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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2026

 

 

img85042086_0.jpg

PureCycle Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-40234

86-2293091

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

20 North Orange Avenue, Suite 106

 

Orlando, Florida

 

32801

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 877 648-3565

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

PCT

 

The Nasdaq Stock Market LLC

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

 

PCTTW

 

The Nasdaq Stock Market LLC

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

 

PCTTU

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 


Item 1.01. Entry into a Material Definitive Agreement.

Amendment to PCT Public and Private Warrants

On February 25, 2026, PureCycle Technologies, Inc. (the “Company”) entered into a supplemental agreement (the “PCT Warrants Supplemental Warrant Agreement”) to that certain Warrant Agreement (the “Original PCT Warrant Agreement”), dated as of May 4, 2020, by and between Roth CH Acquisition I Co. (now known as PureCycle Technologies Holding Corp., a wholly owned direct subsidiary of the Company) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), which relates to the outstanding public and private warrants to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with an exercise price of $11.50 per share and which had an original expiration date of March 17, 2026 (the “PCT Warrants”), unless a date was fixed for the redemption of the PCT Warrants, if earlier. Pursuant to the terms of the Original PCT Warrant Agreement, and upon the approval of the Company’s board of directors (the “Board”), the Company entered into the PCT Warrants Supplemental Warrant Agreement in order to extend the expiration date of the PCT Warrants to the earlier of (a) 5:00 p.m. (New York City time) on June 17, 2026, or (b) the date fixed for the redemption of the PCT Warrants. Such amendments will be effective as of March 17, 2026.

Amendments to PCT Series A Warrants

In connection with the amendment of the PCT Warrants, the Board also approved certain amendments to the terms of the Company’s outstanding Series A warrants to purchase Common Stock with an exercise price of $11.50 per share and which had an original expiration date of March 17, 2026 (the “Series A Warrants”), subject to the consent of a requisite number of holders under the terms of the Series A Warrants and conditioned upon the Company’s entry into a supplemental agreement with the Warrant Agent, as warrant agent for the Series A Warrants. On February 20, 2026, the Company received the written consent of the holders of a requisite number of Series A Warrants to extend the expiration date of the Series A Warrants to the earlier of (a) 5:00 p.m. (New York City time) on March 17, 2027, or (b) the date fixed for the redemption of the Series A Warrants. Additionally, pursuant to the terms of the Series A Warrants, the Company and the consenting Series A Warrant holders agreed to amend the terms of the Series A Warrants held by such consenting Series A Warrant holders, which constitutes all of the Series A Warrants, to reduce the trading price required for the Company to redeem such Series A Warrants, subject to the other terms and conditions contained in the Series A Warrants, from $18.00 to $14.38 per share of the Company’s Common Stock for any 20 trading days in a 30 trading day period. On February 25, 2026, the Company and the Warrant Agent entered into a supplemental agreement to that certain Warrant Agency Agreement, dated as of September 2, 2022 (the “Series A Supplemental Warrant Agreement”), between the Company and the Warrant Agent, in order to memorialize the foregoing amendments, which will be effective as of March 17, 2026.

The foregoing descriptions of the PCT Warrants Supplemental Warrant Agreement and the Series A Supplemental Warrant Agreement are qualified in their entirety by reference to such agreements, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On February 26, 2026, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the fiscal year ended December 31, 2025, and certain other information.

The information contained in Item 7.01 concerning the presentation to Company’s investors is hereby incorporated into this Item 2.02 by reference.

Item 3.03 Material Modifications to Rights of Security Holders.

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 1, 2026, the Company will appoint Donald Carpenter, 44, as the Company’s Chief Financial Officer (“CFO”). Mr. Carpenter currently serves as the Company’s Senior Vice President-Finance.

Mr. Carpenter has served as the Company’s Senior Vice President-Finance since January 2026 and Vice President-Finance, from April 2022 through December 2025. Mr. Carpenter previously served as Director, Finance Strategy & Director, Global Treasury at LyondellBasell Industries N.V., a multinational chemical company, from 2012 until April 2022. Mr. Carpenter has a Masters in Business Administration and a Bachelors Degree in Accounting and Management Information Systems, both from Sam Houston State University.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Carpenter and any of the Company’s executive officers or directors or persons nominated or chosen to become directors or executive officers. There is no arrangement or understanding between Mr. Carpenter and any other person pursuant to which Mr. Carpenter was selected as CFO. Mr. Carpenter has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Carpenter will receive an annual base salary of $400,000, will be eligible to participate in the Company’s 2026 short-term annual incentive plan (“STI”), with a target payment of seventy percent (70%) of his base salary, and will participate in the long-term incentive plan, with a grant date value equal to one hundred percent (100%) of his base salary beginning in 2027. Mr. Carpenter’s 2026 STI award


will not be pro-rated based on his salary and STI target in effect prior to March 1, 2026. Mr. Carpenter will be eligible to participate in the Company’s Executive Officer Severance Plan.

Mr. Carpenter will replace Jaime Vasquez, who had served as the Company’s CFO since February 19, 2024. Mr. Vasquez is retiring from the Company and the effective date of his retirement is March 1, 2026.

Item 7.01 Regulation FD Disclosure.

The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain investors of the Company on February 26, 2026 and may be used by the Company in various other presentations to investors.

Item 8.01 Other Events.

Consent Solicitation

The Company intends to file a preliminary consent solicitation statement on Schedule 14A (the “Preliminary Consent Solicitation Statement”) with the Securities and Exchange Commission (the “SEC”) to obtain the written consent of holders of at least 51% of the PCT Warrants (the “Consent”) to approve an amendment (the “Amendment”) to the Original PCT Warrant Agreement (as amended by the PCT Warrants Supplemental Warrant Agreement, the “Amended PCT Warrant Agreement”).

Under the Amended PCT Warrant Agreement, the PCT Warrants will expire on the earlier of (a) 5:00 p.m. (New York City Time) on June 17, 2026, or (b) the date fixed for the redemption of the PCT Warrants (the “PCT Warrant Expiration Date”). Additionally, the Amended PCT Warrant Agreement provides for the redemption of the PCT Warrants at the Company’s option any time prior to their expiration at the price of $0.01 per PCT Warrant, provided that the last sales price of the shares of Common Stock has been equal to or greater than $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger Price”) for any 20 trading days within a 30 trading day period. The Amendment, if approved and executed, will reduce the Redemption Trigger Price from $18.00 per share to $14.38 per share. Furthermore, if the Amendment is approved, the Board will take the actions necessary to extend the PCT Warrant Expiration Date to the earlier of (a) 5:00 p.m. (New York City time) on March 17, 2027, or (b) the date fixed for the redemption of the PCT Warrants.

The Company expects to file the Preliminary Consent Solicitation Statement with the SEC on or about March 16, 2026.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Set forth below is a list of Exhibits included as part of this Current Report.

 

Exhibit Number

Description of Exhibit

4.1

PCT Warrants Supplemental Warrant Agreement, dated as of February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company

4.2

Series A Supplemental Warrant Agreement, dated as of February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company (containing an updated form of Series A Warrant)

10.1

Retirement Agreement by and between PureCycle Technologies, Inc., and Jaime Vasquez, dated February 23, 2026

99.1

Press Release by PureCycle Technologies, Inc., dated February 26, 2026

99.2

PureCycle Technologies, Inc. Presentation to Investors

104

The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

 

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including statements about the continued execution of the Company’s business plan and planned future updates. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified and discussed in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are expressly qualified in their entirety by these


risk factors. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Important Information and Where to Find It

In connection with the proposed Amendment, the Company intends to file with the SEC the Preliminary Consent Solicitation Statement and mail a definitive consent solicitation statement on Schedule 14A and other relevant documentation to the holders of the PCT Warrants. This Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed Amendment and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Amendment. Holders of PCT Warrants and other interested persons are advised to read, when available, the Preliminary Consent Solicitation Statement and any amendments thereto, and the definitive consent solicitation statement on Schedule 14A in connection with the solicitation of consents to approve the Amendment because these materials will contain important information about the Company and the proposed Amendment. The definitive consent solicitation statements will be mailed to holders of PCT Warrants as of a record date to be established by the Company’s board. Holders of PCT Warrants will also be able to obtain a copy of the Preliminary Consent Solicitation Statement and the definitive consent solicitation statement once they are available, without charge, at the SEC’s website at http://sec.gov or by sending a written request to PureCycle Technologies, Inc., 20 North Orange Avenue, Suite 106, Orlando, Florida 32801, Attention: Corporate Secretary.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2026 Annual Meeting. The participants in the solicitation of proxies in connection with the 2026 Annual Meeting are currently anticipated to be the Company, Dustin Olson, Brad Kalter, Jaime Vasquez, Donald Carpenter, Steven Bouck, Tanya Burnell, Daniel Coombs, Daniel Gibson, Allen Jacoby, Dr. Siri Jirapongphan, Valerie Mars and Fernando Musa.

