Pure Cycle (PCYO) CEO updates indirect stake after SMA control gift

Rhea-AI Filing Summary

Pure Cycle Corp’s chief executive officer and director, Mark W. Harding, reported changes in how his holdings are treated for ownership reporting. On 01/12/2026, 210,000 shares of common stock recorded under SMA Investments, LLLP were shown as a disposition at a price of $0, reflecting that he no longer has investment or voting control over SMA and therefore no longer beneficially owns those shares indirectly.

The filing explains that control of SMA had been gifted to the Mark W. Harding Irrevocable Trust, and that Harding has no control over the Trust’s assets. After this correction and the transfer of SMA’s control, Harding is shown as directly holding 140,089 shares of Pure Cycle common stock.

Insider Trade Summary

Net Seller: 210,000 shares

Net Sell 2 txns

Insider HARDING MARK W

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Gift	Common Stock	210,000	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, SMA Investments, LLLP); Common Stock — 140,089 shares (Direct)

Footnotes (1)

1. F1. These shares of common stock are owned by SMA Investments, LLLP ("SMA"), a limited liability limited partnership previously controlled by the reporting person. The controlling interests of SMA were gifted to the Mark W. Harding Irrevocable Trust (the "Trust"). The reporting person no longer has investment or voting control over SMA. The reporting person previously reported the gift of 390,000 shares of common stock to the Trust on a Form 4 filed on 11/22/2024, correctly disclosing that he no longer had direct or indirect beneficial ownership of such shares; however, he erroneously reported the shares gifted to the Trust as being acquired indirectly through the Trust. Because the reporting person has no control over the investment or voting of assets held by the Trust, the reporting person does not own any shares indirectly through the Trust. With the transfer of control of SMA on 1/12/2025, the reporting person no longer beneficially owns any shares indirectly.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/12/2026 - 06:01 PM Learn about SEC filing dates

FAQ

What does the latest Form 4 for PCYO show about Mark Harding’s holdings?

The Form 4 shows that Mark W. Harding no longer beneficially owns 210,000 Pure Cycle common shares indirectly through SMA Investments, LLLP, and that he now directly holds 140,089 shares.

How many Pure Cycle (PCYO) shares does Mark Harding hold after this filing?

After the reported transactions, Mark W. Harding is listed as directly owning 140,089 shares of Pure Cycle common stock.

What happened to the 210,000 Pure Cycle shares related to SMA Investments, LLLP?

The filing reports a disposition of 210,000 Pure Cycle common shares at $0 by SMA Investments, LLLP, reflecting that Harding no longer has investment or voting control over SMA and therefore no longer beneficially owns those shares.

How does the Mark W. Harding Irrevocable Trust affect PCYO share ownership reporting?

The filing explains that controlling interests in SMA Investments, LLLP were gifted to the Mark W. Harding Irrevocable Trust, and that Harding has no investment or voting control over the Trust’s assets, so he is not treated as indirectly owning those shares.

Did Mark Harding correct any prior reporting of Pure Cycle (PCYO) shares?

Yes. The explanation notes that a prior Form 4 on 11/22/2024 correctly showed he no longer had beneficial ownership of 390,000 gifted shares, but it erroneously described them as indirectly owned through the Trust; this filing clarifies that he does not own shares indirectly through the Trust.

Was the 210,000-share transaction in PCYO stock a sale for cash?

No. The 210,000-share transaction is coded as a G (gift) and reports a price of $0 per share, indicating a non-cash transfer associated with changes in control and beneficial ownership rather than an open-market sale.

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^*

HARDING MARK W

(Last) (First) (Middle)

C/O PURE CYCLE CORPORATION

34501 E QUINCY AVE, BLDG 1 STE D

(Street)

WATKINS CO 80137

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		G(1)		210,000	D	$0	0	I	SMA Investments, LLLP
Common Stock								140,089	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. These shares of common stock are owned by SMA Investments, LLLP ("SMA"), a limited liability limited partnership previously controlled by the reporting person. The controlling interests of SMA were gifted to the Mark W. Harding Irrevocable Trust (the "Trust"). The reporting person no longer has investment or voting control over SMA. The reporting person previously reported the gift of 390,000 shares of common stock to the Trust on a Form 4 filed on 11/22/2024, correctly disclosing that he no longer had direct or indirect beneficial ownership of such shares; however, he erroneously reported the shares gifted to the Trust as being acquired indirectly through the Trust. Because the reporting person has no control over the investment or voting of assets held by the Trust, the reporting person does not own any shares indirectly through the Trust. With the transfer of control of SMA on 1/12/2025, the reporting person no longer beneficially owns any shares indirectly.

	/s/ Mark W. Harding	01/12/2026
	** 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.