PureCycle (Nasdaq: PCT) alters warrant terms and ramps record Q4 production
Rhea-AI Filing Summary
PureCycle Technologies amended its warrant agreements, extended expirations and lowered certain redemption thresholds while reporting record operating progress. Public and private warrants and Series A warrants with $11.50 exercise prices now have later expiration dates, with Series A and proposed public warrant redemptions tied to a reduced $14.38 share price trigger.
The company produced a record 7.5 million pounds of PureFive recycled polypropylene in Q4 and generated $2.7 million in quarterly revenue, shipping to 11 customers and advancing over 170 commercial opportunities. It ended the quarter with $181.6 million in cash and marketable securities after $24.5 million of ongoing operating spend, $12.6 million of project spend, and $38.6 million of debt service, including payoffs of high-cost equipment debt and Ironton bonds.
PureCycle is progressing growth projects in Thailand and Antwerp and reports encouraging Gen‑2 plant design work, targeting capacities up to 500 million pounds annually with capital intensity near $1.00–$1.50 per pound and cash costs expected to be below virgin polypropylene production. The company also announced a CFO transition, appointing Donald Carpenter effective March 1, 2026, as Jaime Vasquez retires.
Positive
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Insights
Warrant changes, cash usage, and growth capex keep PureCycle in investment-heavy phase without clearly altering the long-term thesis.
PureCycle is reshaping its warrant structure while continuing to ramp operations and fund growth. Series A warrants, and potentially public warrants, gain extra life but can be redeemed once the stock trades at
On liquidity, cash and marketable securities declined to
Operationally, record Q4 production of 7.5 million pounds of PureFive resin and 14 million pounds of Denver feedstock, along with four straight quarters of sequential revenue growth to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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
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Item 1.01. Entry into a Material Definitive Agreement.
Amendment to PCT Public and Private Warrants
On February 25, 2026, PureCycle Technologies, Inc. (the “Company”) entered into a supplemental agreement (the “PCT Warrants Supplemental Warrant Agreement”) to that certain Warrant Agreement (the “Original PCT 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”), which relates to the outstanding public and private warrants to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with an exercise price of $11.50 per share and which had an original expiration date of March 17, 2026 (the “PCT Warrants”), unless a date was fixed for the redemption of the PCT Warrants, if earlier. Pursuant to the terms of the Original PCT Warrant Agreement, and upon the approval of the Company’s board of directors (the “Board”), the Company entered into the PCT Warrants Supplemental Warrant Agreement in order to extend the expiration date of the PCT Warrants to the earlier of (a) 5:00 p.m. (New York City time) on June 17, 2026, or (b) the date fixed for the redemption of the PCT Warrants. Such amendments will be effective as of March 17, 2026.
Amendments to PCT Series A Warrants
In connection with the amendment of the PCT Warrants, the Board also approved certain amendments to the terms of the Company’s outstanding Series A warrants to purchase Common Stock with an exercise price of $11.50 per share and which had an original expiration date of March 17, 2026 (the “Series A Warrants”), subject to the consent of a requisite number of holders under the terms of the Series A Warrants and conditioned upon the Company’s entry into a supplemental agreement with the Warrant Agent, as warrant agent for the Series A Warrants. 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 earlier of (a) 5:00 p.m. (New York City time) on 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 the Company 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 the Company’s 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 that certain Warrant Agency Agreement, dated as of September 2, 2022 (the “Series A Supplemental Warrant Agreement”), between the Company and the Warrant Agent, in order to memorialize the foregoing amendments, which will be effective as of March 17, 2026.
The foregoing descriptions of the PCT Warrants Supplemental Warrant Agreement and the Series A Supplemental Warrant Agreement are qualified in their entirety by reference to such agreements, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition.
On February 26, 2026, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the fiscal year ended December 31, 2025, and certain other information.
The information contained in Item 7.01 concerning the presentation to Company’s investors is hereby incorporated into this Item 2.02 by reference.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 1, 2026, the Company will appoint Donald Carpenter, 44, as the Company’s Chief Financial Officer (“CFO”). Mr. Carpenter currently serves as the Company’s Senior Vice President-Finance.
