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WhiteWave IPO CFO, $174B muni banker join Pure Cycle (NASDAQ: PCYO)

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8-K

Rhea-AI Filing Summary

Pure Cycle Corporation (PCYO) reported that on August 24, 2026, Chris Fink and Kelly Haecker were appointed to its Board of Directors, filling two prior vacancies and returning the Board to eight directors, seven of whom are independent under Nasdaq rules. The company states there are no appointment-related arrangements or related-party transactions requiring disclosure, and both new directors will receive the standard non-employee director compensation and indemnification agreement. A press release furnished as Exhibit 99.1 details their backgrounds in municipal finance, public company CFO roles, capital allocation, and strategic transactions, which Pure Cycle notes are relevant to its water, land development, and single-family rental businesses and its public finance structure.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board size after appointments 8 directors Total Pure Cycle Board size after August 24, 2026 appointments
Independent directors 7 independent directors Number of independent directors on Pure Cycle’s eight-member Board
Municipal utility financings underwritten by Chris Fink over $174 billion Total financings for municipal utilities underwritten during his tenure at Bank of America and Merrill Lynch
Lead-managed municipal financings by Chris Fink over $63 billion Financings where he served as lead manager at Bank of America
Municipal utility financings at Morgan Stanley over $37 billion Municipal utility financings led by Chris Fink as Head of the Municipal Energy Group
WhiteWave Foods sale transaction value $12.5 billion Sale of WhiteWave Foods to Danone in 2017 led financially by Kelly Haecker as CFO
Pure Cycle fiscal year end referenced August 31, 2025 Fiscal year end cited for the company’s Form 10-K in the risk factor reference
independent directors regulatory
"two new independent directors, Chris Fink and Kelly Haecker, were appointed"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
Regulation FD regulatory
"Item 7.01Regulation FD Disclosure. On August 25, 2026, the Registrant issued"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
municipal utilities financial
"he served as underwriter on over $174 billion of financings for municipal utilities"
initial public offering financial
"he provided financial leadership for the company’s 2012 initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

FAQ

What did PURE CYCLE CORP (PCYO) announce in this Form 8-K?

Pure Cycle announced the appointment of Chris Fink and Kelly Haecker as new independent directors effective August 24, 2026, filling two vacancies and bringing the Board back to eight directors. The company also issued a press release, furnished as Exhibit 99.1, describing their backgrounds.

How many independent directors does PCYO have after these appointments?

After appointing Chris Fink and Kelly Haecker, Pure Cycle’s Board has eight directors in total, of which seven are independent under Nasdaq Stock Market rules, according to the company’s disclosure.

How will the new PCYO directors be compensated?

Pure Cycle states that Chris Fink and Kelly Haecker will be compensated according to its standard compensation policies for non-employee directors, and the company will enter into its standard form of indemnification agreement with each of them.

What experience does Chris Fink bring to PCYO’s Board?

Chris Fink has over 40 years of municipal finance and public finance law experience. At Bank of America and Merrill Lynch he served as underwriter on over $174 billion of municipal utility financings and lead manager on over $63 billion, and previously led municipal energy at Morgan Stanley.

What experience does Kelly Haecker bring to PCYO’s Board?

Kelly Haecker has over 35 years of financial leadership experience, including serving as Executive Vice President and Chief Financial Officer of WhiteWave Foods, where he led its 2012 IPO and its $12.5 billion sale to Danone in 2017, and is currently a Partner at Capitol Peak Partners.

What are Pure Cycle’s main business segments as described in the press release?

Pure Cycle describes three segments: a core wholesale water and wastewater service business, a land development segment launched in 2017 for master planned communities, and a single-family home rental business at Sky Ranch launched in 2021, which the company says provide recurring revenues and complementary operations.

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0000276720false00002767202026-08-242026-08-24

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): August 24, 2026

PURE CYCLE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

0-8814

  ​ ​ ​

84-0705083

(Commission File Number)

(IRS Employer Identification No.)

34501 East Quincy Avenue, Building 1, Suite D, Watkins, CO 80137

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code

(303) 292-3456

N/A

(Former name or former address, if changed since last report.)

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

Common Stock 1/3 of $.01 par value

PCYO

The NASDAQ Stock Market

(Title of each class)

(Trading Symbol(s))

(Name of each exchange on which registered)

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 (see General Instruction A.2. below):

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))

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. 

