PureCycle Technologies (PCT) CEO surrenders shares to cover tax obligations

Rhea-AI Filing Summary

PureCycle Technologies Chief Executive Officer Dustin Olson reported two dispositions of company common stock that were used to cover tax obligations from vesting equity awards. On February 20, he surrendered 12,131 shares at $8.99 per share, and on February 21 he surrendered 24,600 shares at the same price. According to the disclosure, these shares were surrendered to satisfy tax liabilities tied to a grant under the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan, rather than sold in open-market transactions. After these transactions, Olson directly owned 1,326,992 shares of PureCycle Technologies common stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Olson Dustin

(Last) (First) (Middle)

C/O PURECYCLE TECHNOLOGIES, INC.

20 NORTH ORANGE AVENUE STE 106

(Street)

ORLANDO FL 32801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PureCycle Technologies, Inc. [ PCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		F		12,131(1)	D	$8.99	1,351,592	D
Common Stock	02/21/2026		F		24,600(1)	D	$8.99	1,326,992	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares surrendered by the Reporting Person to cover tax liability associated with the vesting of a grant to the Reporting Person pursuant to the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan.

	Brad S. Kalter as attorney-in-fact for Dustin Olson	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did PureCycle (PCT) CEO Dustin Olson report?

Dustin Olson reported two stock dispositions used to cover tax liabilities from vesting equity awards. He surrendered 12,131 shares on February 20 and 24,600 shares on February 21, both at $8.99 per share, under PureCycle’s 2021 Equity and Incentive Compensation Plan.

Were Dustin Olson’s PureCycle stock dispositions open-market sales?

No, the transactions were not open-market sales. The shares were surrendered to cover tax liabilities associated with the vesting of equity grants under PureCycle Technologies’ 2021 Equity and Incentive Compensation Plan, rather than discretionary sales into the market.

How many PureCycle shares does Dustin Olson hold after these transactions?

After the reported tax-withholding dispositions, Dustin Olson directly owns 1,326,992 shares of PureCycle Technologies common stock. This figure reflects his direct holdings after surrendering shares to satisfy tax obligations on vesting awards under the company’s 2021 equity plan.

What price was used for Dustin Olson’s PureCycle tax-withholding share surrenders?

Both tax-withholding dispositions used a price of $8.99 per share. On that basis, 12,131 shares were surrendered on February 20 and 24,600 shares on February 21, all in connection with tax liabilities from vesting equity awards granted under PureCycle’s 2021 plan.

Which compensation plan governed Dustin Olson’s recent PureCycle share surrenders?

The dispositions relate to the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan. Shares were surrendered by Dustin Olson to cover tax liabilities arising from the vesting of a grant awarded to him under this equity and incentive compensation program.