PureCycle Technologies (NASDAQ: PCT) adds $288M converts, posts $142M loss
Rhea-AI Filing Summary
PureCycle Technologies, Inc. reported Q2 2026 revenue of $4.5 million and a net loss of $142.2 million, or $0.80 per share, compared with $1.7 million revenue and a $144.2 million loss a year earlier. For the first half of 2026, revenue was $8.6 million and net loss $175.7 million.
As of June 30, 2026, total assets were $1.00 billion, including $165.2 million of cash and cash equivalents, $59.6 million of available-for-sale investments and $663.6 million of property, plant and equipment. Total liabilities were $671.6 million, mezzanine Series B preferred stock was $315.5 million, and stockholders’ equity was $15.5 million.
During the period the company issued $287.5 million of 4.75% Convertible Senior Notes due 2032 and raised about $163.0 million by issuing 19.9 million common shares at $8.21. It repurchased $216.0 million principal amount of Green Convertible Notes, recording a $34.5 million extinguishment loss. Operating cash use for the first half was $92.7 million, and cash plus restricted cash totaled $177.3 million. PureCycle also paid $20.3 million to resolve an arbitration related to its Ironton facility and recorded a $14.5 million lease right-of-use asset for a planned Thailand facility.
Positive
- None.
Negative
- None.
Filing Explained
The completed share issuance diluted existing holders; convertible notes and Series B preferred stock still provide conditional routes to additional common shares.
This Form 10-Q is the unaudited quarterly report for the period ended
The common-share issuance increases the total share count and reduces existing common holders’ percentage ownership, absent offsetting changes. The notes remain debt at this stage and may be settled upon conversion in cash, common shares, or a combination, at the company’s election.
The shares were issued under an existing shelf registration statement; the filing therefore reports an actual issuance, not merely registration capacity. The notes have an initial conversion price of
After the June repurchase,
Key dates are the new notes’ first possible company redemption date of
Key Figures
Key Terms
Convertible Senior Notes financial
Green Convertible Notes financial
Series B Convertible Perpetual Preferred Stock financial
Revenue Bonds financial
Performance stock units financial
Make-Whole Change financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were PureCycle Technologies (PCT) revenue and net loss for Q2 2026?
How much cash and liquidity did PCT have as of June 30, 2026?
What major financing transactions did PCT complete in the first half of 2026?
How has PCT’s debt structure changed following the June 2026 transactions?
What were PCT’s operating cash flows for the six months ended June 30, 2026?
What significant legal matters did PureCycle Technologies (PCT) disclose in this period?
How concentrated are PureCycle’s (PCT) customers and receivables?
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 August 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 June 30, 2026 (Unaudited) and December 31, 2025 |
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Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 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. |
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Item 5. Other Information. |
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Item 6. Exhibits. |
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SIGNATURES |
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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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June 30, 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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Available-for-sale investments |
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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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LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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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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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
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands, except per share data) |
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2026 |
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2025 |
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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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$ |
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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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Loss on extinguishment of debt |
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Other (income)/expense, net |
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Total other expense |
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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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Loss per share |
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Basic |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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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 |
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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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Unrealized loss on available-for-sale |
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( |
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( |
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Total comprehensive loss |
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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.
4
PureCycle Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(Unaudited)
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For the Three and Six Months Ended June 30, 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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( |
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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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( |
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Balance, March 31, 2026 |
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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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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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— |
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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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— |
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Exercise of stock options |
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— |
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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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( |
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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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( |
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Balance, June 30, 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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5
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For the Three and Six Months Ended June 30, 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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— |
|
|
|
( |
) |
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance, March 31, 2025 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||||
Issuance of Series B Convertible |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Accrued dividends on Series B |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Issuance of Common Stock |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Share repurchase |
|
|
— |
|
|
|
— |
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Equity-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Reclassification of warrant liability to |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Cumulative translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
PureCycle Technologies, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
||
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
||
Equity-based compensation |
|
|
|
|
|
|
||
Change in fair value of warrants |
|
|
|
|
|
|
||
Change in fair value of put option |
|
|
|
|
|
( |
) |
|
Depreciation expense |
|
|
|
|
|
|
||
Loss on disposal of equipment |
|
|
|
|
|
|
||
Amortization of debt issuance costs and debt discounts |
|
|
|
|
|
|
||
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Operating lease amortization expense |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
|
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
( |
) |
|
|
( |
) |
Inventory |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
|
|
Prepaid expenses and other noncurrent assets |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
Accrued interest |
|
|
( |
) |
|
|
|
|
Operating lease right-of-use liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of debt securities, available for sale |
|
|
( |
) |
|
|
|
|
Sale and maturity of available-for-sale investments |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of Series B Convertible Perpetual Preferred Stock |
|
|
|
|
|
|
||
Proceeds from issuance of Common Stock |
|
|
|
|
|
|
||
Proceeds from issuance of Convertible Senior Notes |
|
|
|
|
|
|
||
Repurchase of Green Convertible Notes |
|
|
( |
) |
|
|
|
|
Proceeds from issuance of revenue bonds to third parties |
|
|
|
|
|
|
||
Proceeds from issuance of revenue bonds to related parties |
|
|
|
|
|
|
||
Payments on related party revenue bonds |
|
|
( |
) |
|
|
( |
) |
Proceeds from revolving credit facility and related party note payable |
|
|
|
|
|
|
||
Payments on revolving credit facility and related party note payable |
|
|
|
|
|
( |
) |
|
Proceeds from exercise and issuance of warrants |
|
|
|
|
|
|
||
Payments on equipment financing |
|
|
( |
) |
|
|
( |
) |
Stock and debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Payments to repurchase shares |
|
|
( |
) |
|
|
( |
) |
Other financing activities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net increase 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 |
|
|
|
|
|
|
||
Stock and debt issuance costs accrued but not yet paid |
|
|
|
|
|
|
||
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 condensed consolidated |
|
|||||||
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.
7
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 that physically separates polypropylene 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 ("USD"). 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 six months ended June 30, 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.
8
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
Four customers generated
Inventory
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.
Currency Translation and Transactions
The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars using the period-end exchange rates, and revenue and expenses are translated at monthly average exchange rates for the respective periods. Adjustments resulting from foreign currency translation are reported as a separate component of accumulated other comprehensive loss as cumulative translation adjustment.
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. 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.
9
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
on a consolidated basis, and the CODM does not review significant classifications of expenses outside of those shown on the Condensed Consolidated Statements of Comprehensive Loss. The CODM primarily reviews certain operating key performance indicators for evaluating performance and allocating resources.
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 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 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 as they occur.
10
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Recently Issued Accounting Pronouncements
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The update improves the financial accounting for, and disclosure of, environmental credit obligations by creating a comprehensive framework to apply to all transactions for entities that generate, purchase, or receive environmental credits. The update is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and requires retrospective adoption. Early adoption is permitted. The Company does not expect this guidance to have a material impact on its financial statements and disclosures.
In April 2026, the FASB issued ASU 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 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 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 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.
11
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
In November 2024, the FASB issued ASU 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.
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 beneficial owners (holding greater than
PCT purchased $
PCT currently has a $
On June 10, 2026, the Company entered into privately negotiated note repurchase agreements with certain holders of its Green Convertible Notes (as defined below and in Note 8 - Long-Term Debt and Bonds Payable), and paid approximately $
12
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
The table below summarizes the related party balances and transactions reflected in the condensed consolidated financial statements as of June 30, 2026 and December 31, 2025:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||||||||||||||
|
|
Sylebra |
|
|
Pure Plastic |
|
|
Longview |
|
|
Glockner |
|
|
Sylebra |
|
|
Samlyn (1) |
|
|
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) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
__________
(1)
NOTE 4 - AVAILABLE-FOR-SALE INVESTMENTS
The Company classifies its investments in debt securities as available-for-sale. Available-for-sale investments were comprised of highly-liquid investments with minimum “A” rated securities and, as of June 30, 2026, consisted of corporate entity debt securities and U.S. Treasury securities and, as of December 31, 2025, consisted of corporate entity debt securities. The 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.
The following tables represent the Company’s available-for-sale investments due within one year by major security type as of June 30, 2026 and December 31, 2025:
|
|
June 30, 2026 |
|
|||||||||
(in thousands) |
|
Amortized Cost |
|
|
Gross Unrealized Losses |
|
|
Total Fair Value |
|
|||
Corporate Debt Securities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
U.S. Treasury Securities |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
December 31, 2025 |
|
|||||||||
(in thousands) |
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Total Fair Value |
|
|||
Corporate Debt Securities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
U.S. Treasury Securities |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company reviews available-for-sale investments for impairment loss periodically. During the three and six months ended June 30, 2026, the Company did
13
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
NOTE 5 - INVENTORY
The Company's inventory is comprised of the following:
(in thousands) |
|
June 30, 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) |
|
June 30, 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 as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 7 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The Company's accrued expenses and other current liabilities are comprised of the following:
|
|
|
|
|
|
|
||
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Accrued purchases |
|
$ |
|
|
$ |
|
||
Accrued lease obligations |
|
|
|
|
|
|
||
Employee-related costs |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
14
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
NOTE 8 – LONG-TERM DEBT AND BONDS PAYABLE
The Company’s debt balances, including related party debt, consist of the following at June 30, 2026 and December 31, 2025:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Long-term Debt |
|
|
|
|
|
|
||
Convertible Senior Notes, interest at |
|
$ |
|
|
$ |
|
||
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, $ |
|
$ |
|
|
$ |
|
||
Convertible Senior Notes
In June 2026, the Company offered (the "Convertible Senior Notes Offering") and issued $
The net proceeds from the Convertible Senior Notes Offering were approximately $
In connection with the issuance of the Convertible Senior Notes, the Company entered into an indenture, dated June 15, 2026, among the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by a first supplemental indenture, dated June 15, 2026 (collectively the “Convertible Senior Indenture”).
Holders of the Convertible Senior Notes may convert all or any portion of their notes at their option at any time prior to the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The conversion rate will initially be
15
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
described below), the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or elects to convert its notes called (or deemed called) for optional redemption during the related redemption period, as the case may be.
