PureCycle (PCT) CFO surrenders 3,017 shares to cover tax liability on vesting

Rhea-AI Filing Summary

PureCycle Technologies, Inc. Chief Financial Officer Donald Carpenter reported a routine equity-compensation related transaction. On May 20, 3,017 shares of common stock were surrendered at $11.86 per share to cover tax liability tied to the vesting of a prior equity grant under the company’s 2021 Equity and Incentive Compensation Plan. After this tax-withholding disposition, Carpenter directly holds 96,564 shares of PureCycle common stock, so the filing mainly updates his reported ownership rather than reflecting an open-market trade.

Insights

Equity compensation analyst

Routine tax-withholding from RSU vesting; not an open-market sale.

The transaction shows CFO Donald Carpenter surrendered 3,017 PureCycle shares to cover taxes from a vesting equity award under the 2021 Equity and Incentive Compensation Plan. Code F and the footnote confirm it was a tax-withholding mechanism, not a discretionary market sale.

Following this event, Carpenter directly holds 96,564 shares of common stock, meaning the disposition is small relative to his remaining stake. Because no open-market buying or selling occurred, the filing is mainly administrative and does not materially change the investment picture for PureCycle.

Insider Trade Summary

Net Seller: 3,017 shares

Net Sell 1 txn

Insider Carpenter Donald

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,017	$11.86	$36K

Holdings After Transaction: Common Stock — 96,564 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares surrendered: 3,017 shares Price per share: $11.86 per share Shares held after transaction: 96,564 shares

3 metrics

Shares surrendered 3,017 shares Tax-withholding disposition on May 20, 2026

Price per share $11.86 per share Value used for tax-withholding shares

Shares held after transaction 96,564 shares Direct holdings of CFO after tax-withholding

Key Terms

tax-withholding disposition, PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan, Form 4, tax liability

4 terms

tax-withholding disposition financial

"coded as a tax-withholding disposition, not an open-market sale"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan financial

"pursuant to the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan"

Form 4 regulatory

"The Form 4 shows a code F transaction"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

tax liability financial

"to cover tax liability associated with the vesting of a grant"

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/21/2026 - 05:08 PM Learn about SEC filing dates

FAQ

What insider transaction did PureCycle Technologies (PCT) report for Donald Carpenter?

PureCycle reported that CFO Donald Carpenter surrendered 3,017 common shares to cover tax liability from a vesting equity grant. This was coded as a tax-withholding disposition, not an open-market sale, and simply updates his share ownership under the company’s compensation plan.

Was the PureCycle (PCT) insider transaction an open-market sale of shares?

No. The Form 4 shows a code F transaction, meaning shares were surrendered to satisfy tax obligations on a vesting equity award. The filing and footnote indicate this was not an open-market sale but a routine compensation-related withholding event.

How many PureCycle (PCT) shares did CFO Donald Carpenter dispose of for taxes?

Carpenter disposed of 3,017 shares of PureCycle common stock to cover tax liability related to a vesting grant. The shares were valued at $11.86 each for this purpose, as indicated in the Form 4 transaction details for the non-derivative common stock.

How many PureCycle (PCT) shares does Donald Carpenter hold after this Form 4 transaction?

After the tax-withholding disposition, Donald Carpenter directly holds 96,564 shares of PureCycle common stock. This remaining position suggests the surrendered 3,017 shares were a relatively small portion of his overall stake and primarily reflect equity-compensation tax treatment.

What plan governed the equity grant in the PureCycle (PCT) Form 4 filing?

The equity grant referenced in the Form 4 was issued under the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan. The surrendered 3,017 shares covered tax liability associated with the vesting of that grant, as explicitly described in the filing’s footnote.

What does transaction code F mean in the PureCycle (PCT) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this PureCycle filing, it means CFO Donald Carpenter surrendered 3,017 shares to satisfy tax obligations from a vesting equity award, rather than selling shares on the open market.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Carpenter Donald

(Last) (First) (Middle)

20 N. ORANGE AVENUE

SUITE 106

(Street)

ORLANDO FLORIDA 32801

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

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

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

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	05/20/2026		F		3,017(1)	D	$11.86	96,564	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 Donald Carpenter	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)