This current report on Form 8-K is filed by Pure Cycle Corporation (the “Registrant” or “Pure Cycle”), a Colorado corporation, in connection with the matters described herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2026, Chris Fink and Kelly Haecker were appointed to serve on the Registrant’s board of directors (the “Board”). Mr. Fink and Mr. Haecker were appointed following the two vacancies created earlier in the year and return the Board to eight directors.

The Board has determined that Mr. Fink and Mr. Haecker are independent under the rules of the Nasdaq Stock Market.  There are no arrangements or understandings involving Mr. Fink and Mr. Haecker pursuant to which they were appointed to the Board.  Additionally, there are no related party transactions involving the Registrant and either of Mr. Fink or Mr. Haecker that the Registrant would be required to disclose pursuant to Item 404(a) of Regulation S-K. Mr. Fink and Mr. Haecker will be compensated in accordance with the Registrant’s standard compensation policies and practices for non-employee directors, and the Registrant will enter into its standard form of indemnification agreement with Mr. Fink and Mr. Haecker. Mr. Fink and Mr. Kelly have not been appointed to a Committee of the Board.

Item 7.01Regulation FD Disclosure.

On August 25, 2026, the Registrant issued a press release announcing the appointment of Messrs. Fink and Haecker to the Board. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

  ​ ​ ​

Description

99.1

Press Release dated August 25, 2026, announcing the appointment of Chris Fink and Kelly Haecker to the Board of Directors

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 25, 2026

  ​ ​

PURE CYCLE CORPORATION

By:

/s/ Marc Spezialy

Marc Spezialy

Vice President and Chief Financial Officer

Exhibit 99.1

Graphic

Pure Cycle Corporation

Appoints Two Industry Leaders, Chris Fink and Kelly Haecker, to its Board of Directors

DENVER, CO / GLOBE NEWSWIRE / August 25, 2026 – Pure Cycle Corporation (Nasdaq Capital Market: PCYO) (“Pure Cycle”, “we”, “us” or “our”) announced today that two new independent directors, Chris Fink and Kelly Haecker, were appointed to its Board of Directors (the “Board”), effective August 24, 2026. The appointments follow the two vacancies created earlier in the year and return the Board to eight directors, seven of whom are independent.

Mr. Fink brings four decades of municipal finance experience, including more than thirty years leading the municipal energy practices at Bank of America Merrill Lynch and Morgan Stanley, where he served as underwriter on over $174 billion of financings for municipal utilities. Mr. Haecker brings public company chief financial officer experience, having led WhiteWave Foods through its 2012 initial public offering and its $12.5 billion sale to Danone in 2017, and currently serves as a partner at Capitol Peak Partners, a Denver-based private investment firm.

“We are delighted to welcome Chris and Kelly to our Board,” commented Mark Harding, President and CEO. “Pure Cycle combines a long-lived water resource portfolio with a public finance structure that converts the public infrastructure we build into shareholder capital. Chris has spent his career at the center of exactly that kind of financing, and few people understand municipal utility credit, rating agency strategy and the municipal markets better. Kelly has been a public company chief financial officer and has delivered strong shareholder returns via operating performance and successful exits, including the sale of WhiteWave Foods through a $12.5 billion transaction, and he brings a disciplined view of capital allocation from both an operating and an investment perspective. Their backgrounds support the Company’s focus on long-term shareholder value.”

About Mr. Fink

Mr. Fink has over forty years of experience in municipal finance and public finance law. From 2003 until 2025 he served as a Managing Director at Bank of America and its predecessor Merrill Lynch, where he was Head of the Municipal Energy Group nationally, Head of Southeast Public Finance, and a member of the firm’s Municipal Management Committee. During his tenure he served as underwriter on over $174 billion of financings for municipal utilities and as lead manager on over $63 billion, was lead manager for nineteen of the twenty largest public power issuers in the United States, and Mr. Fink’s team at Bank of America was ranked first in public power transactions and in natural gas commodity prepayment transactions. He advised municipal utilities on generation asset acquisitions, on rating agency and investor relations strategy, and represented a large public power entity before the U.S. Department of Energy in securing a federal loan guarantee.