The Company may not redeem the Convertible Senior Notes prior to July 6, 2029. The Company may redeem for cash all or any portion of the Convertible Senior Notes (subject to certain limitations specified in the Convertible Senior Indenture), at its option, on a redemption date on or after July 6, 2029, if the last reported sale price per share of Common Stock has been at least
On July 8, 2030, or if the Company undergoes a “Fundamental Change” (as defined in the Convertible Senior Indenture), then, subject to certain conditions and exceptions, holders may require the Company to repurchase for cash all or any portion of their notes at a Specified Repurchase Date Repurchase Price or Fundamental Change Repurchase Price (each as defined in the Convertible Senior Indenture), as applicable, equal to
The Convertible Senior Indenture includes customary covenants and sets forth certain events of default after which the Convertible Senior Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Convertible Senior Notes become automatically due and payable. The events of default, as set forth in the Convertible Senior Indenture and subject in certain cases to customary grace and cure periods, include customary events including a default in the payment of principal or interest, failure to comply with the obligation to deliver amounts due upon conversion, failure to give certain notices, failure to comply with the obligations in respect of certain merger transactions, failure to comply with certain other covenants, defaults under certain other indebtedness and judgments and certain events of bankruptcy and insolvency. As of June 30, 2026, the Company was in compliance with all covenants under the Convertible Senior Notes.
The following provides a summary of the interest expense of the Company's Convertible Senior Notes:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except interest rate) |
|
2026 |
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
||
Contractual interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
The following provides a summary of balances related to the Company's Convertible Senior Notes included in the Condensed Consolidated Balance Sheets:
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Unamortized deferred financing costs and deferred issuance costs |
$ |
|
|
$ |
|
|||
Net carrying amount |
|
|
|
|
|
|
||
16
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Green Convertible Notes
On August 24, 2023, the Company issued $
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 price equal to
On June 15, 2026, concurrently with the closing of the Convertible Senior Notes as described above, the Company repurchased $
As of June 30, 2026, $
17
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
The following provides a summary of the interest expense of the Company's Green Convertible Notes:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except interest rate) |
|
2026 |
|
|
2025 |
|
|
|
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) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
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.
The Revenue Bonds were offered in
Bond Series |
|
Term |
|
Principal Amount |
|
|
Outstanding as of June 30, 2026 |
|
|
Interest Rate |
|
|
Maturity Date |
|||
2020A |
|
A2 |
|
$ |
|
|
$ |
|
|
|
% |
|
||||
2020A |
|
A3 |
|
|
|
|
|
|
|
|
% |
|
||||
2020B |
|
B2 |
|
|
|
|
|
|
|
|
% |
|
||||
2020C |
|
C1 |
|
|
|
|
|
|
|
|
% |
|
||||
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|||
In March 2024, PureCycle Technologies LLC ("PCT LLC"), a subsidiary of the Company, purchased
18
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
During the six months ended June 30, 2026, the Company did
As of June 30, 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 recognized $
The following provides a summary of the Company's Revenue Bonds:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Amortization of deferred financing costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of original issue discount |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(in thousands) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Unamortized deferred financing costs and deferred issuance costs |
|
$ |
|
|
$ |
|
||
Net carrying amount |
|
|
|
|
|
|
||
Revenue Bonds Sold to Related Parties
During the six months ended June 30, 2026, the Company did
The Company recognized 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
19
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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.
On June 10, 2026, the Company executed an amendment to the Revolving Credit Agreement to, among other things, (i) permit the Convertible Senior Notes Offering and the 2026 Common Stock Offering and (ii) remove as secured obligations certain obligations in respect of the Company’s Series A Preferred Stock, par value $
There were
Principal repayments due on long-term debt and related party bonds payable over the next five years are as follows (in thousands):
Years Ending December 31, |
|
Long-Term Debt |
|
|
Related Party Bonds Payable |
|
||
2026 (July through December) |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
2031 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: Original issue discount and debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: Current portion |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
||
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
20
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 June 30, 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”). 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 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 $
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
21
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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.
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
22
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
a
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
Stockholders' Equity
Series A Preferred Stock
On September 13, 2024, the Company issued
23
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
issuance discount) on the Series A Preferred Stock during the three months ended June 30, 2026 and 2025, respectively, and $
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. The Company recognized income of $
The shares of Series A Preferred Stock will be redeemed in cash at a price equal to $
Preferred Stock
As of June 30, 2026 and December 31, 2025, the Company was authorized to issue
Common Stock
Holders of the Company's Common Stock are entitled to
In June 2026, the Company issued
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
24
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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 ("RSAs"), 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 June 30, 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 (generally either one or four years) 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. Forfeitures are recorded in the period in which they occur. 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 six months ended June 30, 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 June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
As of June 30, 2026, there were $
25
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Stock Options
The stock options issued pursuant to the Plan are time-based and vest over the period defined in each individual grant agreement (generally three years) or upon a change of control event as defined in the Plan. All stock option grants have an exercise price equal to the fair market value of the Company's Common Stock on the date of grant and generally have a
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 and Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
|||
Risk-free rate of return |
|
|
% |
|
|
|||
Expected option term (in years) |
|
|
|
|
|
|
||
The expected term of the shares granted is estimated using the simplified method, which is based on the midpoint between the vesting date and the expiration of the contractual term. The simplified method is used due to the lack of sufficient historical experience for the Company. 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. Forfeitures are recorded in the period in which they occur.
A summary of stock option activity for the six months ended June 30, 2026 is as follows:
|
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term |
|
|
Aggregate Intrinsic Value |
|
||||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised (2) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Balance, June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable (3) |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
__________
(1)
(2)
(3)
As of June 30, 2026, there were $
26
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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 (generally one or three years) 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. Forfeitures are recorded in the period in which they occur.
A summary of the PSU activity for the six months ended June 30, 2026 is as follows:
|
|
Number of PSUs |
|
|
Weighted Average Grant |
|
|
Weighted Average Remaining Recognition Period |
|
|||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Balance, June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
As of June 30, 2026, there were $
During 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 and six months ended June 30, 2026 and 2025, and is recorded in cost of operations and selling, general and administrative expenses within the Condensed Consolidated Statements of Comprehensive Loss:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
RSUs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
RSAs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSUs |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total equity-based |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
27
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
NOTE 13 - WARRANTS
The Company had the following series of warrants outstanding (in thousands, except per-share values) as of June 30, 2026 and December 31, 2025, all of which are exercisable:
Warrant Series |
|
June 30, 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 |
|
|
|
|
|
|
|
|
|
|
|
|||
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 $
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 June 30, 2026, approximately
During the six months ended June 30, 2026,
Refer to Note 14 - Fair Value of Financial Instruments for further information.
Series A Warrants
On March 7, 2022, the Company issued approximately
28
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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
The agreements governing the Series B 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 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.
29
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
Warrant expense/(benefit) recognized during the three and six months ended June 30, 2026 and 2025 is presented in the following table:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Private Warrants |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Series A Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series B Warrants |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Series C Warrants |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
RTI Warrants (1) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Change in fair value of warrants |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
__________
(1)
NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Instruments Measured and Recorded at Fair Value on a Recurring Basis
As of June 30, 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:
|
|
June 30, 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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
U.S. Treasury |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total available- |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Put Option Liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Warrant liability: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Private Warrants - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series A Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series B Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Series C Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total warrant liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
30
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
As of June 30, 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:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Convertible Senior |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
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.
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:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Expected option term (in 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 June 30, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
|
|
Balance, June 30, 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.
31
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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.
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Expected option term (in 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
A summary of the Series B Warrants activity from December 31, 2025 to June 30, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
( |
) |
Balance, June 30, 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.
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Expected annual dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free rate of return |
|
|
% |
|
|
% |
||
Expected option term (in 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 June 30, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
( |
) |
Balance, June 30, 2026 |
|
$ |
|
|
32
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
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.
|
|
June 30, 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, fair value of the Put Option was measured and recorded as of June 30, 2026.
A summary of the Put Option activity from December 31, 2025 to June 30, 2026 is as follows:
(in thousands) |
|
Fair Value |
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value |
|
|
|
|
Balance, June 30, 2026 |
|
$ |
|
|
NOTE 15 – NET LOSS PER SHARE
The Company follows the two-class method when computing net loss 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 Convertible Senior Notes, 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.
33
PureCycle Technologies, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
The computation for the basic and diluted loss per share for the three and six months ended June 30, 2026 and 2025 are as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Dividends accumulated on Series B Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic net loss attributable to common |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted net loss attributable to common |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to common |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Certain outstanding Common Stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, as including them would have been anti-dilutive.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Anti-dilutive shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingently - issuable shares to Legacy PCT |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issuable upon conversion of Convertible Senior |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issuable upon conversion of Green Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issuable upon conversion of Series B |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total anti-dilutive shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
__________
(1)
34
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:
35
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.
36
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 polypropylene 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:
37
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Recent Developments
Our future growth plans are anticipated to increase our installed capacity, which includes the following Planned Facilities:
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. 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, refinement, or enhancement of the Technology, the design of the facilities and equipment that will use the Technology to purify
38
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
recycled polypropylene, and the advancement of 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.
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 and Six Months ended June 30, 2026 and 2025
The following table summarizes our operating results for the three and six months ended June 30, 2026 and 2025:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
||||||
Revenues |
|
$ |
4,512 |
|
|
$ |
1,650 |
|
|
$ |
2,862 |
|
|
$ |
8,639 |
|
|
$ |
3,230 |
|
|
$ |
5,409 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of operations |
|
|
34,820 |
|
|
|
30,020 |
|
|
|
4,800 |
|
|
|
66,214 |
|
|
|
54,022 |
|
|
|
12,192 |
|
Research and development |
|
|
1,414 |
|
|
|
1,409 |
|
|
|
5 |
|
|
|
2,969 |
|
|
|
2,961 |
|
|
|
8 |
|
Selling, general and administrative |
|
|
9,612 |
|
|
|
15,819 |
|
|
|
(6,207 |
) |
|
|
22,585 |
|
|
|
29,566 |
|
|
|
(6,981 |
) |
Total operating expenses |
|
|
45,846 |
|
|
|
47,248 |
|
|
|
(1,402 |
) |
|
|
91,768 |
|
|
|
86,549 |
|
|
|
5,219 |
|
Operating loss |
|
|
(41,334 |
) |
|
|
(45,598 |
) |
|
|
4,264 |
|
|
|
(83,129 |
) |
|
|
(83,319 |
) |
|
|
190 |
|
Other expense/(income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense |
|
|
15,393 |
|
|
|
17,640 |
|
|
|
(2,247 |
) |
|
|
30,775 |
|
|
|
32,704 |
|
|
|
(1,929 |
) |
Interest income |
|
|
(992 |
) |
|
|
(621 |
) |
|
|
(371 |
) |
|
|
(2,374 |
) |
|
|
(1,000 |
) |
|
|
(1,374 |
) |
Change in fair value of warrants |
|
|
52,492 |
|
|
|
82,295 |
|
|
|
(29,803 |
) |
|
|
29,495 |
|
|
|
25,626 |
|
|
|
3,869 |
|
Loss on extinguishment of debt |
|
|
34,541 |
|
|
|
— |
|
|
|
34,541 |
|
|
|
34,541 |
|
|
|
— |
|
|
|
34,541 |
|
Other (income)/expense, net |
|
|
(549 |
) |
|
|
(672 |
) |
|
|
123 |
|
|
|
94 |
|
|
|
(5,241 |
) |
|
|
5,335 |
|
Total other expense |
|
|
100,885 |
|
|
|
98,642 |
|
|
|
2,243 |
|
|
|
92,531 |
|
|
|
52,089 |
|
|
|
40,442 |
|
Net loss |
|
$ |
(142,219 |
) |
|
$ |
(144,240 |
) |
|
$ |
2,021 |
|
|
$ |
(175,660 |
) |
|
$ |
(135,408 |
) |
|
$ |
(40,252 |
) |
Revenues
The Company reported $4.5 million and $1.7 million in revenues during the three months ended June 30, 2026 and 2025, respectively, and $8.6 million and $3.2 million during the six months ended June 30, 2026 and 2025, respectively. This increase is attributed to the continued development of customer relationships and 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.