Mr. Carpenter has served as the Company’s Senior Vice President-Finance since January 2026 and Vice President-Finance, from April 2022 through December 2025. Mr. Carpenter previously served as Director, Finance Strategy & Director, Global Treasury at LyondellBasell Industries N.V., a multinational chemical company, from 2012 until April 2022. Mr. Carpenter has a Masters in Business Administration and a Bachelors Degree in Accounting and Management Information Systems, both from Sam Houston State University.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Carpenter and any of the Company’s executive officers or directors or persons nominated or chosen to become directors or executive officers. There is no arrangement or understanding between Mr. Carpenter and any other person pursuant to which Mr. Carpenter was selected as CFO. Mr. Carpenter has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Carpenter will receive an annual base salary of $400,000, will be eligible to participate in the Company’s 2026 short-term annual incentive plan (“STI”), with a target payment of seventy percent (70%) of his base salary, and will participate in the long-term incentive plan, with a grant date value equal to one hundred percent (100%) of his base salary beginning in 2027. Mr. Carpenter’s 2026 STI award
will not be pro-rated based on his salary and STI target in effect prior to March 1, 2026. Mr. Carpenter will be eligible to participate in the Company’s Executive Officer Severance Plan.
Mr. Carpenter will replace Jaime Vasquez, who had served as the Company’s CFO since February 19, 2024. Mr. Vasquez is retiring from the Company and the effective date of his retirement is March 1, 2026.
Item 7.01 Regulation FD Disclosure.
The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain investors of the Company on February 26, 2026 and may be used by the Company in various other presentations to investors.
Item 8.01 Other Events.
Consent Solicitation
The Company intends to file a preliminary consent solicitation statement on Schedule 14A (the “Preliminary Consent Solicitation Statement”) with the Securities and Exchange Commission (the “SEC”) to obtain the written consent of holders of at least 51% of the PCT Warrants (the “Consent”) to approve an amendment (the “Amendment”) to the Original PCT Warrant Agreement (as amended by the PCT Warrants Supplemental Warrant Agreement, the “Amended PCT Warrant Agreement”).
Under the Amended PCT Warrant Agreement, the PCT Warrants will expire on the earlier of (a) 5:00 p.m. (New York City Time) on June 17, 2026, or (b) the date fixed for the redemption of the PCT Warrants (the “PCT Warrant Expiration Date”). Additionally, the Amended PCT Warrant Agreement provides for the redemption of the PCT Warrants 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, if approved and executed, will reduce the Redemption Trigger Price from $18.00 per share to $14.38 per share. Furthermore, if the Amendment is approved, the Board will take the actions necessary to extend the PCT Warrant Expiration Date to the earlier of (a) 5:00 p.m. (New York City time) on March 17, 2027, or (b) the date fixed for the redemption of the PCT Warrants.
The Company expects to file the Preliminary Consent Solicitation Statement with the SEC on or about March 16, 2026.
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 |
PCT Warrants Supplemental Warrant Agreement, dated as of February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company |
4.2 |
Series A Supplemental Warrant Agreement, dated as of February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company (containing an updated form of Series A Warrant) |
10.1 |
Retirement Agreement by and between PureCycle Technologies, Inc., and Jaime Vasquez, dated February 23, 2026 |
99.1 |
Press Release by PureCycle Technologies, Inc., dated February 26, 2026 |
99.2 |
PureCycle Technologies, Inc. Presentation to Investors |
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The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including statements about the continued execution of the Company’s business plan and planned future updates. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “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. The forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified and discussed in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are expressly qualified in their entirety by these
risk factors. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
Important Information and Where to Find It
In connection with the proposed Amendment, the Company intends to file with the SEC the Preliminary Consent Solicitation Statement and mail a definitive consent solicitation statement on Schedule 14A and other relevant documentation to the holders of the PCT Warrants. This Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed Amendment and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Amendment. Holders of PCT Warrants and other interested persons are advised to read, when available, the Preliminary Consent Solicitation Statement and any amendments thereto, and the definitive consent solicitation statement on Schedule 14A in connection with the solicitation of consents to approve the Amendment because these materials will contain important information about the Company and the proposed Amendment. The definitive consent solicitation statements will be mailed to holders of PCT Warrants as of a record date to be established by the Company’s board. Holders of PCT Warrants will also be able to obtain a copy of the Preliminary Consent Solicitation Statement and the definitive consent solicitation statement once they are available, without charge, at the SEC’s website at http://sec.gov or by sending a written request to PureCycle Technologies, Inc., 20 North Orange Avenue, Suite 106, Orlando, Florida 32801, Attention: Corporate Secretary.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2026 Annual Meeting. The participants in the solicitation of proxies in connection with the 2026 Annual Meeting are currently anticipated to be the Company, Dustin Olson, Brad Kalter, Jaime Vasquez, Donald Carpenter, Steven Bouck, Tanya Burnell, Daniel Coombs, Daniel Gibson, Allen Jacoby, Dr. Siri Jirapongphan, Valerie Mars and Fernando Musa.