Certain information about the compensation of the Company’s named executive officers and non-employee directors and their holdings’ of the Company’s Common Stock is set forth in the sections entitled “Director Compensation,” “2024 Director Compensation” and “Stock Ownership of Major Stockholders, Executive Officers and Directors,” respectively, in the Company’s definitive proxy statement, dated March 28, 2025, for its 2025 annual meeting of shareholders as filed with the SEC on Schedule 14A, available here, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on the date hereof, available on the SEC's website at www.SEC.gov. Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”) and Statements of Change in Ownership on Form 4 (“Form 4”) filed with the SEC, including: the Form 3s filed on November 6, 2025 for Dr. Jirapongphan (available here) and January 26, 2026 for Ms. Mars (available here), and the Form 4s filed on May 22, 2025, June 17, 2025, July 9, 2025, August 6, 2025, February 19, 2026 and February 23, 2026 for Mr. Olson (available here, here, here, here, here and here), July 9, 2025, August 15, 2025, September 24, 2025, February 19, 2026 and February 23, 2026 for Mr. Kalter (available here, here, here, here and here), February 23, 2026 for Mr. Vasquez (available here), May 9, 2025 for Mr. Bouck (available here), May 9, 2025 for Ms. Burnell (available here), May 9, 2025 for Mr. Coombs (available here), May 12, 2025 and June 23, 2025 for Mr. Gibson (available here and here), May 9, 2025 for Mr. Jacoby (available here), November 6, 2025 for Dr. Jirapongphan (available here), January 26, 2026 for Ms. Mars (available here), and May 9, 2025 and December 23, 2025 for Mr. Musa (available here and here).

Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2026 Annual Meeting and other relevant materials will be filed with the SEC when they become available.

 

Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

PureCycle Technologies, Inc.

 

 

 

 

Date:

February 26, 2026

By:

/s/ Brad Kalter

 

 

 

Brad Kalter, General Counsel, Chief Compliance Officer and Corporate Secretary

 


EXHIBIT 4.1

SUPPLEMENTAL WARRANT AGREEMENT

This Supplemental Warrant Agreement dated as of February 25, 2026 (the “Supplemental Warrant Agreement”), is executed by PureCycle Technologies, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, an affiliate of the Company (f/k/a Roth CH Acquisition I Co. and now known as PureCycle Technologies Holdings Corp., a wholly owned direct subsidiary of the Company) and the Warrant Agent are parties to that certain Warrant Agreement dated as of May 4, 2020 (the “Warrant Agreement”);

WHEREAS, the expiration date (the “Expiration Date”) of the Warrants is the earlier of (i) five years from the date of the completion of an initial Business Combination (which was consummated on March 17, 2021), or (ii) the date fixed for redemption of the Warrants;

WHEREAS, in accordance with the terms of the Warrant Agreement, the Board of Directors of the Company has authorized an amendment to the Warrants to extend the Expiration Date; and

WHEREAS, the parties desire to amend the Warrant Agreement upon the terms and conditions herein provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms use herein and not otherwise defined herein shall have the meanings ascribed to them in the Warrant Agreement.

2. Amendment to Warrant Agreement.

Effective March 17, 2026, Section 3.2 of the Warrant Agreement is hereby amended and restated in its entirety as follows:

“3.2. Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i) the completion of the Company’s initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) and (ii) 12 months following the effective date of the Registration Statement, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) June 17, 2026, and (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice of not less than 10 days to Registered


 

Holders and the Warrant Agent of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants.”

3. Amendment. All references in the Warrant Agreement (and in the other agreements, documents and instruments entered into in connection therewith) to the “Warrant Agreement” shall be deemed for all purposes to refer to the Warrant Agreement, as amended by this Supplemental Warrant Agreement.

4. Remaining Provisions of Warrant Agreement. Except as expressly provided herein, the provisions of the Warrant Agreement shall remain in full force and effect in accordance with their terms and shall be unaffected by this Supplemental Warrant Agreement.

5. Counterparts. This Supplemental Warrant Agreement may be executed in counterparts, each of which when executed shall be deemed an original and both of which when executed shall be deemed one and the same instrument.

6. Headings. The headings to this Supplemental Warrant Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

7. Governing Law. This Supplemental Warrant Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction.

[Signature page follows.]


 

 

IN WITNESS WHEREOF, this Supplemental Warrant Agreement has been duly executed and delivered by the authorized officers of each of the undersigned as of the date first above written.

 

 

 

PURECYCLE TECHNOLOGIES, INC.

 

By: /s/ Brad S. Kalter

Name: Brad S. Kalter

Its: General Counsel, Chief Compliance Officer and Secretary

 

 

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

By: /s/ Henry Farrell

Name: Henry Farrell

Its: Vice President

 


EXHIBIT 4.2

SUPPLEMENTAL AGREEMENT TO WARRANT AGENT AGREEMENT

This Supplemental Agreement dated as of February 25, 2026 (the “Supplemental Agreement”), is executed by PureCycle Technologies, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agent Agreement dated as of September 2, 2022 (the “Warrant Agent Agreement”), relating to the Company’s outstanding Series A warrants (the “Series A Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $11.50 per share;

WHEREAS, the Form of Series A Warrant (the “Form of Series A Warrant”) is affixed to the Warrant Agent Agreement as Exhibit A, and the provisions of the Form of Series A Warrant are incorporated therein pursuant to Section 2.1 of the Warrant Agent Agreement;

WHEREAS, the termination date (the “Termination Date”) of the Series A Warrants is the earlier of (i) 5:00 p.m. (New York City time) on March 17, 2026, or (ii) the date fixed for redemption of the Series A Warrants;

WHEREAS, upon the terms and conditions contained in the Series A Warrants, all (and not less than all) of the Series A Warrants are redeemable, in whole but not in part, at the Company’s option any time prior to their expiration at the price of $0.01 per Series A Warrant, provided that the last sales price of the shares of Common Stock has been equal to or greater than $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Series A Redemption Trigger Price”) for any 20 trading days within a 30 trading day period commencing after the Series A Warrants became exercisable and ending on the third business day prior to the date on which notice of redemption is given;

WHEREAS, the Board of Directors of the Company has authorized amendments to the Series A Warrants to (i) extend the Termination Date for all Series A Warrants to the earlier of (i) 5:00 p.m. (New York City time) on March 17, 2027, or (ii) the date fixed for redemption of the Series A Warrants (the “Termination Date Amendment”), subject to the receipt of the written consent of the holders of a majority of the outstanding Series A Warrants (the “Termination Date Consent”);

WHEREAS, the Board of Directors of the Company has also authorized amendments to the Series A Warrants to reduce the Series A Redemption Trigger Price from $18.00 to $14.38 per share (the “Redemption Trigger Price Amendment”), subject to the written consent of the holder of each Series A Warrant, with such amendment to be effective and applicable only to the Series A Warrants held by such holders who provide an executed written consent, as required by Section 6(l) of the Series A Warrants;

WHEREAS, pursuant to Section 6(l) of the Series A Warrants, the Company has received the Termination Date Consent;


 

WHEREAS, pursuant to Section 6(l) of the Series A Warrants, the Company has received the consent of the holders of Series A Warrants listed in Schedule I attached hereto with respect to the Redemption Trigger Price Amendment; and

WHEREAS, the Company and the Warrant Agent desire to amend and restate certain provisions of the Form of Series A Warrant as set forth in this Supplemental Agreement in order to reflect the Termination Date Amendment and the Redemption Trigger Price Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms use herein and not otherwise defined herein shall have the meanings ascribed to them in the Form of Series A Warrant.

2. Amendment to Form of Series A Warrant.

(a) Effective March 17, 2026, the first paragraph of the Form of Series A Warrant affixed to the Warrant Agent Agreement is hereby amended and restated in its entirety as follows with respect to all outstanding Series A Warrants:

“THIS SERIES A WARRANT (this “Series A Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 17, 2022 (the “Initial Exercise Date”) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on March 17, 2027 and (ii) the date fixed for redemption of the Subscription Warrants (defined below) as provided in Section 4 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PureCycle Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Series A Warrant shall be equal to the Exercise Price, as defined in Section 2(b).”