39
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Cost of Operations
Cost of operations increased approximately $4.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Our PureFive® production increased from 3.4 million pounds during the second quarter of 2025 to 4.5 million pounds during the second quarter of 2026. Cost of operations for the three months ended June 30, 2026 included $3.0 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, $2.6 million of higher labor costs and professional services primarily driven by the annual planned plant shutdown for maintenance of our Ironton Facility (the "Ironton Turnaround"), $0.8 million higher facilities costs attributable to the expansion of offsite storage and processing space and higher utilities costs associated with higher production volumes, and $0.3 million of higher supplies and materials costs, partially offset by a $3.3 million lower loss on the disposal of fixed assets.
Cost of operations increased approximately $12.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Our PureFive® production increased from 7.7 million pounds during 2025 to 13.0 million pounds during 2026. Cost of operations for the six months ended June 30, 2026 included $6.2 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, $3.6 million of higher labor costs and professional services primarily driven by the Ironton Turnaround described above, $3.2 million higher facilities costs attributable to the expansion of offsite storage and processing space and higher utilities costs associated with higher production volumes, and $1.1 million of higher supplies and materials costs, partially offset by a $3.3 million lower loss on the disposal of fixed assets.
Research and Development Expenses
Research and development expenses remained relatively consistent for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased approximately $6.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This decrease was primarily driven by $4.4 million lower equity-based compensation, mainly due to a special equity-based compensation grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant during the second quarter of 2025, and approximately $1.6 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.
Selling, general and administrative expenses decreased approximately $7.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This decrease was primarily driven by $5.2 million lower equity-based compensation, mainly due to a special equity-based compensation grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant during the second quarter of 2025, and approximately $5.1 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, partially offset by $4.0 million of higher professional services and contract labor driven by preliminary planning and design work for our Planned Facilities.
Interest Expense
Interest expense decreased for both the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The decrease in interest expense was primarily attributed to lower interest expense on equipment financing due to the paydown of outstanding balances in October of 2025, partially offset by an increase in 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.
40
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Interest Income
Interest income for the three and six months ended June 30, 2026 increased $0.4 million and $1.4 million, respectively, as compared to the three and six months ended June 30, 2025 due to higher average cash and investment balances in 2026 compared to 2025.
Change in Fair Value of Warrants
During the three months ended June 30, 2026, the fair value of our liability-classified warrants increased approximately $52.5 million, as compared to an increase in fair value of $82.3 million during the three months ended June 30, 2025. The increase during the three months ended June 30, 2026 was primarily attributable to an increase in the Company's Common Stock price during the quarter, an increase in the fair value of our public warrants, and an increase in the volatility during the period. The increase during the three months ended June 30, 2025 was primarily driven by an increase in the underlying value of our Common Stock, partially offset by fewer warrants outstanding as a result of the exercise of the warrants issued to RTI Global (the "RTI Warrants") during the first quarter of 2025.
During the six months ended June 30, 2026, the fair value of our liability-classified warrants increased approximately $29.5 million, as compared to an increase in fair value of $25.6 million during the six months ended June 30, 2025. The increase during the six months ended June 30, 2026 was primarily attributable to an increase in the fair value of our public warrants, and an increase in the volatility during the period, partially offset by a decrease in the Company's Common Stock price during the period. The increase during the six months ended June 30, 2025 was primarily driven by an increase in the underlying value of our Common Stock, partially offset by fewer warrants outstanding as a result of the exercise of the RTI Warrants during the first quarter of 2025.
Loss on Extinguishment of Debt
On June 15, 2026, the Company repurchased $216.0 million aggregate principal amount of the Green Convertible Notes in privately negotiated transactions for aggregate cash consideration of approximately $246.3 million, including accrued and unpaid interest. As a result of the repurchases, the Company recognized a loss on extinguishment of debt of $34.5 million during the three and six months ended June 30, 2026. The loss represents the excess of the aggregate cash consideration paid over the net carrying amount of the repurchased Green Convertible Notes, including the write-off of the proportionate unamortized original issue discount and debt issuance costs attributable to the repurchased principal.
Other (Income)/Expense, Net
During the three months ended June 30, 2026, the $0.5 million of other income was primarily comprised of a $0.6 million decrease in the fair value of the Series A Preferred Stock contingent put right (the “Put Option”). During the three months ended June 30, 2025, the $0.7 million of other income was primarily comprised of a $0.3 million decrease in the fair value of the Put Option, resulting in a gain recorded in other income.
During the six months ended June 30, 2026, the $0.1 million of other expense was primarily comprised of a $0.9 million increase in the fair value of the Put Option, partially offset by a $0.8 million reduction of interest costs attributed to the DB legal settlement. During the six months ended June 30, 2025, the $5.2 million of other income was primarily comprised of a $3.4 million decrease in the fair value of the Put Option, resulting in a gain recorded in other income, and a net gain from insurance proceeds of approximately $1.3 million related to settlement of the shareholder derivative lawsuit.
41
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
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.
The following is a summary of the components of our current liquidity. As of June 30, 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) |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Cash and cash equivalents |
|
$ |
165,223 |
|
|
$ |
156,694 |
|
Restricted cash |
|
|
12,071 |
|
|
|
11,340 |
|
Available-for-sale investments |
|
|
59,593 |
|
|
|
13,631 |
|
Total cash and marketable securities |
|
$ |
236,887 |
|
|
$ |
181,665 |
|
Sylebra Line of Credit, $200.0 million borrowing capacity remaining, |
|
$ |
— |
|
|
$ |
— |
|
As of June 30, 2026, we had approximately $236.9 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. Available-for-sale investments are comprised of corporate entity debt securities and U.S. Treasury securities due within one year. 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 $34.6 million of total project spend related to our Ironton Facility, which included $15.0 million of cash paid to settle the DB arbitration as described above, as well as the planned construction of our Planned Facilities during 2026.
In June 2026, we issued the Convertible Senior Notes (as described in detail in Note 8 - Long-Term Debt and Bonds Payable to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and also issued 19.9 million shares of our Common Stock at $8.21 per share (as described in detail in Note 11 - Mezzanine Equity and Stockholders' Equity to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q). The total aggregate principal amount of the Convertible Senior Notes issued was $287.5 million and the total gross proceeds on the 2026 Common Stock Offering was $163.0 million.
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.
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.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
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 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 is 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 previously disclosed Denham-Blythe ("DB") arbitration matter, 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 included elsewhere in this Quarterly Report on Form 10-Q for further discussion of our debt obligations.
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PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Cash Flows
A summary of our cash flows for the six months ended June 30, 2026 and 2025 is as follows:
|
|
Six Months Ended June 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|||
Net cash used in operating activities |
|
$ |
(92,684 |
) |
|
$ |
(75,590 |
) |
|
$ |
(17,094 |
) |
Net cash used in investing activities |
|
|
(81,041 |
) |
|
|
(23,609 |
) |
|
|
(57,432 |
) |
Net cash provided by financing activities |
|
|
182,985 |
|
|
|
355,632 |
|
|
|
(172,647 |
) |
Cash and cash equivalents and restricted cash, |
|
|
168,034 |
|
|
|
41,511 |
|
|
|
126,523 |
|
Cash and cash equivalents and restricted cash, |
|
$ |
177,294 |
|
|
$ |
297,944 |
|
|
$ |
(120,650 |
) |
Cash Flows from Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 increased by $17.1 million as compared to the six months ended June 30, 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 paid for interest on the repurchased Green Convertible Notes during 2026, payments for legal and other costs associated with the DB arbitration matter as described above, and the Ironton Turnaround costs.
Cash Flows from Investing Activities
During the six months ended June 30, 2026, we reported cash used in investing activities of approximately $81.0 million, which was comprised of net cash purchases of investment in debt securities of $88.0 million and cash paid for capital expenditures of $35.2 million, partially offset by sale of debt securities of $42.2 million. The cash outflow for capital expenditures includes approximately $15.0 million of cash paid to settle the DB arbitration as described above, which was capitalized to property, plant and equipment. The cash outflows for capital expenditures also includes $2.1 million associated with the Ironton Turnaround, as described above.
During the six months ended June 30, 2025, we reported cash used in investing activities of approximately $23.6 million, which was entirely comprised of cash paid for capital expenditures during that period.
Cash Flows from Financing Activities
We reported net cash provided by financing activities of approximately $183.0 million during the six months ended June 30, 2026 as compared to net cash provided by financing activities of approximately $355.6 million during the six months ended June 30, 2025.
Cash provided by financing activities for the six months ended June 30, 2026 is primarily comprised of $287.5 million of proceeds from the issuance of the Convertible Senior Notes, $163.0 million proceeds from the 2026 Common Stock Offering, $0.3 million from the exercise of stock options, and $0.2 million of proceeds from the exercise of public warrants, partially offset by $241.1 million for the repurchase of the Green Convertible Notes, $16.9 million in issuance costs associated with the Convertible Senior Notes and 2026 Common Stock Offering, $3.7 million in payments on related party revenue bonds, $2.9 million of payments on equipment financing, $2.5 million to repurchase shares of Common Stock, and $0.9 million of other financing activities.