Certain information about the compensation of the Company’s named executive officers and non-employee directors and their holdings’ of the Company’s Common Stock is set forth in the sections entitled “Director Compensation,” “2024 Director Compensation” and “Stock Ownership of Major Stockholders, Executive Officers and Directors,” respectively, in the Company’s definitive proxy statement, dated March 28, 2025, for its 2025 annual meeting of shareholders as filed with the SEC on Schedule 14A, available here, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on the date hereof, available on the SEC's website at www.SEC.gov. Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”) and Statements of Change in Ownership on Form 4 (“Form 4”) filed with the SEC, including: the Form 3s filed on November 6, 2025 for Dr. Jirapongphan (available here) and January 26, 2026 for Ms. Mars (available here), and the Form 4s filed on May 22, 2025, June 17, 2025, July 9, 2025, August 6, 2025, February 19, 2026 and February 23, 2026 for Mr. Olson (available here, here, here, here, here and here), July 9, 2025, August 15, 2025, September 24, 2025, February 19, 2026 and February 23, 2026 for Mr. Kalter (available here, here, here, here and here), February 23, 2026 for Mr. Vasquez (available here), May 9, 2025 for Mr. Bouck (available here), May 9, 2025 for Ms. Burnell (available here), May 9, 2025 for Mr. Coombs (available here), May 12, 2025 and June 23, 2025 for Mr. Gibson (available here and here), May 9, 2025 for Mr. Jacoby (available here), November 6, 2025 for Dr. Jirapongphan (available here), January 26, 2026 for Ms. Mars (available here), and May 9, 2025 and December 23, 2025 for Mr. Musa (available here and here).
Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2026 Annual Meeting and other relevant materials will be filed with the SEC when they become available.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
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.
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PureCycle Technologies, Inc. |
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Date: |
February 26, 2026 |
By: |
/s/ Brad Kalter |
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Brad Kalter, General Counsel, Chief Compliance Officer and Corporate Secretary |
EXHIBIT 99.1
PureCycle Technologies Reports Fourth Quarter Fiscal Year 2025 Results & Corporate Update
Company achieves record 7.5 million pounds of PureFive® production in Q4; appoints Donald Carpenter as CFO; progresses Gen-2 design showing path to costs below virgin polypropylene
Orlando, Fla. – February 26, 2026 – PureCycle Technologies, Inc. (Nasdaq: PCT), a U.S.-based company revolutionizing plastic recycling, today, announced results for the fourth quarter and fiscal year ending December 31, 2025.
Fourth Quarter 2025 Highlights
Operations
Commercial
Growth
Finance
Management Commentary
“The fourth quarter was another period of progress and execution for PureCycle,” said Dustin Olson, Chief Executive Officer of PureCycle Technologies. “We ramped our operations in Denver and Ironton, advanced our customer pipeline, and made meaningful progress on our growth in Thailand. I have never felt better about our ability to reliably supply Ironton as we ramp toward full production rates.”
Olson continued, “When I take a step back, 2025 was very much a year of technical qualifications and successes. Being able to develop food-grade quality products like film for flexible food packaging, coffee lids, stand-up pouches, and yogurt cups should set us up incredibly well for the future. Looking ahead, 2026 goals are about the commercial ramp and work toward selling out the plant.”
On the Gen-2 design progress, Olson added, “This is incredibly important to the long-term future of PureCycle. We’ve known for years that our process consumes significantly less energy than virgin production, but now we are seeing that cost efficiencies of a higher capacity unit should translate into a permanent cost and return advantage in a market that represents approximately 200 billion pounds per year of annual demand.”
Operational Update
PureCycle’s Ironton facility continued to ramp production in the fourth quarter, producing a record 7.5 million pounds of PureFive® recycled polypropylene, with intermittent record daily production rates also achieved during the quarter. The Company is pacing production levels ahead of the commercial ramp, indicating expected further upside as customer demand scales.
The Denver sorting facility added a third shift during the quarter, resulting in a 44% increase in feedstock processed versus Q3. Denver ramped to 14 million pounds of feedstock in Q4, a 35% increase over its prior quarterly high. The Company is actively sourcing from more than 15 feedstock suppliers, including the largest domestic producers, and has reduced procurement costs by 6 cents per pound over the past 12 months.
The Company has scheduled a planned maintenance outage at the Ironton Facility for approximately 30 days between mid-April and mid-May 2026. The facility’s original design included planned annual turnarounds, and the last outage was in April 2024. Improvement projects developed from prior rate tests at 12,500 and 14,000 pounds per hour are expected to improve reliability, production rates, and product quality. The Company is building product inventory ahead of the outage to avoid interruption to customer shipments during Q2 branded application launches.
