Pure Cycle Corp (PCYO) holders update stakes as two directors resign

Rhea-AI Filing Summary

Pure Cycle Corp investors led by Maran Capital filed Amendment No. 2 to their Schedule 13D on the company’s common stock. Maran Capital Management reports beneficial ownership of 3,549,000 shares, representing 14.7% of the class. On May 21, 2026, Daniel J. Roller resigned from the Board, and on July 7, 2026, Daniel Kozlowski also resigned. Maran Capital Management intends to exercise its replacement rights for both former directors under a Cooperation Agreement with Pure Cycle dated January 14, 2026.

Key Figures

Maran Capital Management stake: 3,549,000 shares (14.7%) Daniel J. Roller holdings: 3,551,653 shares (14.7%) Plaisance SPV I, LLC stake: 2,600,000 shares (10.8%) +3 more

6 metrics

Maran Capital Management stake 3,549,000 shares (14.7%) Beneficial ownership of Pure Cycle common stock

Daniel J. Roller holdings 3,551,653 shares (14.7%) Beneficial ownership including 2,653 shares with sole power

Plaisance SPV I, LLC stake 2,600,000 shares (10.8%) Beneficial ownership of Pure Cycle common stock

Daniel Kozlowski holdings 351,210 shares (1.5%) Beneficial ownership of Pure Cycle common stock

Maran Partners Fund stake 469,000 shares (1.9%) Beneficial ownership with shared voting and dispositive power

Maran SPV1 stake 480,000 shares (2.0%) Beneficial ownership with shared voting and dispositive power

Key Terms

Schedule 13D, beneficially owned, Shared Voting Power, Shared Dispositive Power, +2 more

6 terms

Schedule 13D regulatory

"The following constitutes Amendment No. 2 ("Amendment No. 2") to the filed by the undersigned on November 19, 2025 ("the "Initial 13D"...)"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 3,549,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Shared Voting Power financial

"8 | Shared Voting Power 3,549,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Shared Dispositive Power financial

"10 | Shared Dispositive Power 3,549,000.00"

Cooperation Agreement regulatory

"its Cooperation Agreement with the Issuer dated January 14, 2026."

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

replacement rights regulatory

"intends to exercise its replacement rights for both Daniel J. Roller and Daniel Kozlowski"

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Available on EDGAR 07/09/2026 - 06:09 PM Accepted by SEC EDGAR 07/09/2026 - 06:09 PM Learn about SEC filing dates

FAQ

What does the latest Schedule 13D/A mean for Pure Cycle Corp (PCYO)?

The amendment updates major shareholder information for Pure Cycle Corp and board changes. It shows Maran Capital Management and related entities holding a significant stake and discloses the resignations of two directors, along with an intention to use contractual replacement rights under a prior Cooperation Agreement.

How much of Pure Cycle Corp (PCYO) does Maran Capital Management report owning?

Maran Capital Management reports beneficial ownership of 3,549,000 Pure Cycle common shares. This stake represents 14.7% of the outstanding class. The filing also notes shared voting and dispositive power over these shares rather than sole authority, highlighting Maran’s role as a significant shareholder group participant.

What stake in Pure Cycle Corp (PCYO) is reported by Plaisance SPV I, LLC and Daniel Kozlowski?

Plaisance SPV I, LLC reports beneficial ownership of 2,600,000 shares, or 10.8% of Pure Cycle’s common stock. Separately, Daniel Kozlowski reports beneficial ownership of 351,210 shares, representing 1.5% of the class, reflecting his individual position distinct from the SPV’s holdings.

Which board changes at Pure Cycle Corp (PCYO) are disclosed in this amendment?

The filing states that director Daniel J. Roller resigned from Pure Cycle’s Board on May 21, 2026. It also notes that director Daniel Kozlowski resigned on July 7, 2026. These departures are tied to Maran Capital Management’s intention to exercise contractual board replacement rights.

What are Maran Capital Management’s replacement rights referenced for Pure Cycle Corp (PCYO)?

Maran Capital Management indicates it intends to exercise replacement rights for the board seats formerly held by Daniel J. Roller and Daniel Kozlowski. These rights arise under a Cooperation Agreement with Pure Cycle dated January 14, 2026, as referenced in Item 4 of the filing.

How many Pure Cycle Corp (PCYO) shares does Daniel J. Roller report beneficially owning?

Daniel J. Roller reports beneficial ownership of 3,551,653 Pure Cycle shares, or 14.7% of the class. This includes 2,653 shares over which he has sole voting and dispositive power, and 3,549,000 shares over which he shares voting and dispositive power with related entities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Pure Cycle Corp

(Name of Issuer)

Common Stock, par value 1/3 of $0.01 per share

(Title of Class of Securities)

746228303

(CUSIP Number)

DANIEL J. ROLLER
MARAN CAPITAL MANAGEMENT, LLC, 201 Columbine St, Suite 300
Denver, CO, 80206
(303) 800-7551

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Maran Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,549,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,549,000.00

11

Aggregate amount beneficially owned by each reporting person

3,549,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Maran Partners Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 469,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 469,000.00

11

Aggregate amount beneficially owned by each reporting person

469,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Maran Partners GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 469,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 469,000.00

11

Aggregate amount beneficially owned by each reporting person

469,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.9 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Maran SPV1 LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 480,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 480,000.00

11

Aggregate amount beneficially owned by each reporting person

480,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Maran SPV GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

COLORADO

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 480,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 480,000.00

11

Aggregate amount beneficially owned by each reporting person

480,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Plaisance SPV I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,600,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,600,000.00

11

Aggregate amount beneficially owned by each reporting person

2,600,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Daniel J. Roller

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,653.00
8	Shared Voting Power 3,549,000.00
9	Sole Dispositive Power 2,653.00
10	Shared Dispositive Power 3,549,000.00

11

Aggregate amount beneficially owned by each reporting person

3,551,653.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Daniel R. Kozlowski

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 351,210.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 351,210.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

351,210.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 746228303

1

Name of reporting person

Plaisance Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value 1/3 of $0.01 per share
(b)	Name of Issuer: Pure Cycle Corp
(c)	Address of Issuer's Principal Executive Offices: 34501 E. QUINCY AVE, BLDG. 34, WATKINS, COLORADO , 80137.
Item 1 Comment: The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed by the undersigned on November 19, 2025 ("the "Initial 13D" and as amended and supplemented through the date of this Amendment No. 2, the "Schedule 13D"). This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On May 21, 2026, Daniel J. Roller resigned from his position as a member of the Board of Directors of the Issuer (the "Board"). On July 7, 2026, Daniel Kozlowski resigned from his position as a member of the Board. Maran Capital Management intends to exercise its replacement rights for both Daniel J. Roller and Daniel Kozlowski as detailed in Item 1(a)(ii) of its Cooperation Agreement with the Issuer dated January 14, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Maran Capital Management, LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	07/09/2026

Maran Partners Fund, LP

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member, Maran Partners GP, LLC, its general partner
Date:	07/09/2026

Maran Partners GP, LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	07/09/2026

Maran SPV1 LP

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	07/09/2026

Maran SPV GP, LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	07/09/2026

Plaisance SPV I, LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	07/09/2026

Daniel J. Roller

Signature:	/s/ Daniel J. Roller
Name/Title:	DANIEL J. ROLLER
Date:	07/09/2026

Daniel R. Kozlowski

Signature:	/s/ Daniel Kozlowski
Name/Title:	Daniel Kozlowski
Date:	07/09/2026

Plaisance Capital LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel Roller, Managing Member
Date:	07/09/2026