(b) Effective March 17, 2026, Section 4(a) of the Form of Series A Warrant affixed to the Warrant Agent Agreement is hereby amended and restated in its entirety as follows, with respect to all outstanding Series A Warrants:

“(a) Redemption. Subject to Section 4(d), all (and not less than all) of the outstanding Subscription Warrants may be redeemed, in whole and not in part, at the option of the Company, at any time after the Subscription Warrants become exercisable, and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6(b), at the price of $0.01 per Subscription Warrant (“Redemption Price”); provided that the last sales price of the shares of Common Stock has been equal to or greater than $14.38 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any twenty (20) Trading Days within a thirty (30) Trading Day period commencing after the Subscription Warrants become exercisable and ending on the third business day prior to the date on which notice of redemption is given and provided further that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Subscription Warrants for each day in the 30-Trading Day period and continuing each day thereafter until the Redemption Date (defined below).”


 

3. Amendment. All references in the Warrant Agent Agreement (and in the other agreements, documents and instruments entered into in connection therewith) to the “Agreement” shall be deemed for all purposes to refer to the Warrant Agent Agreement, as amended by this Supplemental Agreement.

4. Remaining Provisions of Warrant Agent Agreement. Except as expressly provided herein, the provisions of the Warrant Agent Agreement shall remain in full force and effect in accordance with their terms and shall be unaffected by this Supplemental Agreement.

5. Counterparts. This Supplemental Agreement may be executed in counterparts, each of which when executed shall be deemed an original and both of which when executed shall be deemed one and the same instrument.

6. Headings. The headings to this Supplemental Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

7. Governing Law. This Supplemental Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction.

[Signature page to follow.]


 

 

IN WITNESS WHEREOF, this Supplemental Agreement has been duly executed and delivered by the authorized officers of each of the undersigned as of the date first above written.

 

 

 

PURECYCLE TECHNOLOGIES, INC.

 

By: /s/ Brad S. Kalter

Name: Brad S. Kalter

Its: General Counsel, Chief Compliance Officer and Secretary

 

 

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

By: /s/ Henry Farrell

Name: Henry Farrell

Its: Vice President

 


EXHIBIT 10.1

 

RETIREMENTAGREEMENT

This Retirement Agreement (this “Retirement Agreement”) between PureCycle Technologies, Inc. (the “Company”) and Jaime Vasquez (“you” and similar words) sets forth certain terms of your Retirement from the Company, in order for you to receive certain separation from service payments and benefits, as set forth in detail below.

By signing this Retirement Agreement, you and the Company agree as follows:

1.
Status of Employment

You understand that you are no longer Chief Financial Officer of the Company effective as of March 1, 2026 (the “Retirement Date”). You further agree that your cessation of employment on the Retirement Date shall be treated as set forth in Paragraph 3 of this Retirement Agreement. You also agree that, as of the Retirement Date, you will terminate from all other positions you hold (if any) as an officer, employee or director of the Company and the Company’s subsidiaries and affiliates, and that you will promptly execute any documents and take any actions as may be necessary or reasonably requested by the Company to effectuate or memorialize your termination from all positions with the Company and its subsidiaries and affiliates.

2.
Severance Benefits

In consideration for your (a) accepting and signing this Retirement Agreement within 21 (twenty-one) days of receiving it and not revoking your acceptance within 7 (seven) days thereafter, (b) agreeing to provide up to two (2) hours per week, as needed and subject to reasonable notice to You, for a period of ninety (90) days following the Retirement Date to assist with the incoming CFO’s transition and with any transitional investor and analyst calls, (c) agreeing for a period of twenty-four (24) months following the Retirement Date not to participating in any paid or unpaid interviews or other contribution to third parties seeking information on the Company or its technology, including market research providers (d) accepting and signing a general waiver and release of claims, substantially in the form attached hereto as Exhibit A (the “Release”), within 21 (twenty-one) days and not revoking your acceptance within 7 (seven) thereafter, and (e) full, ongoing compliance with your commitments set forth in the Retirement Agreement and the Release, you will receive the payments and benefits as specified on Exhibit B attached hereto, all subject to applicable tax withholding (the “Severance Benefits”). The Severance Benefits will be in full satisfaction of any amounts due between the Company and you, the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the “Equity Plan”), and other compensation arrangements of the Company. You acknowledge and agree that neither your cessation of service as Chief Financial Officer on the Retirement Date shall constitute a resignation for “Good Reason” or a termination of employment by the Company without “Cause” for purposes of the PureCycle Technologies, Inc. Executive Severance Plan by and between you and the Company, dated February 20, 2024, the Equity Plan, the 2025 Short Term Incentive Plan, or any other severance or benefits plan operated by the Company. You further acknowledge and agree that certain portions of the Severance Benefits do not constitute benefits to which you would otherwise be entitled as a result of your cessation of employment with the Company, that such portions of the Severance Benefits would not be due unless you sign the Release, and that such portions of the Severance Benefits constitute fair and adequate consideration for your promises and covenants set forth in this Retirement Agreement and the Release.

 


 

3.
Restrictive Covenants

By signing this Retirement Agreement, you reaffirm that you will continue to abide by the covenants set forth in the Restrictive Covenants Agreement, dated as of February 20, 2024, between the Company and you, as well as the restrictive covenants contained in each of your equity awards issued under the Equity Plan (the “Restrictive Covenants Agreements”), which expressly survive the termination of your employment.

Notwithstanding anything in this Retirement Agreement to the contrary, nothing in this Retirement Agreement prevents you from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity you are not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

No Company policy or individual agreement between the Company and you shall prevent you from providing information to government authorities regarding possible legal violations, participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, engaging in any future activities protected under the whistleblower statutes administered by any government agency (e.g., EEOC, NLRB, SEC, etc.) or receiving a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege. By executing this Retirement Agreement you represent that, as of the date you sign this Retirement Agreement, no claims, lawsuits, or charges have been filed by you or on your behalf against the Company or any of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective past, present or future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors or representatives. You acknowledge and agree that you have in a timely manner received or waived all applicable notices (if any) required under the Employment Agreement or the Severance Plan in connection with the cessation of your employment with the Company. The Company agrees that this Retirement Agreement does not extend to, release or modify any rights to indemnification or advancement of expenses to which you are entitled from the Company or its insurers under the Company’s certificate of incorporation, by-laws, or other corporate governing law or instruments or your indemnification agreement with the Company.

4.
Limitations

Nothing in this Retirement Agreement shall be binding upon the parties to the extent it is void or unenforceable for any reason, including, without limitation, as a result of any law regulating competition or proscribing unlawful business practices; provided, however, that to the extent that any provision in this Retirement Agreement could be modified to render it enforceable under applicable law, it shall be deemed so modified and then enforced to the fullest extent allowed by law.

5.
No Re-Employment

You understand that your employment with the Company ceases on the Retirement Date. You agree that you will not seek or accept employment with the Company, including assignment to or

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on behalf of the Company as an independent contractor or through any third party, and the Company has no obligation to consider you for any future employment or assignment.

6.
Review of Retirement Agreement

This Retirement Agreement is important. You are advised to review it carefully and consult an attorney before signing it, as well as any other professional whose advice you value, such as an accountant or financial advisor. If you agree to the terms of this Retirement Agreement, sign in the space below where your agreement is indicated. The payments and benefits specified in this Retirement Agreement are contingent on your (a) timely signing this Retirement Agreement and (b) within seven (7) days of signing either or both documents, signing the Release and not revoking the Release timely.

7.
Return of Property

You affirm that you will have returned within a reasonable time after the Retirement Date, to the Company in reasonable working order all Company Property, as described more fully below. “Company Property” includes company-owned or leased motor vehicles, equipment, computers, supplies and documents. Such documents may include but are not limited to customer lists, financial statements, business plans, cost data, price lists, invoices, forms, passwords, electronic files and media, mailing lists, contracts, reports, manuals, personnel files, correspondence, business cards, drawings, employee lists or directories, lists of vendors, photographs, maps, surveys, and the like, including copies, notes or compilations made there from, whether such documents are embodied on “hard copies” or contained on computer disk or any other medium. You further agree that you will not retain any copies or duplicates of any such Company Property.

8.
Future Cooperation

You agree that you shall, without any additional compensation, respond to reasonable requests for information from the Company regarding matters that may arise in the Company’s business. You further agree to fully and completely cooperate with the Company, its advisors and its legal counsel with respect to any litigation that is pending against the Company and any claim or action that may be filed against the Company in the future. Such cooperation shall include making yourself available at reasonable times and places for interviews, reviewing documents, testifying in a deposition or a legal or administrative or arbitration proceeding, and providing advice to the Company in preparing defenses to any pending or potential future claims against the Company. The Company agrees to (or to cause one of its affiliates to) pay/reimburse you for any approved travel expenses reasonably incurred as a result of your cooperation with the Company, with any such payments/reimbursements to be made in accordance with the Company's expense reimbursement policy in effect at the time.