Commercial Update
PureCycle achieved its fourth consecutive quarter of sequential revenue growth, booking $2.7 million in Q4 revenue. The Company is actively shipping to 11 customers, with roughly half branded and half unbranded, and expects additional conversions with new branded customers to begin as early as next month.
The previously discussed application pipeline representing 40–50 million pounds at full ramp is on track to start ramping in Q2/Q3 2026, with an additional 20–25 million pounds at full ramp planned to start ramping in Q3/Q4 2026. The sales pipeline also continues to build, with the Company currently engaged in various stages with more than 170 opportunities.
The Company has demonstrated technical success across numerous high-value, underserved applications, with branded pricing consistent with prior margin guidance.Key target markets in 2026 include quick-serve
restaurant (QSR) hot lids and cold beverage packaging, caps and closures, and BOPP film applications such as snack wrappers and stand-up pouches. PureCycle continues to see growing inbound interest from converters who are experiencing quality limitations with some mechanically recycled materials.
Looking ahead, we believe brands are increasingly focused on growth and innovation in 2026 after a challenging 2025 marked by tariffs, inflation, and supply chain disruption. New innovative packaging is emerging as a major theme, with Consumer Packaged Goods (CPG) companies making significant investments to reach regulatory requirements. We see this development as a tailwind for PureCycle’s commercial efforts.
Expansion Update
Rayong, Thailand
PureCycle’s Rayong, Thailand project continues to advance on schedule for 2027 mechanical completion. The Company has signed feedstock LOIs with nine regional suppliers (six domestic), where the domestic suppliers exceed the first purification line capacity at minimum supply annual levels. Local commercial interest has been strong, and we believe domestic packaging companies view PureCycle’s material as a way to grow their export business. The Company has submitted its application to the Thailand Board of Investment, which, if approved, would provide an 8-year full tax holiday and 5-year 50% reduction. This represents approximately $100 million in avoided cash taxes. PureCycle currently expects to break ground in the second half of 2026, with strong support from its local partner IRPC.
Antwerp, Belgium
PureCycle’s first European facility in Antwerp, Belgium remains on track with construction expected to begin by Q1 2027 following issuance of the permit. Global brand conversations are accelerating as the Thailand and Antwerp projects progress.
Gen-2 Design
Initial Gen-2 purification design work, completed in early 2026, has yielded encouraging results. The contemplated design shows no technical constraints on plants with up to 500 million pounds of annual capacity. Expected capital expenditure per pound of capacity continues to decrease, approaching $1.50 per pound for greenfield sites and $1.00 per pound for brownfield expansions. Operating efficiencies will increase at higher capacity levels as variable costs do not scale linearly. Gen-2 cash costs are expected to fall below virgin on-purpose polypropylene production. This is an important milestone given PureCycle’s process already demonstrates significantly less energy consumption than virgin production.
Leadership Update
Effective March 1, 2026, Jaime Vasquez will retire from PureCycle. The Company thanks him for his service and support over the prior two years. Concurrent with this change, Donald Carpenter has been appointed Chief Financial Officer. Carpenter served as SVP Finance from January 1, 2026 and as VP of Finance from March 2022 through December 2025, and brings over 20 years of experience in corporate finance, treasury, and capital markets. He is a Certified Public Accountant, Certified Treasury Professional, and holds an MBA in Banking & Finance and a BBA in Accounting & Management Information Systems from Sam Houston State University.
As previously announced, the Company appointed two new directors to its Board: Dr. Siri Jirapongphan and Valerie Mars. Dr. Jirapongphan serves as independent director and Chairman of the Audit Committee of Bangkok Bank PLC, and previously served as Thailand’s Minister of Energy (2017–2019) and Chairman of IRPC PLC. He holds a doctorate in chemical engineering from MIT. Ms. Mars retired as Senior Vice President & Head of Corporate Development for Mars, Incorporated, and holds a B.A. from Yale University and an MBA from Columbia Business School.
Financial Update
PureCycle ended the fourth quarter with $181.6 million in total cash and marketable securities, compared to $247.3 million at the end of Q3.
During the quarter, total ongoing operations spending was $24.5 million, comprised of $14.2 million in operations costs including Denver and feedstock, and $10.3 million in corporate expenses. Ongoing operations spending remained in line with prior cost guidance of approximately $8–9 million per month. Revenue was delayed due to customer adoption timing.
The Company received $2.3 million in cash from customers and $10.0 million in proceeds from SOPA Bonds. Project spend totaled $12.6 million, and debt service was $38.6 million, which included $20.3 million in non-recurring debt service from an equipment lease payoff and $9.8 million in non-recurring bond principal payments.
