furnished electronically herewith.
† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
44
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PURECYCLE TECHNOLOGIES, INC. |
||
(Registrant) |
||
By: |
|
/s/ Dustin Olson |
Dustin Olson |
||
Chief Executive Officer |
||
(Principal Executive Officer) |
||
By: |
|
/s/ Donald Carpenter |
Donald Carpenter |
||
Chief Financial Officer |
||
(Principal Financial Officer) |
||
|
||
Date: May 6, 2026 |
||
45