Pure Cycle Corp (PCYO) holder Maran nominates 5 directors with 14.7% stake

Rhea-AI Filing Summary

An amended Schedule 13D reports that investment entities associated with Daniel J. Roller hold stakes in Pure Cycle Corp common stock. Maran Capital Management, LLC beneficially owns 3,549,000 shares, or 14.7% of the class, while Roller reports beneficial ownership of 3,551,653 shares, also 14.7%. Plaisance SPV I, LLC holds 2,600,000 shares, or 10.8%.

On August 4, 2026, these investors and several nominees entered into a group agreement and sent a letter nominating five candidates for election to Pure Cycle’s board at the 2027 annual meeting. The group agreement coordinates joint Schedule 13D filings, proxy solicitation efforts, trading restrictions, and expense sharing, and the nominees grant Roller powers of attorney for related SEC documents. The amendment also notes that Daniel Kozlowski exits the Section 13(d) group.

Key Figures

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

6 metrics

Maran Capital stake 3,549,000 shares Common stock beneficially owned by Maran Capital Management, LLC, representing 14.7% of the class

Daniel J. Roller holdings 3,551,653 shares Common stock beneficially owned by Daniel J. Roller, representing 14.7% of the class

Plaisance SPV I, LLC holdings 2,600,000 shares Pure Cycle common stock beneficially owned, equal to 10.8% of the class

Maran Partners Fund, LP holdings 469,000 shares Pure Cycle common stock beneficially owned, representing 1.9% of the class

Maran SPV1 LP holdings 480,000 shares Pure Cycle common stock beneficially owned, representing 2.0% of the class

Event date August 4, 2026 Date of event requiring the amended Schedule 13D

Key Terms

Section 13(d) group, beneficial ownership, proxy solicitation, Group Agreement, +1 more

5 terms

Section 13(d) group regulatory

"is no longer a member of the Section 13(d) group and shall cease"

beneficial ownership financial

"statements on with respect to their beneficial ownership of securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

proxy solicitation regulatory

"agreed to solicit proxies for the election of certain persons nominated"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

Group Agreement regulatory

"entered into a group agreement (the Group Agreement) in which, among other things"

power of attorney regulatory

"Each of the Nominees has granted Mr. Roller a power of attorney"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

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

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Available on EDGAR 08/06/2026 - 03:46 PM Accepted by SEC EDGAR 08/06/2026 - 03:45 PM Learn about SEC filing dates

FAQ

What stake does Maran Capital report in Pure Cycle Corp (PCYO)?

Maran Capital Management, LLC reports beneficial ownership of 3,549,000 Pure Cycle shares, representing 14.7% of the common stock. This stake is held with shared voting and dispositive power as disclosed in the amended Schedule 13D.

How many Pure Cycle (PCYO) shares does Daniel J. Roller beneficially own?

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 with shared power.

Who are the director nominees backed by Maran at Pure Cycle (PCYO)?

The Maran group is supporting five nominees for Pure Cycle’s board: Daniel J. Roller, Anya Civitella, R. Rimmy Malhotra, John D. McAnnar, and Ian K. Patel for election at the company’s 2027 annual meeting.

What is the purpose of the new group agreement related to Pure Cycle (PCYO)?

The group agreement aligns several investors and nominees to jointly file Schedule 13D, solicit proxies for board elections at the 2027 annual meeting, restrict trading in Pure Cycle securities without Maran’s consent, and share related expenses on a pro rata ownership basis.

When did the event triggering this Schedule 13D amendment for Pure Cycle (PCYO) occur?

The triggering event occurred on August 4, 2026. On that date, the Maran-affiliated entities and nominees entered into the group agreement and delivered a nomination letter proposing five director candidates for Pure Cycle’s 2027 annual meeting.

What change in the Section 13(d) group for Pure Cycle (PCYO) is disclosed?

The amendment states that Daniel Kozlowski is no longer a member of the Section 13(d) group and will cease to be a reporting person immediately after this amendment, while the remaining reporting persons will continue to file as a group.

How many Pure Cycle (PCYO) shares does Plaisance SPV I, LLC own?

