Pure Cycle Corporation (PCYO): Magnolia entities disclose 7.5% ownership

Rhea-AI Filing Summary

Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson report beneficial ownership in Pure Cycle Corporation. Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Peterson collectively report beneficial ownership of 1,795,421 shares of Pure Cycle common stock for the fund, with Peterson also directly owning 6,000 shares, for a total of 1,801,421 shares attributed to him.

Each Reporting Person’s stake represents 7.5% of the outstanding common stock, with sole voting and dispositive power reported over their respective shares and no shared voting or dispositive power. The filing is made jointly under a Joint Filing Agreement dated August 14, 2026.

Key Figures

Shares beneficially owned by Magnolia Capital Fund, LP: 1,795,421 shares Shares beneficially owned by Adam K. Peterson: 1,801,421 shares Ownership percentage: 7.5% +2 more

5 metrics

Shares beneficially owned by Magnolia Capital Fund, LP 1,795,421 shares Common stock of Pure Cycle Corporation held for the account of Magnolia Capital Fund, LP

Shares beneficially owned by Adam K. Peterson 1,801,421 shares Includes 1,795,421 shares via Magnolia Capital Fund and 6,000 shares held personally

Ownership percentage 7.5% Percent of Pure Cycle common stock class for each Reporting Person

Sole voting power (Magnolia Capital Fund, LP) 1,795,421 shares Shares over which Magnolia Capital Fund, LP has sole power to vote

Sole voting power (Adam K. Peterson) 1,801,421 shares Shares over which Adam K. Peterson has sole power to vote

Key Terms

beneficial owner, dispositive power, Sole Voting Power, Schedule 13G, +1 more

5 terms

beneficial owner financial

"may be deemed the beneficial owner of 1,795,421 shares of Common Stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

dispositive power financial

"Sole Dispositive Power 1,795,421.00 8 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Sole Voting Power financial

"5 | Sole Voting Power 1,795,421.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Schedule 13G regulatory

"This is being jointly filed by Magnolia Capital Fund, LP ("MCF"), The Magnolia Group, LLC"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Joint Filing Agreement regulatory

"Joint Filing Agreement, dated as of August 14, 2026, by and between"

FAQ

What ownership stake in Pure Cycle Corporation (PCYO) does Magnolia Capital Fund report?

Magnolia Capital Fund, LP reports beneficial ownership of 1,795,421 shares of Pure Cycle Corporation common stock, representing 7.5% of the class, with sole voting and sole dispositive power over these shares and no shared voting or dispositive power.

How many Pure Cycle (PCYO) shares does Adam K. Peterson beneficially own?

Adam K. Peterson may be deemed to beneficially own 1,801,421 shares of Pure Cycle common stock, including 1,795,421 shares held for Magnolia Capital Fund and 6,000 shares held personally, representing 7.5% of the outstanding common stock.

What percentage of Pure Cycle (PCYO) does The Magnolia Group, LLC hold?

The Magnolia Group, LLC may be deemed the beneficial owner of 1,795,421 shares of Pure Cycle common stock, representing 7.5% of the class. It reports sole voting and sole dispositive power over these shares, with no shared voting or dispositive authority.

Do the reporting persons share voting or dispositive power over Pure Cycle (PCYO) shares?

No. The filing states each Reporting Person has sole voting and sole dispositive power over the reported shares and 0 shares with shared voting or shared dispositive power, indicating control is reported on a sole rather than shared basis.

What is the purpose of this Schedule 13G/A filing for Pure Cycle (PCYO)?

This Schedule 13G/A jointly reports beneficial ownership of Pure Cycle common stock by Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson, including their share counts, 7.5% ownership percentage, and details on voting and dispositive power under a Joint Filing Agreement.

Who are the reporting persons in the Pure Cycle (PCYO) Schedule 13G/A amendment?

The reporting persons are Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson. The Magnolia Group is the general partner of Magnolia Capital Fund, and Peterson is the managing member of The Magnolia Group and a U.S. citizen.

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

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Available on EDGAR 08/14/2026 - 03:04 PM Accepted by SEC EDGAR 08/14/2026 - 03:04 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Pure Cycle Corporation

(Name of Issuer)

Common Stock 1/3 of $.01 par value

(Title of Class of Securities)

746228303

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 746228303

1

Names of Reporting Persons

Magnolia Capital Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,795,421.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,795,421.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,795,421.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 746228303

1

Names of Reporting Persons

The Magnolia Group, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEBRASKA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,795,421.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,795,421.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,795,421.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 746228303

1

Names of Reporting Persons

Adam K. Peterson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,801,421.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,801,421.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,801,421.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pure Cycle Corporation
(b)	Address of issuer's principal executive offices: 34501 E. QUINCY AVE, BLDG 1, SUITE D, WATKINS, CO, 80137
Item 2.
(a)	Name of person filing: This Schedule 13G is being jointly filed by Magnolia Capital Fund, LP ("MCF"), The Magnolia Group, LLC ("TMG"), a registered investment adviser, and Adam K. Peterson (each a "Reporting Person" and, collectively, the "Reporting Persons") with respect to shares of the common stock, 1/3 of $.01 par value of the Issuer (the, "Common Stock"). TMG and Mr. Peterson may each exercise voting and dispositive power over the Common Stock held by MCF and, as a result, may be deemed to be indirect beneficial owners of shares of Common Stock held by MCF. TMG and Mr. Peterson disclaim beneficial ownership of the Common Stock TMG is the general partner of MCF. Mr. Peterson is the managing member of TMG.
(b)	Address or principal business office or, if none, residence: 1601 Dodge Street, Suite 3300, Omaha, NE 68102
(c)	Citizenship: MCF is a Delaware limited partnership. TMG is a Nebraska limited liability company and registered investment adviser. Mr. Peterson is a U.S. citizen.
(d)	Title of class of securities: Common Stock 1/3 of $.01 par value
(e)	CUSIP No.: 746228303
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Mr. Peterson may be deemed the beneficial owner of 1,795,421 shares of Common Stock held for the account of MCF. Mr. Peterson also is the owner of 6,000 shares of Common Stock personally. TMG may be deemed the beneficial owner of 1,795,421 shares of Common Stock held for the account of MCF. MCF may be deemed the beneficial owner of 1,795,421 shares of Common Stock that it holds. (i) 1,795,421 (ii) 1,795,421 (iii) 1,801,421
(b)	Percent of class: (i) 7.5% (ii) 7.5% (iii) 7.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) 1,795,421 (ii) 1,795,421 (iii) 1,801,421
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) 1,795,421 (ii) 1,795,421 (iii) 1,801,421
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Magnolia Capital Fund, LP

Signature:	/s/ Adam K. Peterson
Name/Title:	Adam K. Peterson, Manager
Date:	08/14/2026

The Magnolia Group, LLC

Signature:	/s/ Adam K. Peterson
Name/Title:	Adam K. Peterson, Manager
Date:	08/14/2026

Adam K. Peterson

Signature:	/s/ Adam K. Peterson
Name/Title:	Adam K. Peterson
Date:	08/14/2026

Exhibit Information

Joint Filing Agreement, dated as of August 14, 2026, by and between Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson.