PureCycle amends warrant terms, extends expiration

PureCycle Technologies, Inc. obtained majority warrant holder consent to amend the terms of its public and private warrants.

Rhea-AI Filing Summary

PureCycle Technologies, Inc. obtained majority warrant holder consent to amend the terms of its public and private warrants. The company reduced the warrant redemption trigger price from $18.00 per share to $14.38 per share and extended the warrant expiration to 5:00 p.m. New York City time on the earlier of March 17, 2027, or any redemption date. Holders delivered written consents totaling 3,997,627 “for,” 7,433 “against,” and 144,402 abstentions. These warrant amendments become effective as of June 17, 2026.

Insights

Capital structure and derivatives analyst

PureCycle lowered its warrant redemption trigger and extended warrant life by one year.

PureCycle Technologies secured warrant holder approval to amend its warrant agreement, cutting the Redemption Trigger Price from $18.00 to $14.38 per share. This makes it easier for the company to redeem outstanding warrants once the stock trades above the new level.

The amendment also extends the warrants’ expiration from the original June 17, 2026 to the earlier of March 17, 2027 or a redemption date, effective June 17, 2026. This lengthens the period during which warrants may be exercised, potentially affecting future share count depending on stock performance.

Consent results show 3,997,627 votes in favor versus 7,433 against and 144,402 abstentions, indicating broad warrant holder support for the revised terms. Actual impact will depend on future trading levels relative to the $14.38 trigger and any subsequent redemption decisions.

8-K Event Classification

4 items: 1.01, 3.03, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Original Redemption Trigger Price: $18.00 per share New Redemption Trigger Price: $14.38 per share Original Warrant Expiration: June 17, 2026, 5:00 p.m. NYC time +4 more

7 metrics

Original Redemption Trigger Price $18.00 per share Common stock price level required for warrant redemption before amendment

New Redemption Trigger Price $14.38 per share Revised common stock price level for warrant redemption

Original Warrant Expiration June 17, 2026, 5:00 p.m. NYC time Previous PCT warrant expiration date under Warrant Agreement

New Warrant Expiration Earlier of March 17, 2027 or redemption date Revised expiration for PCT warrants effective June 17, 2026

Consent votes for 3,997,627 Number of warrant holder consents supporting the amendment

Consent votes against 7,433 Number of warrant holder consents opposing the amendment

Consent abstentions 144,402 Number of warrant holder abstentions on the amendment

Key Terms

Material Definitive Agreement, Consent solicitation statement, Redemption Trigger Price, Second Supplemental Warrant Agreement, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Consent solicitation statement regulatory

"filed a definitive consent solicitation statement on Schedule 14A"

A consent solicitation statement is a formal communication from a company asking shareholders to sign and return written approval for a specific corporate action instead of voting at a meeting. Think of it like a petition dropped at your door asking you to agree to a change; for investors it signals an attempt to speed up decisions or change control, and it can directly affect the company’s governance, strategy and share value.

Redemption Trigger Price financial

"the “Redemption Trigger Price”) for any 20 trading days"

Second Supplemental Warrant Agreement regulatory

"entered into the Second Supplemental Warrant Agreement, by and between the Company"

Emerging growth company regulatory

"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What warrant changes did PureCycle Technologies (PCT) approve?

PureCycle Technologies reduced its warrant redemption trigger price and extended warrant expiration. The Redemption Trigger Price was cut from $18.00 to $14.38 per share, and the expiration was moved to the earlier of March 17, 2027, or any redemption date, effective June 17, 2026.

How did PureCycle Technologies (PCT) warrant holders vote on the amendment?

Warrant holders approved the amendment by written consent. Votes totaled 3,997,627 in favor, 7,433 against, and 144,402 abstaining, providing the required majority consent to modify the Redemption Trigger Price and extend the warrant expiration terms.

What is the new Redemption Trigger Price for PureCycle (PCT) warrants?

The Redemption Trigger Price for PureCycle’s warrants is now $14.38 per share. Previously set at $18.00, this lower level allows the company to redeem public warrants at $0.01 per warrant once the stock meets the trigger conditions specified in the warrant agreement.

When do PureCycle Technologies (PCT) warrants now expire after the amendment?

