[Form 4] PURE CYCLE CORP Insider Trading Activity

Rhea-AI Filing Summary

Pure Cycle Corp (PCYO) insider Daniel Kozlowski and related entities reported significant changes in their holdings. On 11/17/2025, an entity associated with Kozlowski sold 68,778 shares of Pure Cycle common stock in open-market transactions at a weighted average price of $11.008 per share. After this sale, 2,600,000 shares previously reported as indirectly owned through Plaisance SPV I, LLC were reclassified so that they are no longer deemed beneficially owned by Plaisance Capital, LLC or Kozlowski, following a change in the managing member of Plaisance SPV.

Kozlowski remains a director and 10% owner of Pure Cycle and now reports 348,557 shares held directly in his personal capacity.

Insights

Equity governance analyst

Large block of 2.6M shares moves out of insider’s indirect ownership.

Pure Cycle Corp received a Form 4 showing that entities associated with director and 10% owner Daniel Kozlowski adjusted their holdings on 11/17/2025. There was an open-market sale of 68,778 common shares at a weighted average price of $11.008 per share, which is a relatively modest trade compared with the larger ownership block.

The more notable change is structural: 2,600,000 shares previously attributed as indirectly owned through Plaisance SPV I, LLC are no longer treated as beneficially owned by Plaisance Capital, LLC or Kozlowski after a change in the managing member under an agreement with Maran Capital Management, LLC. Kozlowski still reports 348,557 shares directly in his personal capacity, so he remains a significant holder, but a large indirect position is now outside his reported beneficial ownership.

From a governance perspective, this filing indicates a redistribution of influence away from one prior managing member structure toward a new one involving Maran. Actual market impact depends on how the new managing member manages or trades the 2,600,000-share position, which is not addressed here.

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^*

Kozlowski Daniel R

(Last) (First) (Middle)

C/O PLAISANCE CAPITAL, LLC

4790 S. LAFAYETTE STREET

(Street)

ENGLEWOOD CO 80113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PURE CYCLE CORP [ PCYO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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

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

	Form filed by One Reporting Person
X	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 1/3 of $.01 par value	11/17/2025		S		68,778	D	$11.008(1)	2,600,000	I	See Footnote(2)
Common Stock 1/3 of $.01 par value	11/17/2025		J		2,600,000	D	$0	0	I	See Footnote(2)
Common Stock 1/3 of $.01 par value								348,557	D(3)

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

1. Name and Address of Reporting Person^*

Kozlowski Daniel R

(Last) (First) (Middle)

C/O PLAISANCE CAPITAL, LLC

4790 S. LAFAYETTE STREET

(Street)

ENGLEWOOD CO 80113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Plaisance Capital LLC

(Last) (First) (Middle)

4790 S. LAFAYETTE STREET

(Street)

ENGLEWOOD CO 80113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Plaisance SPV I, LLC

(Last) (First) (Middle)

C/O PLAISANCE CAPITAL, LLC

4790 S. LAFAYETTE STREET

(Street)

ENGLEWOOD CO 80113

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $11.00 to $11.0518. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The reported securities are directly owned by Plaisance SPV I, LLC ("Plaisance SPV"). On November 17, 2025, after the transaction reported in row 1, Plaisance Capital, LLC ("Plaisance") entered into an agreement (the "Agreement") with Maran Capital Management, LLC ("Maran") whereby Plaisance withdrew as managing member of Plaisance SPV and Maran was admitted as the managing member of Plaisance SPV. Due to the Agreement, as of November 17, 2025, the reported securities are no longer deemed to be indirectly beneficially owned by either Plaisance or Daniel Kozlowski.

3. The reported securities are directly owned by Daniel Kozlowski in his personal capacity.

	DANIEL KOZLOWSKI, By: /s/ Daniel Kozlowski	11/19/2025
	PLAISANCE CAPITAL, LLC, By: /s/ Daniel Kozlowski, Daniel Kozlowski, Managing Member	11/19/2025
	PLAISANCE SPV I, LLC, By: Maran Capital Management, LLC, its managing member, By: Daniel J. Roller, managing member of Maran Capital Management, LLC, By: /s/ Daniel J. Roller, Daniel J. Roller, Managing Member	11/19/2025
	** 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 PCYO report for November 17, 2025?

On 11/17/2025, an entity associated with Daniel Kozlowski reported selling 68,778 shares of Pure Cycle common stock at a weighted average price of $11.008 per share.

How many Pure Cycle (PCYO) shares are no longer deemed beneficially owned by Plaisance and Daniel Kozlowski?

The filing states that 2,600,000 shares previously reported as indirectly owned through Plaisance SPV I, LLC are no longer deemed beneficially owned by either Plaisance Capital, LLC or Daniel Kozlowski as of 11/17/2025.

How many PCYO shares does Daniel Kozlowski now hold directly?

After the reported changes, 348,557 shares of Pure Cycle common stock are reported as directly owned by Daniel Kozlowski in his personal capacity.

What is Daniel Kozlowski’s relationship to Pure Cycle Corp (PCYO)?

The form identifies Daniel Kozlowski as both a Director and a 10% Owner of Pure Cycle Corp.

Who is the new managing member of Plaisance SPV I, LLC holding PCYO shares?

The filing explains that, under an agreement dated 11/17/2025, Maran Capital Management, LLC was admitted as the managing member of Plaisance SPV I, LLC.

At what price were the 68,778 PCYO shares sold by the reporting person?

The $11.008 price reported is a weighted average for multiple trades in a range between $11.00 and $11.0518 per share.