9.
Non-Disparagement

You agree that you will not make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning the Company, its affiliates, or any and all past, present, or future related persons or entities, including but not limited to the Company’s and its affiliates’ directors, managers, employees, shareholders, agents, attorneys, successors and assigns.

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This Paragraph does not apply to truthful testimony or disclosure compelled or required by applicable law or legal process.

10.
Tax Matters

By signing this Retirement Agreement, you acknowledge that you will be solely responsible for any taxes which may be imposed on you as a result of the Severance Benefits. All amounts payable to you under this Retirement Agreement will be subject to applicable tax withholding by the Company, and the Company has made no representations or guarantees regarding the tax consequences for you with respect to any income recognized by you in connection with this Retirement Agreement or the Severance Benefits.

11.
Other Acknowledgements

You and the Company also acknowledge and agree that, except for any restricted stock unit award, non-qualified stock option award and performance restricted stock unit awards specifically included in Exhibit B, any outstanding awards under the Equity Plan as of the Retirement Date will be forfeited.

Failure by either party to enforce any term or condition of this Retirement Agreement at any time shall not preclude that party from enforcing that provision, or any other provision, at a later time.

12.
Nature of Agreement

By signing this Retirement Agreement, you acknowledge that you are doing so freely, knowingly and voluntarily. You acknowledge that in signing this Retirement Agreement you have relied only on the promises written in this Retirement Agreement and on no other promise made by the Company or its affiliates. This Retirement Agreement is not, and will not be considered, an admission of liability or of a violation of any applicable contract, law, rule, regulation, or order of any kind. This Retirement Agreement and the Release contain the entire agreement between the Company, its affiliates and you regarding your departure from the Company, except that all post-employment covenants contained in the Restrictive Covenants Agreements remain in full force and effect. The Severance Benefits are in full satisfaction of any benefits under the Employment Agreement, the Severance Plan, the Equity Plan, and any other compensation arrangements between you and the Company or its affiliates. This Retirement Agreement may not be altered, modified, waived or amended except by a written document signed by a duly authorized representative of the Company and you. Except as otherwise explicitly provided, this Retirement Agreement will be interpreted and enforced in accordance with the laws of the state of Florida, and the parties hereto, including their successors and assigns, consent to the jurisdiction of the state and federal courts of Orange County, Florida. The headings in this document are for reference only, and shall not in any way affect the meaning or interpretation of this Retirement Agreement.

 

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, you and the Company have executed this Retirement Agreement as of the dates set forth below.

 

JAIME VASQUEZ

/s/ Jaime Vazquez

 

Date: February 19, 2026

 

PURECYCLE TECHNOLOGIES, INC.

 

By: /s/ Dustin Olson

Name: Dustin Olson

Title: Chief Executive Officer

 

Date: February 23, 2026

 

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Exhibit A

Release

This Release is between PureCycle Technologies, Inc. (the “Company”) and Jaime Vasquez (“you” and similar words), in consideration of the benefits provided to you and to be received by you from the Company as described in the Retirement Agreement between the Company and you dated as of the applicable date referenced therein (the “Retirement Agreement”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Retirement Agreement.

By signing this Release, you and the Company hereby agree as follows:

1.
Waiver and Release

You, on behalf of yourself and anyone claiming through you, including each and all of your legal representatives, administrators, executors, heirs, successors and assigns (collectively, the “Releasors”), hereby fully, finally and forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions and other affiliates, and each of the foregoing’s respective past, present and future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors and representatives (collectively, the “Company Released Parties”), of, from and for any and all claims, causes of action, lawsuits, controversies, liabilities, losses, damages, costs, expenses and demands of any nature whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, foreseen or unforeseen, whether brought individually, as a member or representative of a class, or derivatively on behalf of the Company or shareholders of the Company, that the Releasors (or any of them) now have, have ever had, or may have against the Company Released Parties (or any of them) based upon, arising out of, concerning, relating to or resulting from any act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which you sign this Release, including, without limitation: (a) all claims arising out of or in any way relating to your employment with or Retirement from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys’ fees, expenses or otherwise) that were or could have been asserted by you or on your behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act (the “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”); Title VII of the Civil Rights Act of 1964; 42 U.S.C. §§ 1981 & 1981a; the Americans with Disabilities Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Lilly Ledbetter Fair Pay Act of 2009; the Family and Medical Leave Act; Sarbanes-Oxley Act of 2002; the Rehabilitation Act of 1973; the Uniformed Services Employment and Reemployment Rights Act; Federal Executive Order 11246; the Genetic Information Nondiscrimination Act; Florida Civil Human Rights Act, Fla. Stat. Ann. §§ 760.01 et seq.; The Florida AIDS Act, Fla. Stat. Ann. §§ 760.50 et seq.; Florida Wage Discrimination Law, Fla. Stat. Ann. § 725.07; Florida Equal Pay Law, Fla. Stat. Ann. § 448.07; Florida Whistleblower Protection Law, Fla. Stat. Ann. § 448.102; Florida Wage Payment Laws, Fla. Stat. Ann. §§ 222.15, 532.01 et seq.; Military Leave

 


 

Non-Discrimination Law, Fla. Stat. Ann. §§ 250.482, 250.82; Florida Minimum Wage Law, Fla. Stat. Ann. §§ 448.109 to 448.110; Florida Wage Payment Law, Fla. Stat. Ann. §§ 532.01 et seq.; Florida Workers Compensation retaliation provision, Fla. Stat. Ann. § 440.205; Florida Domestic Violence Leave law Fla. Stat. Ann. § 741.313; and Florida Law on Wages/Hours/Payroll, Fla. Stat. Ann. §§ 443.071, 443.171, F.A.C. § 60BB-2.032.

2.
Scope of Release

Nothing in this Release (a) shall release the Company from any of its obligations set forth in the Retirement Agreement or any claim that by law is non-waivable, (b) shall release the Company from any obligation to defend and/or indemnify you against any third party claims arising out of any action or inaction by you during the time of your employment and within the scope of your duties with the Company to the extent you have any such defense or indemnification right, and to the extent permitted by applicable law and to the extent the claims are covered by the Company’s director & officer liability insurance, (c) shall release your right to any benefits to which you are entitled under any retirement plan of the Company that is intended to be qualified under Section 401(a) of the Code, or (d) shall affect your right to file a claim for workers’ compensation or unemployment insurance benefits.

Nothing in this Release (or any other agreement incorporated by reference herein) shall be construed to prevent you from providing truthful testimony under oath in a judicial or administrative proceeding or to prohibit or interfere with your right to participate as a complainant or witness in any federal, state or local governmental agency investigation (including but not limited to any activities protected under the whistleblower provisions of any applicable laws or regulations), during which communications can be made without authorization by or notification to the Company. However, you are waiving and releasing, to the fullest extent legally permissible, all entitlement to any form of personal monetary recovery or relief (including but not limited to any costs, expenses, attorneys’ fees, or reinstatement of your employment) should any agency or commission pursue any claims on behalf of you or others. You understand that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Notwithstanding the foregoing, you will not give up your right to any monetary recovery under the Dodd-Frank Wall Street Reform and Consumer Protection Act and The Sarbanes-Oxley Act of 2002, or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934.

By executing this Release you represent that, as of the date you sign this Release, no claims, lawsuits, grievances, or charges have been filed by you or on your behalf against the Company Released Parties. You further represent that, as of the date of execution of this Release, you have no knowledge of any actions or inactions by the Company or any of the Company Released Parties, or by you with respect to your employment or relationship with the Company or any of the Company Released Parties, that you believe could possibly constitute a basis for a claimed violation of any federal, state, or local law, any common law, or any rule or regulation promulgated by an administrative body.