Cash provided by financing activities for the six months ended June 30, 2025 is primarily comprised of $300.0 million of proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter of 2025, $33.3 million of proceeds from the issuance of the Company's Common Stock, $26.9 million of proceeds from the sale of revenue bonds, $14.9 million in proceeds on draws on our Sylebra revolving line of credit facility and a short-term borrowing from a related party, and $5.4 million in proceeds from the exercise of the RTI Warrants during 2025. These cash inflows were partially offset by $14.9 million in payments on our Sylebra revolving credit facility and
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PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
a short-term borrowing from a related party, $4.3 million in payments on equipment financing, $2.8 million payments to repurchase shares of Common Stock, $1.0 million in debt issuance costs paid, and $1.3 million for other financing activities.
Indebtedness
Other than the issuance of the Convertible Senior Notes and the repurchase of a significant portion of the outstanding Green Convertible Notes during June 2026 as described in Note 8 - Long-Term Debt and Bonds Payable, 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.
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PureCycle Technologies, Inc.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Information about market risks as of June 30, 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 June 30, 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.
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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.
In connection with the Convertible Senior Notes Offering and the 2026 Common Stock Offering during June 2026 as described above, we filed a current report on Form 8-K on June 11, 2026 that expanded and clarified our risk factors. You should carefully review this section in addition to the other information appearing in this Quarterly Report on Form 10-Q and in our most recent Annual Report on Form 10-K, including the Company's consolidated financial statements and related notes thereto, for important information regarding risks and uncertainties that affect the Company. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties that the Company is unaware of, or that are not currently believed to be material, may also become important factors that adversely affect the Company's business. If any of the following risks actually occur, the Company's business, financial condition, results of operations and future prospects could be materially and adversely affected.
Risks Related to PCT’s Status as a Low-Revenue Early Commercial-Stage Company
PCT is a low-revenue early commercial-stage company that has incurred operating losses since inception, and expects to continue to incur operating losses and PCT may never achieve or sustain operating profitability, which depends on the successful commercialization and scale-up of PureFive® resin products, and any other products PCT may develop in the future, to scale in the U.S., Europe, Asia and other territories.
PCT has incurred operating losses since inception, and expects to continue to incur operating losses as it continues to commercialize and scale up its PureFive® resin products. PCT relies principally on the commercialization of its PureFive® resin, and any other products PCT may develop in the future, to generate revenue growth. This includes establishing sales, marketing and distribution capabilities to effectively market and sell PureFive® resin products in the U.S., Europe, Asia, and in other territories; expanding the number of Purification plants and Feed PreP facilities; and maintaining and growing relationships with offtake partners, feedstock suppliers, customers, and other strategic partners. Achieving these objectives also requires procuring and maintaining all required regulatory approvals.
Market uncertainties, particularly related to demand for PureFive® resin, and any other products PCT may develop in the future, pricing dynamics and feedstock costs, make it difficult to predict the timing or amount of increased expenses or the timing, if ever, of achieving profitability. If demand for PureFive® resin products does not grow as anticipated, or if PCT cannot secure sufficient feedstock, offtake commitments or favorable pricing, revenue levels may not increase as expected. Even if adoption improves, adverse market conditions, cost pressures or execution risks may prevent PCT from generating sufficient revenue to achieve or sustain profitability. PCT currently has no other material lines of business or sources of revenue beyond PureFive® resin products, and this lack of diversification may limit its ability to adapt to changing business conditions and could adversely affect its business, financial condition, results of operations and prospects.
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PureCycle Technologies, Inc.
PCT’s operations are substantially dependent on intellectual property licensed from P&G under the License Agreement, and any termination, conversion or impairment of such license could have a material adverse effect on PCT’s business.
PCT’s operations are substantially dependent on the continued validity and enforceability of the intellectual property licensed from P&G under the Amended and Restated License Agreement, dated July 28, 2020, by and between PureCycle Technologies LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of PCT (“PCT LLC”), and P&G, as amended (the “License Agreement”). Pursuant to the License Agreement, P&G has granted PCT a license to utilize certain P&G intellectual property. The License Agreement sets forth certain construction and sales deadlines for future facilities outside North America, which, if missed, could result in (i) a termination of the license granted under the License Agreement (if PCT is unable to make PureFive® resin at certain production volumes and at certain prices within a certain time frame) or (ii) conversion of the license to a non-exclusive license (if PCT is unable or unwilling to provide P&G with PureFive® resin at certain prices from the first plant). In the event the License Agreement is terminated or converted to a non-exclusive license, this could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
If the P&G license is converted to a non-exclusive license following a failure to comply with the terms of the License Agreement, PCT could face competition in the future from new market entrants or existing competitors expanding their business. If the License Agreement is terminated, PCT would not have the right to utilize the P&G intellectual property that underpins the patented dissolution recycling technology for polypropylene that physically separates the polymer from other plastics, colors, odors and impurities, and the production of PureFive® resin, and PCT’s business, would not be viable unless PCT is able to develop an alternative technology. PCT has limited ability to control the prosecution, maintenance or enforcement of the underlying P&G intellectual property, and P&G may make decisions regarding such intellectual property that are adverse to PCT’s interests. Any improvements to the licensed technology developed by PCT may be subject to ownership or licensing provisions that limit PCT’s ability to exploit such improvements independently. In addition, PCT’s compliance with the terms of the License Agreement, including sublicensing limitations, quality standards and reporting obligations, is an ongoing obligation, and any breach, whether actual or alleged, could give rise to a termination right or other remedies in favor of P&G. PCT’s dependence on third-party-owned technology means that any challenge to, or invalidation of, the underlying P&G intellectual property could materially impair PCT’s competitive position and its ability to operate its business, and could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
PCT’s substantial indebtedness, restrictive covenants, and potential inability to obtain additional financing could materially and adversely affect its business, financial condition, results of operations and prospects.
As of June 30, 2026, PCT had total consolidated indebtedness of $470.2 million, including bonds payable to related parties and does not yet have any sources of material recurring revenue. PCT’s existing and future debt service obligations, together with restrictions in its financing arrangements and the uncertainty of access to additional capital, could have important consequences for the foreseeable future. A significant portion of cash flow from operating activities, if and when generated, will be required to service debt, which will reduce funds available for operations, capital expenditures, strategic initiatives, and other corporate purposes. PCT’s leverage may exceed that of some competitors, potentially placing it at a competitive disadvantage and increasing its vulnerability to market conditions, operational challenges, and changes in law or regulations. In addition, PCT’s ability to obtain additional financing for capital expenditures, and other needs may be impaired; by its existing debt and related covenants, as well as by general market conditions.
PCT’s debt agreements, including the loan agreement, dated as of October 1, 2020, between Southern Ohio Port Authority and PureCycle: Ohio LLC, and certain other agreements to which PCT is a party, contain operating, financial covenants and other restrictions that, among other things, limit PCT and its subsidiaries’ ability to incur additional debt, certain liens or other encumbrances, sell assets, transfer ownership interests, pay dividends, and enter into transactions with affiliates. These limitations could restrict activities that may be in PCT’s long-term interests and reduce its financial and operational flexibility. PCT has in the past obtained waivers or amendments for non-compliance with financial covenants; however, a failure to comply with covenants or obtain a waiver in the future
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PureCycle Technologies, Inc.
could result in an event of default under one or more agreements, permitting lenders to accelerate maturity, foreclose on collateral securing the debt, terminate commitments, or exercise other remedies. Cross-default provisions could compound these effects, and PCT might not have sufficient funds or resources to satisfy its obligations or to refinance or restructure such indebtedness on favorable terms or at all.
Additionally, PCT’s estimate of its operating expenses and capital expenditures requirements is based on assumptions that may prove to be wrong, and PCT could use its available capital resources sooner than it currently expects. Changing circumstances, some of which may be beyond PCT’s control, could cause PCT to consume capital significantly faster than it currently anticipates, and PCT may need to seek additional funds sooner than planned.
Until PCT can generate significant revenue from sales of its products, PCT will require additional financing to fund its operations and growth. There can be no assurance that additional capital will be available when needed, on acceptable terms or at all. Any such financing, if available, may involve the issuance of equity or equity-linked securities that are dilutive to existing stockholders, securities with preferences that are senior to PCT’s Common Stock, or additional indebtedness that imposes restrictive covenants, collateral requirements, or repayment obligations, each of which could further constrain PCT’s operations and liquidity. PCT may also seek capital opportunistically due to favorable market conditions or strategic considerations even if it believes existing resources are adequate. If PCT cannot obtain financing when required or on reasonable terms, it may be unable to execute its business strategy, meet obligations as they come due, or maintain compliance with financial covenants, any of which would adversely affect its business, financial condition, results of operations and prospects.
PCT faces risks and uncertainties related to litigation, regulatory actions and investigations.
From time to time, PCT has and may continue to be involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, product liability, relationships with PCT’s feedstock suppliers and offtake partners as well as strategic partners, intellectual property disputes, additional volatility in the market price of PCT’s securities and other business matters. Any such claims or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
The results of litigation and other legal proceedings are inherently uncertain and adverse judgments or settlements may result in materially adverse monetary damages or injunctive relief against PCT. Any claims or litigation, even if fully indemnified or insured, could damage PCT’s reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. The litigation and other legal and regulatory proceedings described in the notes to PCT’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the interim periods ended March 31, 2026 and June 30, 2026 are subject to future developments and management’s view of these matters may change in the future.
Risks Related to PCT’s Operations
If PCT is unable to consistently execute capital investment projects to cost and schedule, and to achieve and sustain targeted production volumes, yields, uptime, quality and economics at the Ironton Facility, the Company’s economic viability and ability to raise capital could be materially and adversely impacted, and construction of one or more additional PreP and Purification facilities may be delayed or abandoned.
PCT’s Ironton Facility is the foundation of PCT’s commercial strategy. Failure to increase production rates that approach the plant’s full capacity and can meet expected current and future customer demand, as well as maintain sufficient uptime, product quality specifications and unit economics at the Ironton Facility could undermine investor confidence and PCT’s ability to attract future capital, customers and strategic partners as it continues development of the other Planned Facilities. Operational challenges at the Ironton Facility have included, but are not limited to: (i) filter fouling, including the accumulation of contaminants on filtration systems that can reduce throughput, increase maintenance requirements and cause unplanned downtime; (ii) co-product handling, including the potential monetization of non-polypropylene materials and process residues; (iii) odor and color specification compliance, which are among the most difficult quality parameters to achieve consistently at commercial scale; and
49
PureCycle Technologies, Inc.
(iv) maintenance downtime, including both planned and unplanned outages that reduce effective operating hours and output. Any one or more of these operational challenges or failures, individually or in combination, could prevent PCT from achieving or sustaining the production volumes, yields, uptime, quality or economics required to demonstrate commercial viability, satisfy offtake commitments and support the construction and financing of future Planned Facilities.