Fourth Quarter 2025 Conference Call Details
Date: February 26, 2026
Time: 5:00 p.m. EST
Participant Link: PureCycle Technologies Fourth Quarter 2025 Corporate Update
For participants interested in a listen-only webcast, please access the conference call using the above link. For a calendar reminder, please click HERE.
The conference call will have a live Q&A session. For analyst participants who would like to ask management a question after prepared remarks, please click HERE You will receive a number and a unique access pin.
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PureCycle Contact
Christian Bruey
cbruey@purecycle.com
Investor Relations Contact
Eric DeNatale
edenatale@purecycle.com
About PureCycle Technologies
PureCycle Technologies LLC., a subsidiary of PureCycle Technologies, Inc., holds a global license for the only patented dissolution recycling technology, developed by The Procter & Gamble Company (P&G), that is designed to transform polypropylene plastic waste (designated as #5 plastic) into a continuously renewable resource. The unique purification process removes color, odor, and other impurities from #5 plastic waste resulting in our PureFive™ resin that can be recycled and reused multiple times, changing our relationship with plastic. www.purecycle.com
Forward-Looking Statements
This press release contains forward-looking statements, including statements about the continued execution of PureCycle’s business plan, the expected results of tests and trials, the expected timing of commercial sales, and planned future updates. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements generally relate to future events or PureCycle’s future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “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.
The forward-looking statements are based on the current expectations of PureCycle’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in each of PureCycle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and PureCycle’s Quarterly Reports on Form 10-Q for various quarterly periods, those discussed and identified in other public filings made with the Securities and Exchange Commission by PureCycle and the following: PCTs’ ability to obtain funding for our operations, future capital requirements and future growth, and to continue as a going concern; PCT’s ability to meet, continue to meet, and comply on an ongoing basis with, the numerous regulatory requirements applicable to our PureFive® resin (as defined below) both generally and in food-grade applications and, more broadly, the operations of our facilities (including in the United States, Europe, Asia and other future international locations); expectations and changes regarding PCT’s strategies and future financial performance, including future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives, which could be impacted by significant changes to tariffs on foreign imports; the ability of PCT’s first commercial-scale recycling facility in Lawrence County, Ohio (the “Ironton Facility”) to be appropriately certified by Leidos (as defined below), following certain performance and other tests, and commence full-scale commercial operations in a timely and cost-effective manner, or at all; PCT’s ability to meet, and to continue to meet, the requirements imposed upon us and our subsidiaries by the funding for our operations, including the funding for the Ironton Facility and the Planned Facilities (as defined below); PCT’s ability to minimize or eliminate the many hazards and operational risks at our manufacturing facilities that can result in potential injury to individuals, disrupt our business, including interruptions or disruptions in operations at our facilities, and subject us to liability and increased costs; PCT’s ability to complete the necessary funding with respect to, and complete the construction of, the new polypropylene recycling facility in Thailand (the "Thailand Facility"), our first commercial-scale European plant located in Antwerp, Belgium (the "Belgium Facility"), and the purification facility to be built in Augusta, Georgia (the "Augusta Facility" and, together with the Thailand Facility and the Belgium Facility, the “Planned Facilities”) in a timely and cost-effective manner; PCT’s ability to procure, sort and process polypropylene plastic waste at our planned plastic waste prep facilities; PCT’s ability to maintain exclusivity under The Procter & Gamble Company license; the implementation, market acceptance and success of PCT’s business model and growth strategy, which includes our ability to bring a total of one billion pounds of installed polypropylene recycling capability online by 2030, and our ability to meet related construction, regulatory, and financing requirements; the ability to negotiate multi-year offtake agreements at appropriate margins to fund ongoing operations; the possibility that PCT may be adversely affected or potentially impacted by economic, business, and/or competitive factors, including interest rates, availability of capital, economic cycles, and other macro-economic impacts (such as tariffs); changes in the prices and availability of materials (such as steel and other materials needed for the construction of future Feed PreP and purification facilities), including those changes caused by inflation, tariffs and supply chain conditions, such as increased transportation costs, and our ability to obtain such materials in a timely and cost-effective manner; the ability to source feedstock with a high polypropylene content at a reasonable cost; the development of direct competitors in the recycled polypropylene segment that could impact the demand for PCT’s products; the outcome of any legal or regulatory proceedings to which PCT is, or may become, a party; geopolitical risk and changes in applicable laws or regulations; changes in the prices and availability of labor (including labor shortages), turnover in employees, and increases in employee-related costs; any business disruptions due to political or economic instability, pandemics, or armed hostilities (including the ongoing conflict between Russia and Ukraine and
instability in the Middle East); and operational risks associated with the ability to operate the Ironton Facility and the Planned Facilities, as and when operative, at nameplate capacity.