After the amendment, PureCycle’s warrants will expire at 5:00 p.m. New York City time on the earlier of March 17, 2027, or the date fixed for their redemption. These revised expiration terms become effective as of June 17, 2026 under the supplemental warrant agreement.

What agreement did PureCycle (PCT) enter to change its warrant terms?

PureCycle entered into a Second Supplemental Warrant Agreement with Continental Stock Transfer & Trust Company. This agreement implements the lower $14.38 Redemption Trigger Price and extends the warrant expiration date, building on the original and first supplemental warrant agreements already in place.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 08:30 AM Learn about SEC filing dates

0001830033false0001830033us-gaap:WarrantMember2026-04-162026-04-160001830033us-gaap:MemberUnitsMember2026-04-162026-04-160001830033us-gaap:CommonStockMember2026-04-162026-04-1600018300332026-04-162026-04-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2026

PureCycle Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40234	86-2293091
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
20 North Orange Avenue, Suite 106
Orlando, Florida				32801
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 877 648-3565

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PCT		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share		PCTTW		The Nasdaq Stock Market LLC
Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant		PCTTU		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐
 

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to PCT Public and Private Warrants

On March 26, 2026, PureCycle Technologies, Inc. (the “Company”) filed a definitive consent solicitation statement on Schedule 14A with the Securities and Exchange Commission to obtain the written consent (the “Consent”) of the holders of a majority of the Company’s outstanding public and private warrants (the “PCT Warrants”) to approve an amendment (the “Amendment”) to that certain Warrant Agreement (the “Original Warrant Agreement”), dated as of May 4, 2020, by and between Roth CH Acquisition I Co. (now known as PureCycle Technologies Holding Corp., a wholly owned direct subsidiary of the Company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as supplemented by the Supplemental Warrant Agreement (the “First Supplemental Warrant Agreement” and, together with the Original Warrant Agreement, the “Warrant Agreement”), dated as of February 25, 2026, by and between the Company and the Warrant Agent, which Warrant Agreement governs all of the PCT Warrants.

Under the Warrant Agreement, the PCT Warrants will expire at 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 (the “PCT Warrant Expiration Date”). Additionally, the Warrant Agreement provides for the redemption of the PCT Warrants, other than the private PCT Warrants held by initial purchasers and affiliates or their permitted transferees, at the Company’s option any time prior to their expiration at the price of $0.01 per PCT Warrant, provided that the last sales price of the shares of Common Stock has been equal to or greater than $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger Price”) for any 20 trading days within a 30 trading day period.

The Amendment reduces the Redemption Trigger Price from $18.00 per share to $14.38 per share, subject to other terms and conditions contained in the Warrant Agreement.

The holders of the PCT Warrants were required to provide their written consent by 5:00 p.m. Eastern Time on April 16, 2026 (the “Consent Deadline”) to approve the Amendment and, as of the Consent Deadline, the Company received the Consent necessary to approve the Amendment. The results of the consent solicitation were as follows:

CONSENT (“FOR”)		OBJECT (“AGAINST”)		ABSTAIN
3,997,627		7,433		144,402

On April 16, 2026, pursuant to the terms of the Warrant Agreement and upon the approval of the Amendment, the Company entered into the Second Supplemental Warrant Agreement, by and between the Company and the Warrant Agent, to the Warrant Agreement in order to (i) reduce the Redemption Trigger Price from $18.00 to $14.38, and (ii) extend the expiration date of the PCT Warrants to 5:00 p.m., New York City time, on the earlier to occur of (a) March 17, 2027, or (b) the date fixed for the redemption of the PCT Warrants. Such amendments will be effective as of June 17, 2026.

The foregoing description of the Second Supplemental Warrant Agreement is qualified in its entirety by reference to such agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.03 Material Modifications to Rights of Security Holders.

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Set forth below is a list of Exhibits included as part of this Current Report.

Exhibit Number	Description of Exhibit
4.1	Second Supplemental Warrant Agreement, dated as of April 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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 hereunto duly authorized.

			PureCycle Technologies, Inc.
Date:	April 17, 2026	By:	/s/ Brad Kalter
			Brad Kalter General Counsel, Chief Compliance Officer and Corporate Secretary

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-4.1 EX-4.1 41.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 53.6 KB