From 1992 to 2003, Mr. Fink was an Executive Director and Head of the Municipal Energy Group at Morgan Stanley, where he led the underwriting of over $37 billion of municipal utility financings, served as financial advisor on over $6 billion, advised on the largest municipalization in U.S. history for the Long Island Power Authority, and served on the board of Morgan Stanley Derivative Products Inc. He began his career as a tax attorney at Mudge Rose Guthrie Alexander & Ferdon and later at Milbank, Tweed, Hadley & McCloy, where he was recruited to build the tax practice for that firm’s newly formed municipal finance group.

Mr. Fink received a Bachelor of Arts degree from the State University of New York at Albany, a Juris Doctor from the State University of New York at Buffalo, and an LL.M. in Taxation from New York University School of Law. Mr. Fink also holds Series 7, 53 and 63 licenses.


In determining Mr. Fink’s qualifications to serve on the Board, the Board considered, among other things, his extensive experience in municipal and public utility finance, his background as a tax attorney in municipal finance, his experience advising issuers on rating agency and investor relations strategy, and his knowledge of energy and natural gas markets, each of which is relevant to the financing of public improvements at Sky Ranch, our special district bonding program, and the utility infrastructure we develop.

About Mr. Haecker

Mr. Haecker has over thirty-five years of financial leadership experience across public and private companies. Since 2018, he has been a Partner at Capitol Peak Partners, where he is responsible for sourcing, evaluating and executing investments and for providing financial and operational counsel to portfolio companies following acquisition.

Prior to Capitol Peak, Mr. Haecker served as Executive Vice President and Chief Financial Officer of WhiteWave Foods, where he provided financial leadership for the company’s 2012 initial public offering and directed all financial activities, culminating in the $12.5 billion sale to Danone in 2017. He joined WhiteWave as Senior Vice President and Chief Financial Officer of WWF Operating Company, its primary North American operating division. Earlier in his career Mr. Haecker held senior management roles at Gillette, first as head of finance for its Duracell battery division and subsequently leading the finance function for Gillette’s European Commercial Operations from Geneva, Switzerland. He also served as Senior Vice President and Chief Financial Officer of Mother’s–Archway Cookie Company and as Vice President and Corporate Controller of Specialty Foods Corporation. He began his career in the Commercial Audit and Financial Consulting Division of Arthur Andersen LLP.

Mr. Haecker received a Bachelor of Science degree from the University of Nebraska and a Master of Management from the Kellogg School of Management at Northwestern University. He currently serves on the Board of Directors of Universal Pure, Elevation Foods, and Morning Glory Dairy.

In determining Mr. Haecker’s qualifications to serve on the Board, the Board considered, among other things, his experience as the chief financial officer of a publicly traded company, his leadership of an initial public offering and a large strategic transaction, his private investment and capital allocation experience, and his background in audit and financial reporting.

Company Information

Pure Cycle continues to strengthen its operations, build its balance sheet, and drive recurring revenues. We operate in three distinct business segments, each of which complements the others. At our core, we are a vertically integrated wholesale water and wastewater service provider. In 2017, we launched our land development segment, which develops master planned communities on land we own and to which we provide water and wastewater services. In 2021, we launched our newest line of business, the rental of single-family homes located at Sky Ranch, which provides long-term recurring revenues, furthers our land development operations, and adds more customers to our water resource segment.

Additional information, including our recent press releases and SEC filings, is available at www.purecyclewater.com, or you may contact our President, Mark W. Harding, or our CFO, Marc Spezialy, at 303-292-3456 or info@purecyclewater.com.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are all statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate will or may occur in the future, such as statements about the following: our expectations regarding the contributions of our newly appointed directors; the relevance of their experience to the matters before our Board; and our public finance structure and our ability to redeploy capital from the infrastructure we develop. The words “anticipate,” “likely,” “may,” “should,” “could,” “will,” “believe,” “estimate,” “expect,” “plan,” “intend,” “potential” and similar expressions are intended to identify forward-looking statements. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ from projected results include, without limitation: home mortgage interest rates, inflation, trade policies, tariffs, and other factors impacting the housing market and home sales; the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025; and those factors discussed from time to time in our press releases, public statements and documents filed or furnished with the U.S. Securities and Exchange Commission.

SOURCE: Pure Cycle Corporation

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Filing Exhibits & Attachments

4 documents