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BCS

Current Report · Items 1.01, 2.03, 8.01, 9.01 · 8-K

PureCycle Technologies, Inc.

PCTNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events

Item 1.01. Entry into a Material Definitive Agreement. Amendment to Revolving Credit Agreement PureCycle Technologies, Inc. (the “Company”) is party to that certain Credit Agreement (as amended, the “Revolving Credit Agreement”) dated as of March 15, 2023, with PureCycle Technologies Holdings Corp., PureCycle Technologies, LLC, PureCycle Augusta, LLC and PureCycle (Thailand) Company Limited (colle…

Filed Jun 11, 2026Accepted Jun 10, 2026, 9:27 PM EDTCIK 1830033Accession 0001193125-26-266413
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Company context

PureCycle Technologies LLC, a subsidiary of PureCycle Technologies, Inc., holds a global license for the only patented dissolution recycling technology, developed by The Procter & Gamble Company (P&G), that is designed to transform polypropylene plastic waste (designated as #5 plastic) into a continuously renewable resource. The unique purification process removes color, odor, and other impurities from #5 plastic waste resulting in our PureFive® resin that can be recycled and reused multiple times, changing our relationship with plastic. www.purecycle.com

Current securities

Recent company filings

  1. 10-Q filingNov 4, 2026
  2. Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureNov 4, 2026
  3. 4 filingSep 25, 2026
  4. 4 filingSep 8, 2026
  5. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementAug 31, 2026

Registered securities in this filing

PureCycle Technologies, Inc. · 8-K · Filed 2026-06-11

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.001 per share

Symbol
PCT
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-06-10_to_2026-06-10_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share

Symbol
PCTTW
Exchange
NASDAQ
Classification
WARRANT
Status
Current
Filing context

Context: duration_2026-06-10_to_2026-06-10_us-gaap-StatementClassOfStockAxis_pcttu-WarrantsEachExercisableForOneShareOfCommonStock0.001ParValuePerShareAtAnExercisePriceOf11.50PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant

Symbol
PCTTU
Exchange
NASDAQ
Classification
UNIT
Status
Current
Filing context

Context: duration_2026-06-10_to_2026-06-10_us-gaap-StatementClassOfStockAxis_pcttu-UnitsEachConsistingOfOneShareOfCommonStock0.001ParValuePerShareAndThreeQuartersOfOneWarrantMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526266413 · 3 registered-security cover members

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Disclosure sections

Items 1.01, 2.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. Amendment to Revolving Credit Agreement PureCycle Technologies, Inc. (the “Company”) is party to that certain Credit Agreement (as amended, the “Revolving Credit Agreement”) dated as of March 15, 2023, with PureCycle Technologies Holdings Corp., PureCycle Technologies, LLC, PureCycle Augusta, LLC and PureCycle (Thailand) Company Limited (collectively, the “Guarantors”), Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, the “Lenders”), and Kroll Trustee Services (HK) Limited (the “Administrative Agent” and “Security Agent”), providing the Company with a revolving credit facility pursuant to which the Company can borrow up to $200 million (the “Revolving Credit Facility”). On June 10, 2026, the Company, the Guarantors, the Administrative Agent, the Security Agent and the Lenders executed a Limited Consent and Eleventh Amendment to Credit Agreement (“Eleventh Amendment to Credit Agreement”), which amends the Revolving Credit Agreement to, among other things, (i) permit the Offerings (as defined below) and (ii) remove as secured obligations certain obligations in respect of the Company’s Series A Preferred Stock, par value $0.001 per share, Series C Warrants and Pre-Funded Warrants, in each case, owed by Sylebra Capital Management and/or its affiliates. The Lenders and their affiliates are greater than 5% beneficial owners of the Company. The foregoing description of the Eleventh Amendment to Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. On June 10, 2026, the Company issued a press release announcing the Company’s intention to offer, subject to market conditions and other factors, $250.0 million aggregate principal amount of its convertible senior notes due 2032 and $145.0 million of shares of its common stock, par value $0.001 per share, in concurrent underwritten public offerings (together, the “Offerings”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In connection with the Offerings and related transactions described herein, the Company is filing certain updated risk factors disclosures applicable to its business for the purpose of updating disclosures contained in the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026. The updated risk factors are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Filed exhibits (2)
EX-99.1 (by filename) d120498dex991.htm

EX-99.1 3 d120498dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 PureCycle Announces Proposed Concurrent Public Offerings of Convertible Senior Notes and Common Stock ORLANDO, Fla. - June 10, 2026 - PureCycle Technologies, Inc. (“PureCycle” or “we,” “our” or “us”) (Nasdaq: PCT) today announced that it has commenced underwritten public offerings of $250.0 million aggregate principal amount of its convertible senior notes due 2032 (the “notes” and such offering, the “Notes Offering”) and, concurrently, $145.0 million of shares of its common stock, par value $0.001 per share (the “common stock”; such offering, the “Common Stock Offering” and, together with the Notes Offering, the “Offerings”). In addition, PureCycle intends to grant (i) the underwriters in the Notes Offering a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of notes, solely to cover over-allotments, and (ii) the underwriters in the Common Stock Offering a 30-day option to purchase up to an additional $18.75 million of shares of common stock. The notes will be general unsecured obligations of PureCycle and will accrue interest payable semiannually in arrears. The interest rate, c…

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EX-99.2 (by filename) d120498dex992.htm

EX-99.2 4 d120498dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Risk Factors You should carefully review this section in addition to the other information appearing in the Annual Report on Form 10-K, including the consolidated financial statements and related notes, of PureCycle Technologies, Inc. (“PCT” or the “Company”) for important information regarding risks and uncertainties that affect the Company. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties that the Company is unaware of, or that are not currently believed to be material, may also become important factors that adversely affect the Company’s business. If any of the following risks actually occur, the Company’s business, financial condition, results of operations, and future prospects could be materially and adversely affected. Risks Related to PCT’s Status as a Low-Revenue Early Commercial-Stage Company PCT is a low-revenue early commercial-stage company that has incurred operating losses since inception, and expects to continue to incur operating losses and PCT may never achieve or sustain operating profitability, which depends on the successful c…

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