Plaisance SPV I, LLC reports beneficial ownership of 2,600,000 Pure Cycle shares, representing 10.8% of the outstanding common stock. These shares are held with shared voting and dispositive power as indicated in the beneficial ownership table.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

08/04/2026

(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

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. 3 ("Amendment No. 3") 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. 3, the "Schedule 13D"). This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein.
Item 2.	Identity and Background
(a)	Item 2 is hereby amended to add the following: In connection with the Group Agreement defined and described in Item 6 below, Daniel Kozlowski is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Amendment No. 3. The remaining Reporting Persons will continue to file as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On August 4, 2026, Maran Capital Management, LLC, Maran Partners Fund, LP, Maran Partners GP, LLC, Maran SPV1 LP, Maran SPV GP, LLC, Plaisance SPV I, LLC and Daniel J. Roller (collectively, "Maran") delivered a letter to the Issuer nominating Daniel J. Roller, Anya Civitella, R. Rimmy Malhotra, John D. McAnnar and Ian K. Patel (the "Nominees") for election to the Issuer's board of directors (the "Board") at the Issuer's 2027 annual meeting of shareholders (the "Annual Meeting"). As described in more detail in their biographies below, the Nominees have backgrounds and skillsets spanning capital allocation, mergers and acquisitions, corporate law and governance, building products and materials, operational improvement, energy, and finance. Daniel Roller Daniel J. Roller, age 45, is the Founder, President and Chief Investment Officer of Maran Capital Management, LLC, a Denver-based investment firm he founded in 2015. Maran Capital is focused on making concentrated, fundamentally driven, long-term oriented investments in publicly traded small capitalization companies. In addition to his 20+ years of investment research and management experience, Mr. Roller has advised numerous public and private companies on topics such as M&A, capital allocation, corporate governance, and strategy. Mr. Roller holds a B.S.E. in Electrical Engineering and Computer Science from Duke University. Mr. Roller has served as a director of Horizon Kinetics Holding Corporation (OTC: HKHC) (formerly Scott's Liquid Gold Inc.) since January 2021 and served as a director of Pure Cycle Corporation (Nasdaq: PCYO) from January 2026 to May 2026. Anya Civitella Anya Civitella, age 50, is an accomplished building materials and construction products executive with more than 25 years of experience creating shareholder value through strategic growth, mergers and acquisitions, operational improvement, and organizational transformation. From July 2023 to April 2025, Ms. Civitella served as Senior Vice President, Performance and Growth at Foley Products. From July 2021 to March 2023, she served as Senior Vice President, Business Development and Growth at Specialty Granules (a Standard Industries company). Prior to that, she served as Senior Vice President, Performance Improvement at Summit Materials, where she was a founding senior leadership team member and helped scale the company from a private equity-backed start up into a publicly traded building materials company with approximately $2 billion in revenue. Earlier in her career, Ms. Civitella held executive, strategy and advisory roles with CRH, McKinsey & Company, Accenture, and the World Bank. She earned an MBA from Yale School of Management, completed the Executive Leadership Program at Harvard Business School, and graduated summa cum laude in Economics from Amherst College. Ms. Civitella's qualifications to serve as a director include deep building materials industry expertise, public company leadership experience, M&A and capital allocation capabilities, operational transformation experience, and a demonstrated track record of building scalable organizations and delivering sustainable value creation. Rimmy Malhotra R. Rimmy Malhotra, age 51, has served as the Managing Member and Portfolio Manager for the Nicoya Fund LP, a private investment partnership, since 2013. He earned an MBA in Finance from The Wharton School and a Master's degree in International Relations from the School of Arts & Sciences, both at the University of Pennsylvania where he is a Lauder Fellow. Mr. Malhotra holds a Bachelor of Science in Computer Science and Bachelor of Arts in Economics from Johns Hopkins University. Mr. Malhotra currently serves as a director of HireQuest, Inc. (Nasdaq: HQI) (since April 2016), Optex Systems Holdings, Inc. (Nasdaq: OPXS) (since November 2019), FRMO Corporation (OTC: FRMO) (since November 2024), and Genasys Inc. (Nasdaq: GNSS) (since January 2025). Mr. Malhotra previously served as a director