Additionally, the construction and commissioning of any new project, including PreP and Purification facilities, is dependent on a number of contingencies, many of which are beyond PCT’s control. There is also a risk that significant unanticipated costs or delays could arise due to, among other things, errors or omissions, unanticipated or concealed construction site conditions, including subsurface conditions, unforeseen technical issues or increases in plant and equipment costs, delays in delivery of certain long-lead items, insufficiency of water supply and other utility infrastructure, inadequate contractual arrangements or unanticipated or unforeseen regulatory requirements, engineering, procurement, and construction contract delays or defaults, cost overruns arising from changes in scope, labor or materials pricing, permitting delays or denials, and the inability to replicate at future facilities the operational learnings and process improvements achieved at the Ironton Facility. Should significant unanticipated costs arise, this could have a material adverse impact on PCT’s business, financial performance, cash utilization and operations. No assurance can be given that construction will commence or be completed, or will be completed without further delay.
Delays in commissioning and obtaining an independent engineer’s certificate of operational performance at the Ironton Facility or any new project could severely impact PCT’s business, financial condition, results of operations and prospects.
PCT may not be able to achieve full commissioning and the certification of operational performance required by an independent engineer of the Ironton Facility due to a variety of factors including, but not limited to, the rates at which other plastics and additives can currently be removed from the Purification process, as well as challenges with sustaining continuous operations at full capacity over a number of consecutive days. Failure to achieve full commissioning, obtain the certification or sustain continuous operations at the Ironton Facility could severely impact PCT’s business, financial condition, results of operations and prospects, and impact PCT’s ability to comply with certain covenants under its debt agreements.
PCT currently relies on a single facility for all of its operations, and its business is not diversified.
PCT currently relies solely on the operations at the Ironton Facility, and there is no guarantee that the Planned Facilities will be constructed on the expected timeline, or at all. Adverse changes or developments affecting the Ironton Facility could impair PCT’s ability to produce PureFive® resin and impact its business, prospects, financial condition and results of operations. Any shutdown or period of reduced production at the Ironton Facility, which may be caused by regulatory noncompliance or other issues, as well as other factors beyond its control, such as severe weather conditions, natural disaster, fire, power interruption or outages, work stoppage, disease outbreaks or pandemics, equipment failure, delay in supply delivery, or shortages of material, equipment, or labor, has in the past, and would in the future, significantly disrupt PCT’s ability to grow and produce PureFive® resin products in a timely manner, or at all, meet its contractual obligations and operate its business. PCT has historically experienced periodic equipment failures, some of which have caused extended interruptions to plant operations, and other interruptions or plant shutdowns could occur in the future. Some of PCT’s equipment is costly to repair, and PCT’s equipment supply chains may be disrupted in connection with pandemics, trade wars or other factors. If any material amount of PCT’s machinery were damaged, it would be unable to predict when, if at all, it could replace or repair such machinery or find co-manufacturers with suitable alternative machinery, which could adversely affect PCT’s business, financial condition, results of operations and prospects. Performance guarantees may not be sufficient to cover damages or losses, or the guarantors under such guarantees may not have the ability to pay. Any insurance coverage PCT has may not be sufficient to cover all of its potential losses and may not continue to be available to PCT on acceptable terms, or at all.
50
PureCycle Technologies, Inc.
There are also currently no other lines of business or other material sources of revenue to support the Company’s future. Such lack of diversification may limit PCT’s ability to adapt to changing business conditions and could have an adverse effect on PCT’s business, financial condition, results of operations and prospects.
Cybersecurity incidents and the failure to maintain the integrity of PCT’s systems or infrastructure, or those of third parties with which PCT does business, could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
PCT is subject to an increasing number of information technology vulnerabilities, threats and targeted computer crimes that pose a risk to the security of its systems and networks and the confidentiality, availability and integrity of data. Disruptions or failures in the physical infrastructure or operating systems that support PCT’s businesses, offtake partners, feedstock suppliers and customers, or cyber-attacks or security breaches of PCT’s networks or systems or of third party suppliers and service providers, could result in the loss of customers and business opportunities, lawsuits, regulatory fines, penalties or intervention, reputational damage, loss of stakeholder confidence, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect PCT’s business, financial condition, results of operations and prospects. In addition, recently enhanced cybersecurity disclosure requirements increase the risk of regulatory scrutiny enforcement actions and securities litigation in the wake of a material cyber incident. Emerging artificial intelligence (“AI”) technologies may intensify these cybersecurity risks and introduce new governance and compliance obligations under evolving AI-related laws and guidance in the U.S. and abroad. In addition, PCT relies on third party software-as-a service and cloud providers for critical business functions, and any disruptions, misconfiguration or breach in these services could materially impact the Company’s business. Increasing costs associated with cybersecurity protections may be costly and may also adversely affect the financial condition of PCT. While PCT attempts to mitigate these risks, PCT’s systems, data, networks, products, solutions and services remain potentially vulnerable to advanced and persistent cybersecurity threats.
PCT also maintains and has access to sensitive, confidential or personal data or information in its business that is subject to privacy and security laws, regulations and customer controls. Despite PCT’s efforts to protect such personal data or information, PCT’s facilities and systems and those of its customers, offtake partners, feedstock suppliers and third-party service providers may be vulnerable to cybersecurity incidents, theft, misplaced or loss of data, insider threats, supply chain risks, natural disasters, zero-day vulnerabilities, programming and/or human errors that could lead to the compromise of sensitive, confidential or personal data or information or unauthorized use or disruption of PCT’s systems and software.
PCT may be unable to sufficiently protect its proprietary rights and may encounter disputes from time to time relating to its use of the intellectual property of third parties.
PCT relies on its proprietary intellectual property, including registered trademarks and certain licensed intellectual property under the License Agreement and other documents to market, promote and sell PureFive® resin products. PCT monitors and protects against activities that might infringe, dilute, or otherwise harm its trademarks and other intellectual property and relies on the relevant patent, trademark and other laws of the U.S. and other countries. However, PCT may be unable to prevent third parties from using its intellectual property without authorization. In addition, the laws of some non-U.S. jurisdictions, particularly those of certain emerging markets, provide less protection for PCT’s proprietary rights than the laws of the U.S. and present greater risks of counterfeiting and other infringement. To the extent PCT cannot protect its intellectual property, unauthorized use and misuse of PCT’s intellectual property could harm its competitive position and have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
Despite PCT’s efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of its technology and processes. PCT’s competitors and other third parties independently may design around or develop similar technology or otherwise duplicate PCT’s services or products such that PCT could not assert its intellectual property rights against them. In addition, PCT’s contractual arrangements may not effectively prevent disclosure of its intellectual property and confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. Measures in place may not prevent misappropriation or
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infringement of PCT’s intellectual property or proprietary information and the resulting loss of competitive advantage, and PCT may be required to litigate to protect its intellectual property and proprietary information from misappropriation or infringement by others, which is time consuming, expensive, could cause a diversion of resources and may not be successful.
PCT also may encounter disputes from time to time concerning intellectual property rights of others, and it may not prevail in these disputes. Third parties may raise claims against PCT alleging that PCT, or consultants or other third parties retained or indemnified by PCT, infringe on their intellectual property rights. Some third-party intellectual property rights may be extremely broad, and it may not be possible for PCT to conduct its operations in such a way as to avoid all alleged violations of such intellectual property rights. Given the complex, rapidly changing and competitive technological and business environment in which PCT operates, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against PCT may cause PCT to spend significant amounts to defend the claim, even if PCT ultimately prevails, pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property (temporarily or permanently), cease offering certain products or services, or incur significant license, royalty or technology development expenses.
Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies such as PCT. Even in instances where PCT believes that claims and allegations of intellectual property infringement against it are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of PCT’s management and employees. In addition, although in some cases a third party may have agreed to indemnify PCT for such costs, such indemnifying party may refuse or be unable to uphold its contractual obligations. In other cases, insurance may not cover potential claims of this type adequately or at all, and PCT may be required to pay monetary damages, which may be significant.
Climate change, or legal, regulatory or market measures to address climate change may materially adversely affect the Company’s financial condition and business operations.
Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to PCT’s future operations from natural disasters and extreme weather conditions, such as hurricanes, tornadoes, wildfires or flooding. Such extreme weather conditions could pose physical risks to PCT’s facilities and disrupt operation of PCT’s supply chain and may impact operational costs. The impacts of climate change on global resources may result in scarcity, which could in the future impact PCT’s ability to access sufficient equipment and materials in certain locations and result in increased costs.
Additionally, concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current legal or regulatory requirements, PCT may experience increased compliance burdens and costs to meet the regulatory obligations and may adversely affect raw material sourcing, manufacturing operations and the distribution of PCT’s products. Likewise, a failure to comply with any current or future sustainability-related reporting requirements, as established by regulators in the U.S., Europe, and beyond, may result in loss of business, regulatory penalties, litigation, and/or reputational damage.
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PCT may be negatively impacted by volatility in the political and economic environment, which could have an adverse impact on PCT’s business, financial condition, results of operations and prospects.
Trade, monetary and fiscal policies, and political and economic conditions may substantially change, and credit markets may experience periods of constriction and variability. These conditions may impact PCT’s business. Further, rising or prolonged high inflation may negatively impact PCT’s business and raise its costs, specifically with respect to the construction of the Planned Facilities and other future Purification and Feed PreP facilities. In the case of sustained inflation, it could become increasingly difficult to effectively mitigate the increases to PCT’s costs. If PCT is unable to take actions to effectively mitigate the effect of the resulting higher costs, PCT’s business, financial condition, results of operations and prospects could be adversely impacted.
Although the Federal Reserve began to reduce interest rates in late 2024 through 2025, they continue to remain higher than pre-pandemic levels. The Federal Reserve may continue to hold them at their currently high rates longer than expected. Higher interest rates, coupled with reduced government spending and volatility in financial markets, may increase economic uncertainty and affect PCT’s offtake partners, feedstock suppliers and potential customers. Similarly, the ongoing military conflict between Russia and Ukraine and the current instability in the Middle East has created volatility in various markets and could have further global economic consequences, including disruptions of the global supply chain, increased costs and energy markets. Furthermore, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity concerns. Any such volatility, disruptions or market-wide liquidity concerns may adversely affect PCT’s business or the third parties on whom it relies. If the equity and credit markets deteriorate, including as a result of political or economic unrest or war, it may make necessary debt or equity financing, such as the financing necessary to fully fund the construction of the Planned Facilities, future Purification facilities and currently contemplated and future Feed PreP facilities and otherwise finance PCT’s expansion, more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased or sustained inflation can adversely affect PCT by increasing its costs, including labor and employee benefit costs. In addition, higher or sustained inflation, macro turmoil, uncertainty and market-wide liquidity concerns could also adversely affect PCT’s offtake partners, feedstock suppliers and potential customers, which could have an adverse impact on PCT’s business, financial condition, results of operations and prospects.