3.
Age Discrimination in Employment Act & Older Workers Benefit Protection Act Disclosures

In compliance with the requirements of the OWBPA, you acknowledge by your signature below that, with respect to the rights and claims under the ADEA that are waived and released by this

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Release, including claims relating to employment discrimination based upon age, your waiver of such rights and claims is knowing and voluntary. Further, you specifically acknowledge and agree as follows: (a) you have read and understand the terms of this Release; (b) you have been and are hereby advised, and have had the opportunity, to consult with an attorney before signing this Release (and that you are responsible for any costs or fees resulting from an attorney’s review of this Release); (c) the Release is written in a manner understood by you; (d) you are releasing the Company and the other Company Released Parties from, among other things, any claims that you may have against them pursuant to the ADEA; (e) the Release does not cover rights or claims that may arise after you sign this Release; (f) you will receive valuable consideration in exchange for the Release other than amounts you would otherwise be entitled to receive; (g) you have been given a period of at least 21 days in which to consider and execute this Release (although you may elect not to use the full consideration period at your option); (h) you may revoke the Release during the seven-day period following the date on which you sign this Release, and the Release will not become effective and enforceable until the seven-day revocation period has expired; and (i) any such revocation must be submitted in writing to the Company c/o Brad Kalter, General Counsel and Corporate Secretary, PureCycle Technologies, Inc., 5950 Hazeltine National Drive, Suite 650, Orlando, Florida 32822 prior to the expiration of such seven-day revocation period. If you revoke the Release within such seven-day revocation period, it shall be null and void. If you do not revoke this Release prior to the eighth (8) day after your signing, this Agreement shall become enforceable immediately at that time.

4.
Adequate Consideration and Other Benefits

You understand and agree that payment of certain of the benefits described in the Retirement Agreement are not required by law and are not required by the Company’s policies and procedures absent execution of this Release. You further understand and agree that the benefits described in the Retirement Agreement provide good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release. You further understand and agree that a portion of the consideration for this Release is your ongoing compliance with the terms of this Release and the confidentiality, non-disparagement, non-competition, and non-solicitation provisions in the Restrictive Covenants Agreements and the Retirement Agreement, over time.

All other benefits of your employment with the Company not described in the Retirement Agreement cease as of the Retirement Date. You acknowledge and agree that, other than: (i) the payments and benefits expressly set forth in the Retirement Agreement; and (ii) any benefits to which you are entitled under any retirement plan of the Company that is intended to be qualified under Section 401(a) of the Code, or other deferred compensation plans, you have received all compensation to which you are entitled from the Company, and you are not entitled to any other payments or benefits from the Company, including but not limited to, any and all rights that you may have arising out of any other Company plan, agreement, offer letter, or contract of any type, or any other expectation of remuneration or benefit on your part, including but not limited to any payments for wages or vacation.

5.
Entire Agreement

This Release, the Retirement Agreement, and the documents referenced therein contain the entire agreement between you and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. You acknowledge that no other promises or agreements have been offered for this Release (other than those described above) and

- 3 -


 

that no other promises or agreements will be binding unless they are in writing and signed by you and the Company. Should any provision of this Release be declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remaining provisions shall remain in full force and effect; provided, however, that upon a finding that the Release, in whole or part, is illegal, void, or unenforceable, you shall be required, at the option of the Company, either to return the severance benefits described in the Retirement Agreement or to execute a release that is legal and enforceable.

6.
Compliance with Post-Employment Obligations

You agree and acknowledge that the confidentiality, non-disparagement, non-competition, and non-solicitation provisions in the Restrictive Covenants Agreements, Restricted Stock Unit Award Agreements and the Retirement Agreement contain obligations that survive your Retirement from the Company, and you hereby reaffirm that you will continue to abide by those provisions.

7.
Headings

The headings contained in this Release are for reference only and shall not in any way affect its meaning or interpretation.

8.
No Waiver

A waiver by the Company of any breach of this Release shall not operate or be understood to be a waiver of any other provision or a waiver of any subsequent breach of this Release.

9.
Assignment

Except as set forth herein, no rights of any kind under this Release shall, without the prior written consent of the Company, be transferable to or assignable by you or any other person, or, except as provided by applicable law, be subject to alienation, encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary. This Release shall be binding upon and shall inure to the benefit of the Company and its successors and assigns. The Company may assign its rights and obligations under this Agreement at any time to any successor, subsidiary or assign.

10.
Choice of Law

This Release shall be governed by, and construed in accordance with, the internal, substantive laws of the state of Florida. You agree that the state and federal courts located in Orange County, Florida shall have jurisdiction in any action, suit or proceeding based on or arising out of this Release and you hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding; and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.

[SIGNATURE PAGE FOLLOWS]

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I agree to the terms and conditions set forth in this Release.

 

 

 

 

JAIME VASQUEZ

 

 

/s/ Jaime Vasquez

 

Date: February 19, 2026

 

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Exhibit B

Severance Benefits

 

Subject to and conditioned upon Jamie Vasquez’s (“You” or “Your”) compliance with the terms and conditions of this Retirement Agreement, including but not limited to Sections 3 (Restrictive Covenants), 8 (Future Cooperation) and 9 (Mutual Non-Disparagement), You will be entitled to:

1.
The following under the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan:
a.
Continuation of vesting of the following restricted stock units (“RSUs”):
i.
One-quarter of the 71,629 RSUs from a grant date of February 21, 2024 that will vest on February 21, 2026;
ii.
One quarter of the 34,311 RSUs from a grant date of February 20, 2025 that will vest on February 20, 2026;

All remaining unvested RSUs granted on February 21, 2024 and February 20, 2025 shall be forfeited, and all Performance Restricted Stock Units (“PRSUs”) and non-qualified stock options (“NQSOs”) granted on February 21, 2024 and February 20, 2025 shall be forfeited.

2.
You will receive a payout under the 2025 Short-Term Incentive (”STI”) plan consistent with the percentage of target achieved by the Company, as determined by the Compensation Committee of the Board
3.
You will be electing, and the Company will assist in providing health continuation coverage under COBRA. The Company shall reimburse You for the difference between the monthly COBRA premium paid by You for You and Your dependents and the monthly premium amount paid by You for such coverage immediately prior to the date of termination. Such reimbursement shall be paid to You on the first of the month immediately following the month in which You remit the premium payment. You shall be eligible to receive such reimbursement until the earliest of (A) eighteen (18) months following the Termination Date, (B) the time You are no longer eligible for such COBRA coverage, or (C) the date You become eligible for group health care insurance coverage from another source, including Medicare; provided, that You shall promptly notify the Company of any such circumstances. For the avoidance of doubt, nothing in this Plan shall prohibit the Company from amending or terminating any group health plan. Notwithstanding anything in this Plan to the contrary, in the event that the payment of amounts payable under this clause (b) shall result in adverse tax consequences under Chapter 100 of the Code, Code Section 4980D or otherwise to the Company, the parties shall undertake commercially reasonable efforts to restructure such benefit in an economically equivalent manner to avoid the imposition of such taxes on the Company, provided, however, that should the Company’s auditors determine in good faith that no such alternative arrangement is achievable, You shall not be entitled to Your rights to payment under this clause (b). Further, neither the Company nor any of its employees, directors, managers, board members, Affiliates, parents, stakeholders, equityholders, agents, successors, predecessors or related parties guarantees the tax treatment of any benefit under this clause (b) and no such party shall have liability to You or Your beneficiaries with respect to the taxation of such benefits or amounts payable in respect thereof.
4.
Forgiveness of any obligation to repay any remaining portion of the relocation allowance provided to You upon commencement of your employment with the Company.

 

 


EXHIBIT 99.1

 

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PureCycle Technologies Reports Fourth Quarter Fiscal Year 2025 Results & Corporate Update

Company achieves record 7.5 million pounds of PureFive® production in Q4; appoints Donald Carpenter as CFO; progresses Gen-2 design showing path to costs below virgin polypropylene

Orlando, Fla. February 26, 2026 – PureCycle Technologies, Inc. (Nasdaq: PCT), a U.S.-based company revolutionizing plastic recycling, today, announced results for the fourth quarter and fiscal year ending December 31, 2025.