PCT undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release 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.
Fourth Quarter and Fiscal Year 2025 Corporate Update February 26, 2026 EXHIBIT 99.2
Forward-Looking Statements This presentation contains forward-looking statements, including statements about the continued execution of PureCycle’s business plan, the expected results of tests and trials, the expected timing of commercial sales, and planned future updates. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements generally relate to future events or PureCycle’s future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “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. The forward-looking statements are based on the current expectations of PureCycle’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in each of PureCycle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and PureCycle’s Quarterly Reports on Form 10-Q for various quarterly periods, those discussed and identified in other public filings made with the Securities and Exchange Commission by PureCycle and the following: PCTs’ ability to obtain funding for our operations, future capital requirements and future growth, and to continue as a going concern; PCT’s ability to meet, continue to meet, and comply on an ongoing basis with, the numerous regulatory requirements applicable to our PureFive® resin (as defined below) both generally and in food-grade applications and, more broadly, the operations of our facilities (including in the United States, Europe, Asia and other future international locations); expectations and changes regarding PCT’s strategies and future financial performance, including future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives, which could be impacted by significant changes to tariffs on foreign imports; the ability of PCT’s first commercial-scale recycling facility in Lawrence County, Ohio (the “Ironton Facility”) to be appropriately certified by Leidos (as defined below), following certain performance and other tests, and commence full-scale commercial operations in a timely and cost-effective manner, or at all; PCT’s ability to meet, and to continue to meet, the requirements imposed upon us and our subsidiaries by the funding for our operations, including the funding for the Ironton Facility and the Planned Facilities (as defined below); PCT’s ability to minimize or eliminate the many hazards and operational risks at our manufacturing facilities that can result in potential injury to individuals, disrupt our business, including interruptions or disruptions in operations at our facilities, and subject us to liability and increased costs; PCT’s ability to complete the necessary funding with respect to, and complete the construction of, the new polypropylene recycling facility in Thailand (the "Thailand Facility"), our first commercial-scale European plant located in Antwerp, Belgium (the "Belgium Facility"), and the purification facility to be built in Augusta, Georgia (the "Augusta Facility" and, together with the Thailand Facility and the Belgium Facility, the “Planned Facilities”) in a timely and cost-effective manner; PCT’s ability to procure, sort and process polypropylene plastic waste at our planned plastic waste prep facilities; PCT’s ability to maintain exclusivity under The Procter & Gamble Company license; the implementation, market acceptance and success of PCT’s business model and growth strategy, which includes our ability to bring a total of one billion pounds of installed polypropylene recycling capability online by 2030, and our ability to meet related construction, regulatory, and financing requirements; the ability to negotiate multi-year offtake agreements at appropriate margins to fund ongoing operations; the possibility that PCT may be adversely affected or potentially impacted by economic, business, and/or competitive factors, including interest rates, availability of capital, economic cycles, and other macro-economic impacts (such as tariffs); changes in the prices and availability of materials (such as steel and other materials needed for the construction of future Feed PreP and purification facilities), including those changes caused by inflation, tariffs and supply chain conditions, such as increased transportation costs, and our ability to obtain such materials in a timely and cost-effective manner; the ability to source feedstock with a high polypropylene content at a reasonable cost; the development of direct competitors in the recycled polypropylene segment that could impact the demand for PCT’s products; the outcome of any legal or regulatory proceedings to which PCT is, or may become, a party; geopolitical risk and changes in applicable laws or regulations; changes in the prices and availability of labor (including labor shortages), turnover in employees, and increases in employee-related costs; any business disruptions due to political or economic instability, pandemics, or armed hostilities (including the ongoing conflict between Russia and Ukraine and instability in the Middle East); and operational risks associated with the ability to operate the Ironton Facility and the Planned Facilities, as and when operative, at nameplate capacity. PCT undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release 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.