Risks Related to PCT’s Production of PureFive® Resin
There is no guarantee the Technology is scalable to commercial-scale profitability.
The Technology is based upon generally-available commercial equipment to process contaminated polypropylene into clean recycled polypropylene product. While PCT has constructed the Feedstock Evaluation Unit (the “FEU”) to demonstrate the process using the same or similar equipment (except at a smaller scale) as the Ironton Facility, and, for the most part, the Planned Facilities, the FEU does not operate at a commercial scale. The FEU test data was used to design the Ironton Facility equipment for commercial scale and testing under the intended operating conditions and configuration for the commercial-scale operation to verify reproducibility of results including color, melt flow index, moldability (tensile modulus and other measures) and the odor of the final PCT-produced polypropylene product. While that testing indicated that the FEU can generate recycled polypropylene product that, on average, meets all of its key parameter targets, PCT cannot guarantee these results will be achieved if or when the Ironton Facility, or any of the Planned Facilities, are operating at full capacity. PCT’s ability to achieve commercial-scale profitability relies on its ability to commercially scale its operations. Further, of the four quality parameters for PureFive® resin, odor is the most difficult to characterize and measure. PCT’s goal is to generate product that will significantly reduce the odor of the offtake and be comparable or nearly comparable to virgin polypropylene with respect to level of odor, but PCT cannot guarantee that the Ironton Facility, or any of the Planned Facilities, will be capable of achieving the quality parameters of PureFive® resin on a consistent basis to achieve profitability on a commercial scale. The Ironton Facility’s, or any of the Planned Facilities’, failure to consistently achieve the quality parameters for PureFive® resin
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at higher rates could impact PCT’s business, financial condition, results of operations and prospects if the possible shortfalls versus specification are not effectively remedied per contract.
Furthermore, the Thailand and Belgium Facilities are expected to be larger 130 million-pound per year Purification facilities and the Augusta Facility is planned to be PCT’s first scaled-up facility model, with an expected capacity of 300 million pounds per year. PCT is currently working on engineering for the Thailand Facility and Belgium Facility, and pre-engineering for the design and installation of the scaled-up Purification facility at the Augusta Facility, and there is no guarantee that these efforts will be successful. If the Thailand Facility and Belgium Facility are not completed and operational, and the Augusta Facility fails to achieve the expected efficiencies, including across the construction and permitting processes, as well as fails to reduce average capital expenditures per plant and reduce overall operating costs, PCT’s business, financial condition, results of operations and prospects could be materially adversely impacted.
PCT may not be successful in consummating strategic endeavors for the sale of PureFive® resin products.
PCT may not be successful in efforts to establish or consummate strategic endeavors, or other alternative arrangements for the sale of PureFive® resin products because PCT’s products may be deemed to be at too early of a stage of development for collaborative effort or third parties may not view PCT’s product as having the requisite potential to demonstrate commercial success.
If PCT is unable to reach agreements with existing or future customers on a timely basis, on acceptable terms or at all, PCT may have to curtail the development of PureFive® resin products, reduce or delay the development program, delay potential commercialization, reduce the scope of any sales or marketing activities or increase expenditures and undertake development or commercialization activities at PCT’s own expense. If PCT elects to fund development or commercialization activities on its own, PCT may need to obtain additional expertise and additional capital, which may not be available on acceptable terms or at all. If PCT fails to enter into collaborations and does not have sufficient funds or expertise to undertake the necessary development and commercialization activities, PCT may not be able to further develop product candidates and PCT’s business, financial condition, results of operations and prospects may be materially and adversely affected.
PCT’s failure to secure sufficient quantities of waste polypropylene could have a negative impact on PCT’s business, financial condition, results of operations and prospects.
PCT’s ability to procure a sufficient quantity and quality of post-industrial and post-consumer waste that contains high levels of polypropylene as feedstock is dependent upon certain factors outside of PCT’s control, including, but not limited to:
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Additionally, while PCT believes it has sourced sufficient feedstock of desirable quality and with high levels of polypropylene, and that it has the ability to increase polypropylene content at its pre-processing facilities, it cannot guarantee that feedstock suppliers will have sufficient quantities available and at the appropriate specifications in accordance with their respective agreements with PCT. If feedstock is not available to PCT in sufficient quantity and of requisite quality and with high levels of polypropylene, PCT’s business, financial condition, results of operations and prospects could be materially adversely impacted.
Because PCT’s global expansion requires sourcing feedstock and supplies and shipping product around the world (including Asia and Europe), changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect PCT’s business, financial condition, results of operations and prospects.
PCT’s global expansion model, which includes the construction of the Planned Facilities, will require sourcing additional feedstock in the U.S. and from suppliers around the world. The U.S. federal government, the Belgian government, the Thai government and other governmental bodies may propose changes to international trade agreements, tariffs, taxes and other government rules and regulations that would affect PCT’s global expansion model. For example, the U.S. government has imposed and expanded tariffs and other trade measures on certain foreign imports into the U.S., particularly from China, Canada, and Mexico. If any restrictions or significant increases in costs or tariffs are imposed related to feedstock sourced from Asia, Europe, or elsewhere, as a result of amendments to existing trade agreements, and PCT’s supply costs consequently increase, PCT may be required to raise PureFive® resin product prices, which may result in decreased margins, the loss of customers, and a material adverse effect on PCT’s financial results. The extent to which PCT’s margins could decrease in response to any future tariffs is uncertain. PCT continues to evaluate the impact of effective trade agreements, as well as other recent changes in foreign trade policy on its supply chain, costs, sales and profitability, which could negatively impact PCT’s business, financial condition, results of operations and prospects. Any such impact could be material.
There is no guarantee the Feed PreP facilities will be viable or achieve the expected efficiencies.
In conjunction with future Purification facilities, PCT expects to build and operate Feed PreP facilities in locations geographically near the feed sources in an effort to optimize PCT’s supply chain economics. These Feed PreP facilities are expected to employ feedstock processing systems with advanced sorting capabilities that can handle various types of plastics in addition to polypropylene (designated as no. 5 plastic), such as plastic bales between #1 and #7. There is no guarantee that the Feed PreP facilities will be successful. If the feedstock processing systems don’t operate as expected, or in a commercially viable manner or are constrained from receiving permits necessary to operate the facilities by city, country or state regulations; the Feed PreP facilities fail to achieve the expected efficiencies, including due to increased shipping costs; as well as fail to reduce average expenditures on feedstock and reduce overall operating costs, PCT’s business, financial condition, results of operations, and prospects could be materially adversely impacted.
There is no guarantee the “Feedstock+” pricing model will be successful or adopted broadly across PCT’s offtake agreements. For those agreements where selling prices remain linked to virgin polypropylene price indices, PCT’s feedstock, PreP, energy, logistics and plant costs may not move commensurately, which may result in margin compression or elimination in low oil price environments.
PCT’s Feedstock+ pricing model for offtake agreements uses a formula based on: (i) a secondary materials per pound pricing index for curbside bales divided by a fixed polypropylene yield loss modifier, plus (ii) a fixed base price per pound covering PCT’s operating and conversion costs. The Feedstock+ pricing model is designed to mitigate the impact on PCT’s operating margins by incorporating the feedstock market price fluctuations, upside and downside, into the PureFive® price. There is no guarantee that the Feedstock+ pricing model will be successful and that most of or all of the counterparties will enter into offtake agreements with PCT using this pricing model in sufficient numbers, or at all. Additionally, counterparties may attempt to reduce or eliminate the fixed base price, which would reduce and potentially eliminate the effort to de-risk PCT’s operating margins. If PCT is unable to incorporate its Feedstock+ pricing model into its future offtake agreements, in part or at all, or unable to negotiate a sufficiently high fixed base
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price or procure feedstock above the secondary materials markets pricing index, PCT’s business, financial condition, and results of operations and prospects could be materially adversely impacted.
PCT’s legacy strategic partnership agreements and certain offtake arrangements use pricing formulas that reference the price of virgin polypropylene resin, which is itself correlated to the price of crude oil and natural gas feedstocks. In periods of low or declining crude oil prices, the price of virgin polypropylene may fall significantly, which would reduce the index-linked selling price of PureFive® resin under such agreements. However, PCT’s costs, including feedstock procurement costs, PreP operating costs, energy costs, logistics costs and fixed plant operating costs, may not decline commensurately with the price of virgin polypropylene, as these costs are driven by different market dynamics. As a result, in low oil price environments, PCT may face a significant mismatch between its selling prices and its cost of production, which could compress or eliminate its operating margins, impair its ability to service its debt obligations and have a material adverse effect on PCT’s business, financial condition, results of operations and prospects. Conversely, in high feedstock cost environments, PCT’s Feedstock+ pricing model is designed to pass through feedstock cost increases to customers, but there is no guarantee that customers will accept such pass-throughs or that the model will function as intended across all market conditions.
PCT is subject to many hazards and operational risks at its manufacturing facility that can result in potential injury to individuals, disrupt its business, and subject PCT to liability and increased costs, any of which could have a material adverse effect on PCT’s business, financial condition and results of operations.
PCT’s processes involve the controlled use of chemicals, including flammable and combustible solvents operated under elevated pressures and temperatures that are potentially hazardous. As a result, PCT’s operations are subject to various industrial risks including:
These risks can result in personal injury, loss of life, catastrophic damage to or destruction of property and equipment or environmental damage, and related legal proceedings, including those commenced by regulators, neighbors, or others. Additionally, PCT may not be able to timely source and install replacement parts for damaged or broken equipment, which could result in an unanticipated interruption or suspension of operations having both financial and customer supply impacts, along with reputational damage and the imposition of liability. Notwithstanding PCT’s extensive safety procedures and training, relief and depressurization systems, emergency shutdown systems, safety instrumented systems and interlocks, fire and gas detection, and fire suppression systems, the risk of injury or property damage cannot be completely eliminated. While PCT believes that it maintains adequate insurance coverage, PCT cannot guarantee that it will be able to maintain adequate insurance at reasonable rates or that its insurance coverage will be adequate to cover future claims that may arise. In the event of an incident or accident, PCT’s business could be disrupted and PCT could be liable for damages, and any such liability could exceed PCT’s resources, and have a negative impact on its financial condition and results of operations. The loss or shutdown over an extended period of operations at any of PCT’s facilities or any losses relating to these risks could also have a material adverse impact on its business, financial condition, results of operations and prospects.