Fourth Quarter 2025 Highlights

Operations

Produced record 7.5 million pounds of PureFive® rPP in Q4
Added third shift at Denver, Pennsylvania sorting facility, increasing feedstock throughput by 44% quarter-over-quarter to 14 million pounds
New Ironton CP2 compounding online; on-site PureFive ChoiceTM product compounding unit expected to be mechanically complete in March
Improved feedstock procurement pricing by 6 cents per pound over the last 12 months, driven primarily by operational flexibility and improving market positions

Commercial

Achieved fourth consecutive quarter of sequential revenue growth with $2.7 million in Q4 revenue
Actively shipping to 11 customers with additional conversions expected as early as March 2026; pipeline exceeds 170 active opportunities across various stages of qualification
Successfully produced high-value technical packaging applications including BOPP film snack wrappers, stand-up pouches, food-grade containers, and branded closures
Applications representing 40–50 million pounds at full ramp remain on track for Q2/Q3 2026 start of ramp, with an additional 20-25 million pounds at full ramp on track for Q3/Q4 start

Growth

Thailand project on track for 2027 mechanical completion; signed nine feedstock LOIs exceeding first purification line capacity; currently expect to break ground in 2H 2026
Antwerp, Belgium project progressing with permits still expected 2H 2026; construction currently expected to begin by Q1 2027; mechanical completion expected by 2028
Gen-2 purification initial design results show no technical constraints on plants up to 500 million pounds of capacity; corresponding capital expenditure approaching $1.00–$1.50 per pound
Gen-2 cash costs expected to be below virgin on-purpose polypropylene production

Finance

Ended Q4 with $181.6 million in total cash and marketable securities
Core operations spending in line with prior guidance at approximately $8–9 million per month

 

Repaid $20.3 million in high-cost equipment debt and retired $9.8 million in Ironton Bonds per schedule
Extended expiring Series A warrants for one year with lowered call provision; provided three-month extension to public/private warrants; further details included in 8-K filing
Thailand debt financing progressing with data room open and active weekly reviews with a major Thai bank

Management Commentary

“The fourth quarter was another period of progress and execution for PureCycle,” said Dustin Olson, Chief Executive Officer of PureCycle Technologies. “We ramped our operations in Denver and Ironton, advanced our customer pipeline, and made meaningful progress on our growth in Thailand. I have never felt better about our ability to reliably supply Ironton as we ramp toward full production rates.”

Olson continued, “When I take a step back, 2025 was very much a year of technical qualifications and successes. Being able to develop food-grade quality products like film for flexible food packaging, coffee lids, stand-up pouches, and yogurt cups should set us up incredibly well for the future. Looking ahead, 2026 goals are about the commercial ramp and work toward selling out the plant.”

On the Gen-2 design progress, Olson added, “This is incredibly important to the long-term future of PureCycle. We’ve known for years that our process consumes significantly less energy than virgin production, but now we are seeing that cost efficiencies of a higher capacity unit should translate into a permanent cost and return advantage in a market that represents approximately 200 billion pounds per year of annual demand.”

Operational Update

PureCycle’s Ironton facility continued to ramp production in the fourth quarter, producing a record 7.5 million pounds of PureFive® recycled polypropylene, with intermittent record daily production rates also achieved during the quarter. The Company is pacing production levels ahead of the commercial ramp, indicating expected further upside as customer demand scales.

The Denver sorting facility added a third shift during the quarter, resulting in a 44% increase in feedstock processed versus Q3. Denver ramped to 14 million pounds of feedstock in Q4, a 35% increase over its prior quarterly high. The Company is actively sourcing from more than 15 feedstock suppliers, including the largest domestic producers, and has reduced procurement costs by 6 cents per pound over the past 12 months.

The Company has scheduled a planned maintenance outage at the Ironton Facility for approximately 30 days between mid-April and mid-May 2026. The facility’s original design included planned annual turnarounds, and the last outage was in April 2024. Improvement projects developed from prior rate tests at 12,500 and 14,000 pounds per hour are expected to improve reliability, production rates, and product quality. The Company is building product inventory ahead of the outage to avoid interruption to customer shipments during Q2 branded application launches.

Commercial Update

PureCycle achieved its fourth consecutive quarter of sequential revenue growth, booking $2.7 million in Q4 revenue. The Company is actively shipping to 11 customers, with roughly half branded and half unbranded, and expects additional conversions with new branded customers to begin as early as next month.

The previously discussed application pipeline representing 40–50 million pounds at full ramp is on track to start ramping in Q2/Q3 2026, with an additional 20–25 million pounds at full ramp planned to start ramping in Q3/Q4 2026. The sales pipeline also continues to build, with the Company currently engaged in various stages with more than 170 opportunities.

The Company has demonstrated technical success across numerous high-value, underserved applications, with branded pricing consistent with prior margin guidance.Key target markets in 2026 include quick-serve


 

restaurant (QSR) hot lids and cold beverage packaging, caps and closures, and BOPP film applications such as snack wrappers and stand-up pouches. PureCycle continues to see growing inbound interest from converters who are experiencing quality limitations with some mechanically recycled materials.

Looking ahead, we believe brands are increasingly focused on growth and innovation in 2026 after a challenging 2025 marked by tariffs, inflation, and supply chain disruption. New innovative packaging is emerging as a major theme, with Consumer Packaged Goods (CPG) companies making significant investments to reach regulatory requirements. We see this development as a tailwind for PureCycle’s commercial efforts.

Expansion Update

Rayong, Thailand

PureCycle’s Rayong, Thailand project continues to advance on schedule for 2027 mechanical completion. The Company has signed feedstock LOIs with nine regional suppliers (six domestic), where the domestic suppliers exceed the first purification line capacity at minimum supply annual levels. Local commercial interest has been strong, and we believe domestic packaging companies view PureCycle’s material as a way to grow their export business. The Company has submitted its application to the Thailand Board of Investment, which, if approved, would provide an 8-year full tax holiday and 5-year 50% reduction. This represents approximately $100 million in avoided cash taxes. PureCycle currently expects to break ground in the second half of 2026, with strong support from its local partner IRPC.

Antwerp, Belgium

PureCycle’s first European facility in Antwerp, Belgium remains on track with construction expected to begin by Q1 2027 following issuance of the permit. Global brand conversations are accelerating as the Thailand and Antwerp projects progress.

Gen-2 Design

Initial Gen-2 purification design work, completed in early 2026, has yielded encouraging results. The contemplated design shows no technical constraints on plants with up to 500 million pounds of annual capacity. Expected capital expenditure per pound of capacity continues to decrease, approaching $1.50 per pound for greenfield sites and $1.00 per pound for brownfield expansions. Operating efficiencies will increase at higher capacity levels as variable costs do not scale linearly. Gen-2 cash costs are expected to fall below virgin on-purpose polypropylene production. This is an important milestone given PureCycle’s process already demonstrates significantly less energy consumption than virgin production.

Leadership Update

Effective March 1, 2026, Jaime Vasquez will retire from PureCycle. The Company thanks him for his service and support over the prior two years. Concurrent with this change, Donald Carpenter has been appointed Chief Financial Officer. Carpenter served as SVP Finance from January 1, 2026 and as VP of Finance from March 2022 through December 2025, and brings over 20 years of experience in corporate finance, treasury, and capital markets. He is a Certified Public Accountant, Certified Treasury Professional, and holds an MBA in Banking & Finance and a BBA in Accounting & Management Information Systems from Sam Houston State University.

As previously announced, the Company appointed two new directors to its Board: Dr. Siri Jirapongphan and Valerie Mars. Dr. Jirapongphan serves as independent director and Chairman of the Audit Committee of Bangkok Bank PLC, and previously served as Thailand’s Minister of Energy (2017–2019) and Chairman of IRPC PLC. He holds a doctorate in chemical engineering from MIT. Ms. Mars retired as Senior Vice President & Head of Corporate Development for Mars, Incorporated, and holds a B.A. from Yale University and an MBA from Columbia Business School.


 

Financial Update

PureCycle ended the fourth quarter with $181.6 million in total cash and marketable securities, compared to $247.3 million at the end of Q3.

During the quarter, total ongoing operations spending was $24.5 million, comprised of $14.2 million in operations costs including Denver and feedstock, and $10.3 million in corporate expenses. Ongoing operations spending remained in line with prior cost guidance of approximately $8–9 million per month. Revenue was delayed due to customer adoption timing.

The Company received $2.3 million in cash from customers and $10.0 million in proceeds from SOPA Bonds. Project spend totaled $12.6 million, and debt service was $38.6 million, which included $20.3 million in non-recurring debt service from an equipment lease payoff and $9.8 million in non-recurring bond principal payments.

Fourth Quarter 2025 Conference Call Details

Date: February 26, 2026

Time: 5:00 p.m. EST

Participant Link: PureCycle Technologies Fourth Quarter 2025 Corporate Update

For participants interested in a listen-only webcast, please access the conference call using the above link. For a calendar reminder, please click HERE.

The conference call will have a live Q&A session. For analyst participants who would like to ask management a question after prepared remarks, please click HERE You will receive a number and a unique access pin.

###

PureCycle Contact

Christian Bruey

cbruey@purecycle.com

Investor Relations Contact

Eric DeNatale

edenatale@purecycle.com

About PureCycle Technologies

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

Forward-Looking Statements

This press release contains forward-looking statements, including statements about the continued execution of PureCycle’s business plan, the expected results of tests and trials, the expected timing of commercial sales, and planned future updates. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements generally relate to future events or PureCycle’s future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking.