of Scott's Liquid Gold, Inc. (now Horizon Kinetics Holding Corp.) from January 2021 to August 2024 and Infusystem Holdings, Inc. from September 2022 to March 2024. John McAnnar John D. McAnnar, age 43, is the Chief Legal Officer, Vice President of Professional Services, and Secretary of HireQuest, Inc. He has fulfilled the General Counsel or Chief Legal Officer role for both HireQuest, Inc., and its predecessor, Hire Quest, L.L.C., since 2014. Previously, Mr. McAnnar served in the litigation departments of Carmody MacDonald, P.C., and Armstrong Teasdale, LLP. Beginning in July 2023 and until it was acquired in August 2024, he served on the Board of Directors and the Audit, Compensation, and Nominations and Governance Committees of Scott's Liquid Gold, Inc. (OTC:SLGD). He is the co-founder of ArchCity Defenders, a non-profit organization in St. Louis, Missouri. Mr. McAnnar holds a Bachelor of Arts degree from the University of Pittsburgh and a juris doctorate degree from St. Louis University School of Law. Ian Patel Ian Patel, age 52, has been a self-employed consultant since March 2026. Most recently, from August 2024 until February 2026, he served as Chief Financial Officer of QB Energy LLC, a private equity-backed upstream energy producer, where he led capital structure, capital allocation, risk management, and acquisitions. From January 2022 until May 2024, he served as Chief Financial Officer of CEA Industries Inc. (Nasdaq: CEAD), a publicly traded engineering and equipment company, where he oversaw SEC reporting, Sarbanes-Oxley compliance, and Nasdaq listing matters and advised the Board and Audit Committee. From May 2018 until October 2021, Mr. Patel served as Vice President of Finance at FourPoint Energy LLC and LongPoint Minerals, where he managed the firm's acquisitions and investor relations efforts, and he previously served as Chief Financial Officer of True Oil Company, LLC. Mr. Patel began his career as an attorney with Debevoise & Plimpton LLP and served as Special Counsel at the U.S. Securities and Exchange Commission, where he reviewed public-company registration statements, periodic reports, and proxies, issued comment letters, and advised on securities law and disclosure matters. He later served as a Director in the Global Energy group at Citigroup and an Associate in the Natural Resources group at Goldman Sachs & Co., advising energy companies on mergers and acquisitions and capital raises. Mr. Patel earned a Bachelor of Science in Business from the University of California, Riverside, a J.D. from Harvard Law School, and an MBA from The University of Pennsylvania.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On August 4, 2026, Maran, Anya Civitella, R. Rimmy Malhotra, John D. McAnnar and Ian K. Patel (collectively, the "Participants") entered into a group agreement (the "Group Agreement") in which, among other things, (i) the Participants agreed to jointly file a statement on Schedule 13D, and any amendments thereto, with respect to securities of the Issuer to the extent required by applicable law, (ii) the Participants agreed to solicit proxies for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by or on behalf of the Reporting Persons), (iii) the Participants agreed to take all other action necessary to achieve the foregoing, (iv) each of the Participants agreed not to enter into any transactions in the securities of the Issuer without the prior written consent of Maran, and (v) the Maran entities agreed to pre-approve and pay all expenses incurred in connection with the group's activities on a pro rata basis based on the number of Shares beneficially owned in the aggregate by each such Maran entity. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Each of the Nominees has granted Mr. Roller a power of attorney (the "Power of Attorney") to execute certain SEC filings and other documents in connection with the solicitation of proxies at the Annual Meeting. A form of the Power of Attorney is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 99.1 - Group Agreement, dated August 4, 2026 99.2 - Form of Power of Attorney

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:	08/06/2026

Maran Partners Fund, LP

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member, Maran Partners GP, LLC, its General Partner
Date:	08/06/2026

Maran Partners GP, LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	08/06/2026

Maran SPV1 LP

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	08/06/2026

Maran SPV GP, LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	08/06/2026

Plaisance SPV I, LLC

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller, Managing Member
Date:	08/06/2026

Daniel J. Roller

Signature:	/s/ Daniel J. Roller
Name/Title:	Daniel J. Roller
Date:	08/06/2026

Plaisance Capital LLC

Signature:	/s/ Daniel Kozlowski
Name/Title:	Daniel Kozlowski, Managing Member
Date:	08/06/2026