Risks Related to the Market for PureFive® Resin
The market for PureFive® resin is still in the development phase and the acceptance of PureFive® resin by manufacturers and potential customers is not guaranteed.
PCT has agreed to one or more strategic partnership term sheets to enter into offtake agreements with a term of 20 years, whereby PCT guarantees the PureFive® resin products to meet specific criteria for color and opacity. There
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is no odor specification in the offtake agreements. Any modifications to the strategic partnership term sheets may require corresponding amendments to PCT’s executed offtake agreements for the Ironton Facility and the Planned Facilities. Pursuant to the strategic partnership term sheets and PCT’s executed offtake agreements, PCT must provide samples of the product to each customer so that the customer may determine if the product meets specifications, regulatory and legal requirements, the customer’s internal policies, and technical, safety, and other qualifications for PureFive® resin use in the customer’s products. The inability of PCT to provide product of sufficient quantity and quality for sale pursuant to the offtake agreements is likely to materially adversely affect PCT’s business, financial condition, results of operations and prospects. The premium pricing depicted in recent offtake agreements may also adversely affect the acquisition of new customers. Furthermore, future market trends for recycled product, changes in brand owner strategies and changes in consumer preferences for circular or low carbon footprint products could reduce PCT’s customer’s demand for PureFive® resin, which would be likely to materially adversely affect PCT’s business, financial condition, results of operations and prospects.
Certain of PCT’s offtake agreements are subject to index pricing, and fluctuation in index prices may adversely impact PCT’s financial results.
PCT expects the price of its PureFive® resin will command a premium over the price of virgin resin and generally not be subject to fluctuations in the price of virgin polypropylene, but there is no guarantee of this result. While most offtake agreements have been executed using the Feedstock + pricing model, certain of PCT’s legacy strategic partnership agreements’ pricing formulas for PureFive® resin use a pricing formula based on fixed and index pricing using historical and forecast pricing for virgin resin produced from fossil fuels. If PCT is unable to modify the legacy terms to a Feedstock+ pricing, or should the modeled index price for virgin resin be materially lower than the cost to produce PureFive® resin from waste polypropylene feedstock, PCT would have to absorb the cost difference between virgin resin and PureFive® resin production for those customers, and PCT’s business, financial condition, liquidity, results of operations and prospects may be materially adversely impacted.
Competition could reduce demand for PCT’s products or negatively affect PCT’s sales mix or price realization, and failure to compete effectively could materially and adversely affect PCT’s business, financial condition, results of operations and prospects.
PCT operates in a competitive global market for polypropylene sources — both virgin and recycled polypropylene. PCT faces, or may in the future face, competition from:
Competitors or new entrants might develop new products or technologies that compete with PCT and its proprietary Technology. PCT cannot predict changes that might affect its competitiveness or whether existing competitors or new entrants might develop products that reduce demand for PCT’s PureFive® resin products. Any of these competitive developments could reduce demand for PureFive® resin, exert downward pressure on pricing, impair PCT’s ability to
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attract and retain customers, and have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
In addition, PCT has granted a sublicense of P&G intellectual property back to P&G under the terms of the License Agreement, with a limited right to sublicense by P&G (the “Grant Back”). Under the Grant Back, for five years after July 28, 2020, the aggregate tonnage that was produced under the Grant Back was capped at a certain level per year worldwide. Since July 28, 2025, the aggregate annual tonnage was expanded for each of the six regions worldwide. P&G has agreed that territory under the Grant Back excluded the start of construction of a plant within a certain radius of the Ironton Facility until July 28, 2025, and that P&G will not be bound by the tonnage limitations if certain construction and sales deadlines are not met for future facilities in other regions. If P&G is able to establish production, either on its own or through a sublicense agreement with another partner, in any territory, P&G production will now be capped within that territory. If P&G sublicenses the P&G intellectual property under the Grant Back to other manufacturers, the aggregate production of recycled polypropylene resin and supply to markets could increase, adversely impacting PCT’s business, financial condition, results of operations and prospects.
Delays in direct customer commercial sales and customer qualification and application-conversion may adversely impact PCT’s financial results.
In addition to sales through distributors, PCT’s current business model is reliant on sales directly to companies that value sustainability. The process for obtaining customer acceptance of PureFive® resin as a substitute and/or replacement for traditional virgin or mechanically recycled polypropylene, and the ability to sell into a customer’s supply chain, is typically dependent upon the successful trials from one or more samples of PCT’s PureFive® resin. These trials could take an extended period of time, depending upon the application into which PCT’s PureFive® resin will be used. The ability for PCT to fund its operations and service its debt requirements is highly dependent upon PCT’s ability to develop meaningful commercial sales directly to customers. The failure to obtain timely customer approval and extended delays in customers’ adoption of PCT’s PureFive® resin as a substitute for a customer’s existing polypropylene supplies may have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
Additionally, while PCT has entered into offtake agreements and strategic partnerships with a number of brand owners and manufacturers, the realization of commercial sales volumes is dependent on a customer-by-customer, application-by-application qualification process that is distinct from, and in addition to, the execution of an offtake agreement. Many customers independently evaluate and qualify PureFive® resin for use in each specific application, which typically involves:
This qualification process can be lengthy, resource-intensive and uncertain in outcome, and there is no guarantee that any particular customer will successfully qualify PureFive® resin for any particular application, or that qualification for one application will result in qualification for other applications within the same customer. Delays in, or failures to complete, customer qualification processes could result in offtake agreements generating little or no actual purchase volume, could delay PCT’s ability to generate meaningful commercial revenues, and could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.
Risks Related to Regulatory Developments
PCT may not be able to meet applicable regulatory requirements for the use of PCT’s PureFive® resin in food-grade applications, which are feedstock-specific, jurisdiction-specific and application-specific, and, even if
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the requirements are met, complying on an ongoing basis with the numerous regulatory requirements applicable to the PureFive® resin and PCT’s facilities will be time-consuming and costly.
The use of PureFive® resin in food-grade applications is subject to regulation by the U.S. Food and Drug Administration (the “FDA”). In order for the PureFive® resin to be used in food-grade applications, PCT may request one or more Letters of No Objection (“LNOs”) from the FDA.
The Company has received LNOs from the FDA that allow the Company’s purified product to be used for all food types per the FDA’s Conditions of Use listed and per all applicable authorizations in the food-contact regulations listed in the 21 CFR (Code of Federal Regulations, Title 21).
The process for obtaining further LNOs will include FDA evaluation of the PCT Purification process and the Technology. Each LNO is feedstock-specific, jurisdiction-specific and application-specific, meaning that any change in the source, type, or composition of feedstock used in the PCT process, or any expansion into new food-contact applications will require separate LNO submissions and independent FDA evaluation. All LNOs require that feedstock used in the PCT process should comply with all applicable authorizations, including 21 CFR 174.5—General provisions applicable to indirect food additives, and may be impacted by evolving FDA expectations. The Company is conducting additional testing and plans to make further LNO submissions. In addition, as needed, individual surrogate challenge testing and migration studies will be conducted to simulate articles in contact with food.
The process of obtaining FDA regulatory approval requires the expenditure of substantial time and significant financial resources. The FDA could refuse to approve further LNO applications, a decision may be delayed if the FDA has questions about the data or other aspects of the filing, or the review schedule may be extended if there are a significant number of LNO requests pending. LNOs are also FDA staff opinions rather than formal approvals, and continued reliance depends on consistency in responses. Material changes may require new submissions and could alter prior conclusions. All of the above could have an adverse effect on PCT’s business, financial condition, results of operations and prospects.
Furthermore, changes in regulatory requirements, laws and policies, or evolving interpretations of existing regulatory requirements, laws and policies, may result in increased compliance costs, delays, capital expenditures and other financial obligations that could adversely affect PCT’s business, financial condition, results of operations and prospects.
The use of PureFive® resin will also be subject to foreign regulatory schemes in Europe and Asia, including, but not limited to, the European Commission (the “EC”), the European Food Safety Authority (the “EFSA”), the Federal Agency for the Safety of the Food Chain (the “FASFC”) in Belgium, the Association of Southeast Asian Nations (the “ASEAN”), and the Thai Food and Drug Administration (the “TFDA”) in Thailand. The European Union (the “EU”) has a general framework of rules for clearing and marketing food packaging materials through a positive list system as well as specific rules for recycled plastics. PCT is currently advancing the authorization process in Europe and hopes to receive the final authorizations in 2026.
PCT also expects to encounter regulations in most, if not all, of the countries in which PCT may seek to expand, and PCT cannot be sure that it will be able to obtain necessary approvals in a timely manner or at all. If PCT’s PureFive® resin does not meet applicable regulatory requirements in a particular country or at all, then PCT may face hindered or reduced market demand in those countries and PCT’s business, financial condition, results of operations and prospects may be adversely affected.
The various regulatory schemes applicable to PCT’s PureFive® resin will continue to apply following initial approval. Monitoring regulatory changes and ensuring the Company’s ongoing compliance with applicable requirements is time-consuming and may affect PCT’s business, financial condition, results of operation and prospects. If PCT fails to comply with such requirements on an ongoing basis, PCT may be subject to fines or other penalties, or may be prevented from selling PureFive® resin products, and PCT’s business, financial condition, results of operation and prospects may be harmed.
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Legislative, regulatory or judicial developments could affect PCT’s business, financial condition, results of operations and prospects.
PCT’s activities and plants are subject to extensive air, water and other environmental and workplace safety laws and regulations at the federal and state level. In addition, PCT will be subject to additional regulatory regimes upon expanding to new regions, including foreign regulatory authorities in the EU, such as the EC, the EFSA, and the FASFC, foreign regulatory authorities in the ASEAN such as the TFDA, and similar regulatory authorities. Some of these laws require or may require PCT to operate under a number of environmental permits. These laws, regulations and permits can often require pollution control equipment or operational changes to limit actual or potential impacts to the environment. These laws, regulations and permit conditions evolve in time and may become more difficult to comply with. A violation of these laws, regulations or permit conditions could result in substantial fines, damages, criminal sanctions, permit revocations and/or a plant shutdown. PCT has experienced, and may in the future experience, violations of applicable environmental laws, regulations or permit conditions, including with respect to wastewater generation and disposal to the extent applicable. PCT cannot provide assurance that it will not face further regulatory scrutiny, additional citations, or enforcement action in connection with these or other violations, or that any such action will not result in substantial fines, damages, criminal sanctions, permit revocations and/or a plant shutdown.