 

The forward-looking statements are based on the current expectations of PureCycle’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in each of PureCycle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and PureCycle’s Quarterly Reports on Form 10-Q for various quarterly periods, those discussed and identified in other public filings made with the Securities and Exchange Commission by PureCycle and the following: PCTs’ ability to obtain funding for our operations, future capital requirements and future growth, and to continue as a going concern; PCT’s ability to meet, continue to meet, and comply on an ongoing basis with, the numerous regulatory requirements applicable to our PureFive® resin (as defined below) both generally and in food-grade applications and, more broadly, the operations of our facilities (including in the United States, Europe, Asia and other future international locations); expectations and changes regarding PCT’s strategies and future financial performance, including future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives, which could be impacted by significant changes to tariffs on foreign imports; the ability of PCT’s first commercial-scale recycling facility in Lawrence County, Ohio (the “Ironton Facility”) to be appropriately certified by Leidos (as defined below), following certain performance and other tests, and commence full-scale commercial operations in a timely and cost-effective manner, or at all; PCT’s ability to meet, and to continue to meet, the requirements imposed upon us and our subsidiaries by the funding for our operations, including the funding for the Ironton Facility and the Planned Facilities (as defined below); PCT’s ability to minimize or eliminate the many hazards and operational risks at our manufacturing facilities that can result in potential injury to individuals, disrupt our business, including interruptions or disruptions in operations at our facilities, and subject us to liability and increased costs; PCT’s ability to complete the necessary funding with respect to, and complete the construction of, the new polypropylene recycling facility in Thailand (the "Thailand Facility"), our first commercial-scale European plant located in Antwerp, Belgium (the "Belgium Facility"), and the purification facility to be built in Augusta, Georgia (the "Augusta Facility" and, together with the Thailand Facility and the Belgium Facility, the “Planned Facilities”) in a timely and cost-effective manner; PCT’s ability to procure, sort and process polypropylene plastic waste at our planned plastic waste prep facilities; PCT’s ability to maintain exclusivity under The Procter & Gamble Company license; the implementation, market acceptance and success of PCT’s business model and growth strategy, which includes our ability to bring a total of one billion pounds of installed polypropylene recycling capability online by 2030, and our ability to meet related construction, regulatory, and financing requirements; the ability to negotiate multi-year offtake agreements at appropriate margins to fund ongoing operations; the possibility that PCT may be adversely affected or potentially impacted by economic, business, and/or competitive factors, including interest rates, availability of capital, economic cycles, and other macro-economic impacts (such as tariffs); changes in the prices and availability of materials (such as steel and other materials needed for the construction of future Feed PreP and purification facilities), including those changes caused by inflation, tariffs and supply chain conditions, such as increased transportation costs, and our ability to obtain such materials in a timely and cost-effective manner; the ability to source feedstock with a high polypropylene content at a reasonable cost; the development of direct competitors in the recycled polypropylene segment that could impact the demand for PCT’s products; the outcome of any legal or regulatory proceedings to which PCT is, or may become, a party; geopolitical risk and changes in applicable laws or regulations; changes in the prices and availability of labor (including labor shortages), turnover in employees, and increases in employee-related costs; any business disruptions due to political or economic instability, pandemics, or armed hostilities (including the ongoing conflict between Russia and Ukraine and


 

instability in the Middle East); and operational risks associated with the ability to operate the Ironton Facility and the Planned Facilities, as and when operative, at nameplate capacity.

PCT undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.


Slide 1

Fourth Quarter and Fiscal Year 2025 Corporate Update February 26, 2026 EXHIBIT 99.2


Slide 2

Forward-Looking Statements This presentation contains forward-looking statements, including statements about the continued execution of PureCycle’s business plan, the expected results of tests and trials, the expected timing of commercial sales, and planned future updates. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements generally relate to future events or PureCycle’s future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking. ​ The forward-looking statements are based on the current expectations of PureCycle’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in each of PureCycle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and PureCycle’s Quarterly Reports on Form 10-Q for various quarterly periods, those discussed and identified in other public filings made with the Securities and Exchange Commission by PureCycle and the following: PCTs’ ability to obtain funding for our operations, future capital requirements and future growth, and to continue as a going concern; PCT’s ability to meet, continue to meet, and comply on an ongoing basis with, the numerous regulatory requirements applicable to our PureFive® resin (as defined below) both generally and in food-grade applications and, more broadly, the operations of our facilities (including in the United States, Europe, Asia and other future international locations); expectations and changes regarding PCT’s strategies and future financial performance, including future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives, which could be impacted by significant changes to tariffs on foreign imports; the ability of PCT’s first commercial-scale recycling facility in Lawrence County, Ohio (the “Ironton Facility”) to be appropriately certified by Leidos (as defined below), following certain performance and other tests, and commence full-scale commercial operations in a timely and cost-effective manner, or at all; PCT’s ability to meet, and to continue to meet, the requirements imposed upon us and our subsidiaries by the funding for our operations, including the funding for the Ironton Facility and the Planned Facilities (as defined below); PCT’s ability to minimize or eliminate the many hazards and operational risks at our manufacturing facilities that can result in potential injury to individuals, disrupt our business, including interruptions or disruptions in operations at our facilities, and subject us to liability and increased costs; PCT’s ability to complete the necessary funding with respect to, and complete the construction of, the new polypropylene recycling facility in Thailand (the "Thailand Facility"), our first commercial-scale European plant located in Antwerp, Belgium (the "Belgium Facility"), and the purification facility to be built in Augusta, Georgia (the "Augusta Facility" and, together with the Thailand Facility and the Belgium Facility, the “Planned Facilities”) in a timely and cost-effective manner; PCT’s ability to procure, sort and process polypropylene plastic waste at our planned plastic waste prep facilities; PCT’s ability to maintain exclusivity under The Procter & Gamble Company license; the implementation, market acceptance and success of PCT’s business model and growth strategy, which includes our ability to bring a total of one billion pounds of installed polypropylene recycling capability online by 2030, and our ability to meet related construction, regulatory, and financing requirements; the ability to negotiate multi-year offtake agreements at appropriate margins to fund ongoing operations; the possibility that PCT may be adversely affected or potentially impacted by economic, business, and/or competitive factors, including interest rates, availability of capital, economic cycles, and other macro-economic impacts (such as tariffs); changes in the prices and availability of materials (such as steel and other materials needed for the construction of future Feed PreP and purification facilities), including those changes caused by inflation, tariffs and supply chain conditions, such as increased transportation costs, and our ability to obtain such materials in a timely and cost-effective manner; the ability to source feedstock with a high polypropylene content at a reasonable cost; the development of direct competitors in the recycled polypropylene segment that could impact the demand for PCT’s products; the outcome of any legal or regulatory proceedings to which PCT is, or may become, a party; geopolitical risk and changes in applicable laws or regulations; changes in the prices and availability of labor (including labor shortages), turnover in employees, and increases in employee-related costs; any business disruptions due to political or economic instability, pandemics, or armed hostilities (including the ongoing conflict between Russia and Ukraine and instability in the Middle East); and operational risks associated with the ability to operate the Ironton Facility and the Planned Facilities, as and when operative, at nameplate capacity. PCT undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.​​ Should one or more of these risks or uncertainties materialize or should any of the assumptions made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.​      


Slide 3

Changes to PureCycle Leadership team Chief Financial Officer Carpenter served as VP of Finance from March 2022 through December 2025 and SVP since January 2026. He has over 20 years of experience in corporate finance, treasury and capital markets across numerous global organizations. He is a Certified Public Accountant, Certified Treasury Professional, holds an MBA in Banking & Finance, and a BBA in Accounting & Management Information Systems from Sam Houston State University. Director Dr. Jirapongphan serves as independent director and Chairman of the Audit Committee of Bangkok Bank PLC, and previously served as Thailand's Minister of Energy (2017–2019) and Chairman of IRPC PLC. He holds a doctorate in chemical engineering from MIT and a bachelor's degree in chemical engineering from Caltech. Director Ms. Mars retired as Senior Vice President & Head of Corporate Development for Mars, Incorporated, where she focused on acquisitions, joint ventures, and divestitures. Earlier in her career, she held financial roles at Whitman Heffernan Rhein and Manufacturers Hanover Trust Company. She holds a B.A. from Yale University and an MBA from Columbia Business School. DONALD CARPENTER DR. SIRI JIRAPONGPHAN VALERIE MARS