Changes to PureCycle Leadership team Chief Financial Officer Carpenter served as VP of Finance from March 2022 through December 2025 and SVP since January 2026. He has over 20 years of experience in corporate finance, treasury and capital markets across numerous global organizations. He is a Certified Public Accountant, Certified Treasury Professional, holds an MBA in Banking & Finance, and a BBA in Accounting & Management Information Systems from Sam Houston State University. Director Dr. Jirapongphan serves as independent director and Chairman of the Audit Committee of Bangkok Bank PLC, and previously served as Thailand's Minister of Energy (2017–2019) and Chairman of IRPC PLC. He holds a doctorate in chemical engineering from MIT and a bachelor's degree in chemical engineering from Caltech. Director Ms. Mars retired as Senior Vice President & Head of Corporate Development for Mars, Incorporated, where she focused on acquisitions, joint ventures, and divestitures. Earlier in her career, she held financial roles at Whitman Heffernan Rhein and Manufacturers Hanover Trust Company. She holds a B.A. from Yale University and an MBA from Columbia Business School. DONALD CARPENTER DR. SIRI JIRAPONGPHAN VALERIE MARS
PCT Highlights Operations Continued quarterly growth; produced record 7.5MM pounds of PureFive® in Q4 Added 3rd shift to Denver; ramped production to 14MM lbs. of feedstock in Q4 (35% increase over prior high) Ironton CP2 compounding & 3rd Party Compounding online; Ironton product compounding expected to be mechanically complete in March Commercial Fourth consecutive quarter of sequential revenue growth; booked $2.7MM revenue Actively shipping to 11 customers, with roughly half branded and half unbranded Successful conversions through the sales pipeline; numerous brands expected to ramp in 1H-26 Sales pipeline continues to build; currently engaged in various stages with 170+ opportunities Successfully produced numerous high-value technical applications including BOPP film snack wrappers Growth Continued progressing Gen-2 design; currently expect higher-end capacity with CAPEX approaching $1/lb. Thailand project on track; significant in-country progress on feedstock and commercial discussions Antwerp project on track; construction currently expected to begin by Q1-27, following issuance of permits Finance Extended Series A warrants for one year and lowered call provision; extended public/private warrants by 3-months; details included in the 8-K filed today. Thailand debt financing continues to progress; open data room with active weekly reviews Numerous ongoing discussions to collateralize owned assets for future projects Overview Operations Commercial Growth Finance
Production Improvements Continue in Denver and Ironton Record Quarterly rPP Production (MM lbs.) Growth in Denver & Ironton Denver Added 3rd shift and successfully increased throughput; Denver processed 44% more feed in Q4 vs. Q3 Actively buying from 15+ feedstock suppliers each month, including top domestic producers Improved pricing with 6 cpp decrease in last 12 months; driven primarily by feedstock flexibility, supplier optionality, and internal growth Ironton Continued progress with Ironton operations; routinely running ~60-65% utilization; record daily and quarterly production reached Planning Ironton site outage for April; numerous projects planned to improve reliability, uptime, quality, and top-end rates Overview Operations Commercial Growth Finance
2025 Wins Internal Tech successes in high-value applications Ironton rate & reliability improvements Margins on track; co-product pricing is exceeding expectations 2025 Headwinds Internal First-of-its-kind products require extended customer qualifications cycles NJDEP delayed customer adoption; required significant education 2026 Outlook Emerging Theme Brands redirecting R&D to growth and product packaging innovations Inflation improving, core fundamentals and supply chains are stabilizing PCT positioned for growth as brands prioritize innovation in 2026 2025 headwinds were macro-driven, not demand-driven External Long-term regulatory movement supports PCT technology Continued strong interest for FDA and PCR applications PureCycle product is passing trials that other supply streams are failing External / Macro CPGs redirected 2025 focus to supply chain & cost engineering Commodity spikes pressured brands Consumer trend shifts caught some brands off guard (MAHA, GLP-1, Protein) Converter consolidations; resulting personnel shifts impacted timing PCT Positioning Strong consumer demand for circularity Boosted by regulations (CA, WA, OR, CO, EU, ELV) Core margin guidance intact 2025 Produced Mixed Results; Poised for Strong 2026 Customers Faced Chaotic ‘25; Shifting to Growth in ‘26
Customer Validation Driving Revenue Inflection Short-term revenue targets have been delayed, but the long-term prospects have strengthened Eleven customers are actively pulling through and ramping; roughly half are branded and half are unbranded 40-50MM lbs. at full ramp are still on track for 2Q/3Q ramp to begin 20-25MM lbs. at full ramp are on track for 3Q/4Q ramp to begin Not likely influenced by NJ regulation resolution Initial conversions could start as early as March NJ resolution should unlock 15-30MM lbs. ramping 2H 2026, with >300MM lbs./yr application demand Strong pipeline has grown to 170+ projects (from >100 projects in Q3) Continued success on flexible packaging; multiple industrial trials and recent successful printing for stand-up pouches and wrapper production Conversations with global brands are accelerating with the progress on Thailand and Antwerp projects Overview Operations Commercial Growth Finance