In addition, proposals relating to recycling or recycling content and prohibitions on certain types of plastic products have been introduced and/or adopted in various jurisdictions, and it is anticipated that similar legislation or regulations may be proposed in the future at federal, state, and local levels, both within the U.S. and elsewhere. There is a risk that PureFive® resin may not qualify as recycled content or post-consumer recycled content under one or more applicable state laws, federal regulations, customer sustainability programs or third-party certification schemes, whether due to the nature of PCT’s purification process or evolving interpretations of applicable standards. If PureFive® resin is determined not to qualify as recycled content or post-consumer recycled content under standards that are material to PCT’s customers, demand for PureFive® resin could be materially reduced, customers may seek alternative suppliers or materials, and PCT’s business, financial condition, results of operations and prospects could be materially adversely affected.
Risks Related to Human Capital Management
PCT is dependent on management and key personnel, and PCT’s business would suffer if it fails to retain its key personnel and attract additional highly skilled employees.
PCT’s success is dependent on the specialized skills of its management team and key operating personnel. This may present particular challenges as PCT operates in a highly specialized industry sector, which may make replacement of its management team and key operating personnel difficult. A loss of the management team members or key employees, or their failure to satisfactorily perform their responsibilities, could affect a variety of roles. Loss of key personnel may also heighten any operational exposures should staff be pulled into multiple activities simultaneously due to challenges related to retention and recruitment, and may result in significant attrition of high caliber and high potential employees, loss of key skills and a noticeable decline in employee morale. Ultimately, the loss of high caliber and high potential team members could have an adverse effect on PCT’s business, financial condition, results of operations and prospects.
PCT’s future success will depend on its ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of its organization, particularly research and development, recycling technology, operations and sales. Trained and experienced personnel are in high demand and may be in short supply, and tight labor markets, evolving workplace expectations and immigration/work-authorization constraints could further limit availability and increase costs. Many of the companies with which PCT competes for experienced employees have greater resources than PCT does and may be able to offer more attractive terms of employment. In addition, PCT invests significant time and expense in training employees, which increases their value to competitors that may seek to recruit them. PCT may not be able to attract, develop and maintain the skilled workforce necessary to operate its business, and labor expenses may increase as a result of a shortage in the supply of qualified personnel, which may negatively impact PCT’s business, financial condition, results of operations and prospects.
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Risks Related to PCT's Common Stock
PCT’s revenues, results of operations and cash utilization may fluctuate significantly from period to period.
As PCT advances its commercial operations, its revenues, results of operations and/or cash utilization may be subject to significant quarterly fluctuations. This variability can result from a number of factors that are difficult to predict and that are in many cases outside of PCT’s control, including: customer qualification and sales cycle timing; order and shipment timing, which may be impacted by production schedules, logistics constraints, and customer-specific arrangements; production and operation constraints, due to mechanical challenges or otherwise; and fixed cost structure relative to variable revenues. As a consequence of these factors, PCT’s revenues, operating results, and cash flows may vary materially from quarter to quarter. Such variability could make it difficult for PCT to accurately forecast its revenues, meet financial obligations as they become due, and maintain compliance with financial covenants under its debt agreements, and could adversely affect PCT’s business, financial condition, results of operations and prospects.
In addition, as PCT continues to ramp production at the Ironton Facility and expand commercial shipments to customers over the coming periods, PCT operating results and cash utilization could differ materially from analysts’ and/or investors’ expectations. The Company believes the trading market for PCT Common Stock may be influenced by the research and reports that industry or securities analysts publish about PCT. If one or more of the analysts who cover PCT downgrade PCT’s Common Stock or publish unfavorable research, or if PCT operating results or cash utilization do not meet their or investors’ expectations, PCT’s stock price could decline.
Certain current and former stockholders of PCT have the right to elect a certain number of directors to PCT’s board of directors (the “Board”).
Pursuant to a letter agreement entered into between Pure Crown LLC (“Pure Crown”) and PCT, dated October 5, 2020, Pure Crown is entitled to select one director to the Board (the “Pure Crown Director”), and Pure Crown designated Ms. Tanya Burnell as the current Pure Crown Director. For so long as Pure Crown has this right to select one director to the Board, any vacancy with respect to the Pure Crown Director may only be filled by Pure Crown.
Furthermore, pursuant to the board representation agreement, dated March 7, 2022, between PCT and Sylebra, Sylebra has been granted the right to designate (i) one person to be nominated for election to the Board so long as Sylebra, together with its affiliates, beneficially owns at least 10.0% of the Company’s Common Stock, and (ii) two persons to be nominated for election to the Board so long as Sylebra together with its affiliates beneficially owns at least 15.0% of the Company’s Common Stock, subject to certain exceptions, including that Sylebra together with its affiliates will not be entitled to designate more than two nominees. Accordingly, Sylebra is currently entitled to designate two directors for nomination, and has designated Daniel Gibson and Valerie Mars to serve on the Board.
Future offerings of debt or offerings or issuances of equity securities by PCT may adversely affect the market price of PCT’s Common Stock or otherwise dilute all other stockholders.
In the future, PCT may attempt to obtain financing or further increase PCT’s capital resources by issuing additional shares of PCT’s Common Stock or offering debt, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. PCT also expects to grant equity awards to employees, directors, and consultants under PCT’s stock incentive plans. The implementation of PCT’s business strategy could require substantial additional capital in excess of cash from operations. PCT would expect to obtain the capital required for the implementation of its business strategy through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations, which may be effectuated through private financings.
Issuing additional shares of PCT’s Common Stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of PCT’s existing stockholders or reduce the market price of PCT’s Common Stock, or both, and could be constrained by stock exchange rules that may require prior stockholder approval for certain large or below-market issuances. Upon liquidation, holders of such debt securities and preferred shares, if
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PureCycle Technologies, Inc.
issued, and lenders with respect to other borrowings would receive a distribution of PCT’s available assets prior to the holders of PCT’s Common Stock. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit PCT’s ability to pay dividends to the holders of PCT’s Common Stock. PCT’s decision to issue securities in any future offering will depend on market conditions and other factors beyond PCT’s control, which may adversely affect the amount, timing and nature of PCT’s future offerings.
Conversion of the Green Convertible Notes and the Convertible Preferred Shares (as defined below) may dilute the ownership interest of holders of the Company’s Common Stock or may otherwise depress the price of the Company’s Common Stock.
The conversion of some or all of the remaining $34.0 million in aggregate principal amount at maturity of the Green Convertible Notes (as of June 30, 2026) or the Series B Convertible Perpetual Preferred Stock issued to certain investors pursuant to binding subscription agreements entered into on June 16, 2025 (the “Convertible Preferred Shares”) may dilute the ownership interests of holders of the Company's Common Stock.
Upon conversion of the Green Convertible Notes, PCT has the option to pay or deliver, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock. If PCT elects to settle the conversion obligation in shares of Common Stock or a combination of cash and shares of Common Stock, any sales in the public market of Common Stock issuable upon such conversion could adversely affect prevailing market prices of Common Stock. In addition, the existence of the Green Convertible Notes may encourage short selling by market participants because the conversion of the Green Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Green Convertible Notes into shares of Common Stock could depress the price of Common Stock. Holders of the Convertible Preferred Shares may elect to convert such Convertible Preferred Shares into shares of Common Stock at any time.
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 second 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 |
|
||||
April 1 to April 30 |
|
|
10,837 |
|
|
$ |
5.42 |
|
|
|
— |
|
|
$ |
— |
|
May 1 to May 31 |
|
|
11,403 |
|
|
|
11.81 |
|
|
|
— |
|
|
|
— |
|
June 1 to June 30 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
22,240 |
|
|
$ |
8.70 |
|
|
|
— |
|
|
$ |
— |
|
* Shares withheld to cover tax withholding obligations under the net settlement provision upon vesting of restricted stock units.
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PureCycle Technologies, Inc.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
None of our directors or officers
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PureCycle Technologies, Inc.
Item 6. Exhibits.
Exhibit Number |
|
Description of Exhibit |
1.1 |
|
Underwriting Agreement, dated as of June 10, 2026, by and between PureCycle Technologies, Inc. and Morgan Stanley & Co. LLC, as representative of the underwriters named therein, with respect to the Notes Offering (incorporated herein by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on June 15, 2026)† |
1.2 |
|
Underwriting Agreement, dated as of June 10, 2026, by and between PureCycle Technologies, Inc. and Morgan Stanley & Co. LLC, as representative of the underwriters named therein, with respect to the Equity Offering (incorporated herein by reference to Exhibit 1.2 to the Company's Current Report on Form 8-K filed on June 15, 2026)† |
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 |
|
Indenture, dated as of June 15, 2026, between PureCycle Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 15, 2026) |
4.2 |
|
First Supplemental Indenture, dated as of June 15, 2026, between PureCycle Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 15, 2026) |
4.3 |
|
Form of 4.75% Convertible Senior Note due 2032 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on June 15, 2026) |
10.1 |
|
Eleventh Amendment to Credit Agreement, dated as of June 10, 2026, among PureCycle Technologies, Inc. as the Borrower, PureCycle Technologies, LLC, PureCycle Technologies Holdings Corp., PureCycle Augusta, LLC and PureCycle (Thailand) Company Limited, as Guarantors, Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund, the Lenders, and Kroll Trustee Services (HK) Limited, as Administrative Agent and as Security Agent (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 11, 2026) |
10.2 |
|
Form of Repurchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 15, 2026) |
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PureCycle Technologies, Inc.
Exhibit Number |
|
Description of Exhibit |
31.1 |
|
Rule 13a – 14(a) Certification by Dustin Olson, Chief Executive Officer, for the quarter ended June 30, 2026* |
31.2 |
|
Rule 13a – 14(a) Certification by Donald Carpenter, Chief Financial Officer, for the quarter ended June 30, 2026* |
32.1 |
|
Section 1350 Certification by Dustin Olson, Chief Executive Officer, for the quarter ended June 30, 2026^ |
32.2 |
|
Section 1350 Certification by Donald Carpenter, Chief Financial Officer, for the quarter ended June 30, 2026^ |
101.1 |
|
The following financial statements from PureCycle Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): |
|
|
(i) Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025. |
|
|
(ii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025. |
|
|
(iii) Unaudited Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity for the Three and Six Months Ended June 30, 2026 and 2025. |
|
|
(iv) Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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.
65
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: August 6, 2026 |
||
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