Slide 4

PCT Highlights Operations Continued quarterly growth; produced record 7.5MM pounds of PureFive® in Q4 Added 3rd shift to Denver; ramped production to 14MM lbs. of feedstock in Q4 (35% increase over prior high) Ironton CP2 compounding & 3rd Party Compounding online; Ironton product compounding expected to be mechanically complete in March Commercial Fourth consecutive quarter of sequential revenue growth; booked $2.7MM revenue Actively shipping to 11 customers, with roughly half branded and half unbranded Successful conversions through the sales pipeline; numerous brands expected to ramp in 1H-26 Sales pipeline continues to build; currently engaged in various stages with 170+ opportunities Successfully produced numerous high-value technical applications including BOPP film snack wrappers Growth Continued progressing Gen-2 design; currently expect higher-end capacity with CAPEX approaching $1/lb. Thailand project on track; significant in-country progress on feedstock and commercial discussions Antwerp project on track; construction currently expected to begin by Q1-27, following issuance of permits Finance Extended Series A warrants for one year and lowered call provision; extended public/private warrants by 3-months; details included in the 8-K filed today. Thailand debt financing continues to progress; open data room with active weekly reviews Numerous ongoing discussions to collateralize owned assets for future projects Overview Operations Commercial Growth Finance


Slide 5

Production Improvements Continue in Denver and Ironton Record Quarterly rPP  Production (MM lbs.) Growth in Denver & Ironton Denver Added 3rd shift and successfully increased throughput; Denver processed 44% more feed in Q4 vs. Q3 Actively buying from 15+ feedstock suppliers each month, including top domestic producers Improved pricing with 6 cpp decrease in last 12 months; driven primarily by feedstock flexibility, supplier optionality, and internal growth Ironton Continued progress with Ironton operations; routinely running ~60-65% utilization; record daily and quarterly production reached Planning Ironton site outage for April; numerous projects planned to improve reliability, uptime, quality, and top-end rates Overview Operations Commercial Growth Finance


Slide 6

2025 Wins Internal Tech successes in high-value applications Ironton rate & reliability improvements Margins on track; co-product pricing is exceeding expectations 2025 Headwinds Internal First-of-its-kind products require extended customer qualifications cycles NJDEP delayed customer adoption; required significant education 2026 Outlook Emerging Theme Brands redirecting R&D to growth and product packaging innovations Inflation improving, core fundamentals and supply chains are stabilizing PCT positioned for growth as brands prioritize innovation in 2026 2025 headwinds were macro-driven, not demand-driven External Long-term regulatory movement supports PCT technology Continued strong interest for FDA and PCR applications PureCycle product is passing trials that other supply streams are failing External / Macro CPGs redirected 2025 focus to supply chain & cost engineering Commodity spikes pressured brands Consumer trend shifts caught some brands off guard (MAHA, GLP-1, Protein) Converter consolidations; resulting personnel shifts impacted timing PCT Positioning Strong consumer demand for circularity Boosted by regulations (CA, WA, OR, CO, EU, ELV) Core margin guidance intact 2025 Produced Mixed Results; Poised for Strong 2026 Customers Faced Chaotic ‘25; Shifting to Growth in ‘26


Slide 7

Customer Validation Driving Revenue Inflection Short-term revenue targets have been delayed, but the long-term prospects have strengthened Eleven customers are actively pulling through and ramping; roughly half are branded and half are unbranded 40-50MM lbs. at full ramp are still on track for 2Q/3Q ramp to begin 20-25MM lbs. at full ramp are on track for 3Q/4Q ramp to begin Not likely influenced by NJ regulation resolution Initial conversions could start as early as March NJ resolution should unlock 15-30MM lbs. ramping 2H 2026, with >300MM lbs./yr application demand Strong pipeline has grown to 170+ projects (from >100 projects in Q3) Continued success on flexible packaging; multiple industrial trials and recent successful printing for stand-up pouches and wrapper production Conversations with global brands are accelerating with the progress on Thailand and Antwerp projects Overview Operations Commercial Growth Finance


Slide 8

Continue to Improve Pipeline & Approach to Market Overview Operations Commercial Growth Finance Continue to see flexible film and thermoform as key segments for PureCycle success Broadly improved use of market intelligence and quality of the commercial team Increased focus on application categories that are growing, gaining market share, and have high willingness to invest in sustainable packaging in advance of any regulatory requirements QSR Cold Beverages2 Thermoformed 330MM 7-10% Value Household Goods Injection Molding 150MM3 8-12% Premium Pet Food BOPP Film 130MM 4-6% Dermocosmetics Injection Molding 55MM 7-9% Jerky/Meat Sticks BOPP Film 40MM 6-7% Source: Publicly available data and third-party market research firms. QSR represents Quick Service Restaurants Represents rPP applicable share of market; growing faster than core category of 700MM lbs. growing 3.5-4.5%. Application Category Product Type NA PP TAM (lbs.)1 Market 5-Yr Est. CAGR1


Slide 9

EPR & PCR Mandates Increasing Demand for rPP Overview Operations Commercial Growth Finance EPR PCR MANDATE EU ELV (15%) EU PPWR (S) Oregon (I) Maryland (S) Washington (S) Brazil (22%) 2024 2025 2026 2027 2028 2029 2030 New Jersey (10%) California (10% source reduction) Thailand (I) Washington (25%) Minnesota (I) New Jersey (30%) EU PPWR (10%) Brazil (30%) 2032 Maine (I) Minnesota (S) Washington (15%) Washington (I) Colorado (I) New Jersey (20%) California SB54 (20% source reduction) Note: I – Implemented, S – Signed into law, PCR mandated minimum percentages across various specific segments in each region, EPR is defined as Extended Producer Responsibility, and PCR is defined as Post Consumer Recyclate


Slide 10

Thailand on Track for 2027 Mechanical Completion Overview Operations Commercial Growth Finance Developing strong relationships with all key parties; suppliers, customers, banking, and government. Feedstock is in abundance; closed LOIs for >1 plant capacity; more feedstock LOIs pending; visited numerous facilities Local customers want our product; they currently export and our product should help them grow their export business Numerous meetings with Board of Investment; submitted application benefits include: Tax Avoidance: 8 years 100% + 5 years 50%, ~$100 million avoided cash taxes Continued strong progress with IRPC; expect to break ground 2H 2026 Hosted successful Initial Environmental Examination (IEE) public hearing with 250 local residents in attendance


Slide 11

Initial Gen-2 Design Work Encouraging Overview Operations Commercial Growth Finance Completed initial Gen-2 design work in early 2026 No apparent tech constraint on up to 500MM lb. per year capacity plant CAPEX/lb. continues to reduce; approaching $1.0 to $1.5/lb. depending on greenfield or brownfield sites Operating efficiencies should be greater at higher capacity levels, as fixed and variable costs do not scale linearly Gen-2 cash costs expected to be below virgin on-purpose PP production lines


Slide 12

Financial Overview Revenue & Operations Warrant Activity Capital & Investment Continued investment in growth — preserved ~$273MM in potential warrant proceeds Revenue Goals Monthly revenue goal: get to Ironton breakeven, then corporate breakeven rPP inventory built & staged for project launches in Q2 Series A Warrants Extended to March 17, 2027 at reduced redemption of $14.38/share ~$205MM of potential proceeds Debt Repayment Repaid $20.3MM high-cost equipment debt in Q4 per schedule Retired $9.8MM of Ironton Bonds per schedule Core Operations Ironton, Denver, Corporate costs in line with prior guidance Revenue ramp delayed but trajectory intact Public/Private Warrants Extended for 3 months per 8-K filed today ~$68MM of potential proceeds Project Spend Continued investment in Ironton, Thailand, Antwerp, and Gen 2 development Overview Operations Commercial Growth Finance


Slide 13

Q4 2025 Capital Usage & Liquidity Notes Ongoing ops spend of $24.5M for Q4, in line with prior guidance (~$8-9MM/month) Debt Service includes $20.3MM equipment lease payoff + $9.8MM bond principal payment Guidance Q1 '26 total project spend: $19-20MM ($7-8MM Ironton) 2026 total project spend: $39-45MM ($14-16MM Ironton) Q1 '26 debt service expected: $11.1MM Financing Thai project financing: advanced discussion with key bank Additional sources: revenue bonds, warrant proceeds, equipment finance, line of credit Q3 Total Cash $247.3) Operations Cost (incl. Denver & Feedstock) (14.2) Corporate Expenses (10.3) ───── Total Ongoing Ops. Spend (24.5) Cash from Customers 2.3) Project Related Spend (12.6) Cash Proceeds from SOPA Bonds 10.0) Debt Service (38.6) Working Capital & Other (2.3) Q4 Total Cash $181.6 Overview Operations Commercial Growth Finance


Slide 14

Fourth Quarter 2025 Corporate Update February 26, 2026