Continue to Improve Pipeline & Approach to Market Overview Operations Commercial Growth Finance Continue to see flexible film and thermoform as key segments for PureCycle success Broadly improved use of market intelligence and quality of the commercial team Increased focus on application categories that are growing, gaining market share, and have high willingness to invest in sustainable packaging in advance of any regulatory requirements QSR Cold Beverages2 Thermoformed 330MM 7-10% Value Household Goods Injection Molding 150MM3 8-12% Premium Pet Food BOPP Film 130MM 4-6% Dermocosmetics Injection Molding 55MM 7-9% Jerky/Meat Sticks BOPP Film 40MM 6-7% Source: Publicly available data and third-party market research firms. QSR represents Quick Service Restaurants Represents rPP applicable share of market; growing faster than core category of 700MM lbs. growing 3.5-4.5%. Application Category Product Type NA PP TAM (lbs.)1 Market 5-Yr Est. CAGR1
EPR & PCR Mandates Increasing Demand for rPP Overview Operations Commercial Growth Finance EPR PCR MANDATE EU ELV (15%) EU PPWR (S) Oregon (I) Maryland (S) Washington (S) Brazil (22%) 2024 2025 2026 2027 2028 2029 2030 New Jersey (10%) California (10% source reduction) Thailand (I) Washington (25%) Minnesota (I) New Jersey (30%) EU PPWR (10%) Brazil (30%) 2032 Maine (I) Minnesota (S) Washington (15%) Washington (I) Colorado (I) New Jersey (20%) California SB54 (20% source reduction) Note: I – Implemented, S – Signed into law, PCR mandated minimum percentages across various specific segments in each region, EPR is defined as Extended Producer Responsibility, and PCR is defined as Post Consumer Recyclate
Thailand on Track for 2027 Mechanical Completion Overview Operations Commercial Growth Finance Developing strong relationships with all key parties; suppliers, customers, banking, and government. Feedstock is in abundance; closed LOIs for >1 plant capacity; more feedstock LOIs pending; visited numerous facilities Local customers want our product; they currently export and our product should help them grow their export business Numerous meetings with Board of Investment; submitted application benefits include: Tax Avoidance: 8 years 100% + 5 years 50%, ~$100 million avoided cash taxes Continued strong progress with IRPC; expect to break ground 2H 2026 Hosted successful Initial Environmental Examination (IEE) public hearing with 250 local residents in attendance
Initial Gen-2 Design Work Encouraging Overview Operations Commercial Growth Finance Completed initial Gen-2 design work in early 2026 No apparent tech constraint on up to 500MM lb. per year capacity plant CAPEX/lb. continues to reduce; approaching $1.0 to $1.5/lb. depending on greenfield or brownfield sites Operating efficiencies should be greater at higher capacity levels, as fixed and variable costs do not scale linearly Gen-2 cash costs expected to be below virgin on-purpose PP production lines
Financial Overview Revenue & Operations Warrant Activity Capital & Investment Continued investment in growth — preserved ~$273MM in potential warrant proceeds Revenue Goals Monthly revenue goal: get to Ironton breakeven, then corporate breakeven rPP inventory built & staged for project launches in Q2 Series A Warrants Extended to March 17, 2027 at reduced redemption of $14.38/share ~$205MM of potential proceeds Debt Repayment Repaid $20.3MM high-cost equipment debt in Q4 per schedule Retired $9.8MM of Ironton Bonds per schedule Core Operations Ironton, Denver, Corporate costs in line with prior guidance Revenue ramp delayed but trajectory intact Public/Private Warrants Extended for 3 months per 8-K filed today ~$68MM of potential proceeds Project Spend Continued investment in Ironton, Thailand, Antwerp, and Gen 2 development Overview Operations Commercial Growth Finance
Q4 2025 Capital Usage & Liquidity Notes Ongoing ops spend of $24.5M for Q4, in line with prior guidance (~$8-9MM/month) Debt Service includes $20.3MM equipment lease payoff + $9.8MM bond principal payment Guidance Q1 '26 total project spend: $19-20MM ($7-8MM Ironton) 2026 total project spend: $39-45MM ($14-16MM Ironton) Q1 '26 debt service expected: $11.1MM Financing Thai project financing: advanced discussion with key bank Additional sources: revenue bonds, warrant proceeds, equipment finance, line of credit Q3 Total Cash $247.3) Operations Cost (incl. Denver & Feedstock) (14.2) Corporate Expenses (10.3) ───── Total Ongoing Ops. Spend (24.5) Cash from Customers 2.3) Project Related Spend (12.6) Cash Proceeds from SOPA Bonds 10.0) Debt Service (38.6) Working Capital & Other (2.3) Q4 Total Cash $181.6 Overview Operations Commercial Growth Finance
Fourth Quarter 2025 Corporate Update February 26, 2026
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