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PCT 10-K & 10-Q changes, risk factors and insider trading

PureCycle Technologies, Inc. (also PCTBP, PCTTU, PCTTW) · Nasdaq · Plastic Materials, Synth Resins & Nonvulcan Elastomers · CIK 1830033 · All filings on SEC.gov

Everything below is quoted or computed from PureCycle Technologies, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

11 / 13risk-factor paragraphs added / removed in latest 10-K
2new risk-factor headings
2Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-26 (period ending 2025-12-31) with 10-K filed 2025-02-27 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

11new paragraphs
13removed paragraphs
59reworded paragraphs
8,956 → 9,110words in section

New heading “If PCT is unable to consistently execute capital investment projects to cost, schedule and operability targets, the Company's reputation, economic viability and ability to raise capital could be impacted, and construction of one or more additional PreP and Purification facilities may be delayed or abandoned.”

New heading “Future sales of shares of the Company's Common Stock by existing stockholders may depress its stock price.”

Removed heading “PCT is a low revenue early commercial stage company and may never achieve or sustain profitability.”

Removed heading “Construction of one or more additional pre-processing and purification facilities may be delayed or abandoned.”

Removed heading “Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) and sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, circularity, data privacy, artificial intelligence, human capital and diversity, equity and inclusion.”

Removed heading “General Risk Factors”

Removed heading “PCT may be unable to obtain additional financing to fund the operations and growth of the business.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: default, fine, covenant, liquidity

Paragraph as it now reads, with added and removed wording marked:

PCT is required to maintain compliance with certain financial and other covenants under its debt agreements. There are and will be operating and financial restrictions and covenants in certain of PCT’s debt agreements, including the Loan Agreement (as defined below), as well asand certain other agreements to which PCT is or may become a party.party, Thesecontain limit,operating, financial covenants and other restrictions that, among other things, PCT’slimit orPCT and its subsidiaries’ ability to incur certain additional debt, create certain liens or other encumbrances, sell assets, and transfer ownership interestsinterests, pay dividends, and enter into transactions with affiliates of PCT.affiliates. These covenantslimitations could also limit PCT’s ability to engage inrestrict activities that may be in PCT’s best long-term interests.interests PCT’sand failure,reduce orits perceivedfinancial failure,and operational flexibility. A failure to comply with certain covenants in these agreements could result in an Eventevent of Default (as defined therein)default under theone variousor debtmore agreements, allowingpermitting lenders to accelerate the maturity for the debt under these agreements and tomaturity, foreclose upon anyon collateral securing the debt. An Event of Default would also adversely affect PCT’s ability to access its borrowing capacity and pay debt service on its outstanding debt, likelyterminate resulting in acceleration of such debtcommitments, or in a default underexercise other agreementsremedies. containingCross-default cross-defaultprovisions provisions.could Undercompound suchthese circumstances,effects, and PCT might not have sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by PCT’s financing agreements on its ability to pay dividends, incur additional debt and to take other actions might significantly impair PCT’s ability to obtain other financing, generate sufficient cash flow from operations to enable PCT to pay its debtobligations or to fundrefinance otheror liquidityrestructure needs.such Suchindebtedness consequenceson wouldfavorable adverselyterms affector PCT’sat business, financial condition, results of operations and prospects.all.
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Removed text topics: artificial intelligence, climate
“Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) and sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, circularity, data privacy, artificial intelligence, human capital and diversity, equity and inclusion.”
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Reworded topics: litigation, breach, artificial intelligence

Paragraph as it now reads, with added and removed wording marked:

PCT is subject to an increasing number of information technology vulnerabilities, threats and targeted computer crimes whichthat pose a risk to the security of its systems and networks and the confidentiality, availability and integrity of data. Disruptions or failures in the physical infrastructure or operating systems that support PCT’s businesses, offtake partners, feedstock suppliers and customers, or cyber-attacks or security breaches of PCT’s networks or systems or of third party suppliers and service providers, could result in the loss of customers and business opportunities, lawsuits, regulatory fines, penalties or intervention, reputational damage, loss of stakeholder confidence, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect PCT’s business, financial condition, results of operations and prospects. In addition, recently enhanced cybersecurity disclosure requirements increase the risk of regulatory scrutiny enforcement actions and securities litigation in the wake of a material cyber incident. Emerging artificial intelligence technologies may intensify these cybersecurity risks and introduce new governance and compliance obligations under evolving AI-related laws and guidance in the U.S. and abroad. In addition, PCT relies on third party software-as-a service and cloud providers for critical business functions, and any disruptions, misconfiguration or breach in these services could materially impact the Company's business. Increasing costs associated with cybersecurity protections may be costly and may also adversely affect the financial condition of PCT. While PCT attempts to mitigate these risks, PCT’s systems, data, networks, products, solutions and services remain potentially vulnerable to advanced and persistent cybersecurity threats.
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New text topics: covenant, liquidity
“PCT will require additional financing to fund its operations and growth. There can be no assurance that additional capital will be available when needed, on acceptable terms or at all. Any such financing, if available, may involve the issuance of equity or equity-linked securities that are dilutive to existing stockholders, securities with preferences that are senior to the Company's Common Stock, or additional indebtedness that imposes restrictive covenants, collateral requirements, or repayment obligations, each of which could further constrain PCT’s operations and liquidity. …”
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New text topics: covenant, regulation
“As of December 31, 2025, PCT had total consolidated indebtedness of $363.7 million, including bonds payable to related parties and does not yet have any sources of material recurring revenue. PCT’s existing and future debt service obligations, together with restrictions in its financing arrangements and the uncertainty of access to additional capital, could have important consequences for the foreseeable future. …”
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New text
“If PCT is unable to consistently execute capital investment projects to cost, schedule and operability targets, the Company's reputation, economic viability and ability to raise capital could be impacted, and construction of one or more additional PreP and Purification facilities may be delayed or abandoned.”
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Full comparison: every changed paragraph (83)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

You should carefully review this section in addition to the other information appearing in this Annual Report on Form 10-K, including ourthe Company's consolidated financial statements and related notes, for important information regarding risks and uncertainties that affect us.the Company. The risks and uncertainties described below are not the only ones wethe face.Company faces. Additional risks and uncertainties that wethe areCompany is unaware of, or that weare not currently believebelieved areto notbe material, may also become important factors that adversely affect ourthe Company's business. If any of the following risks actually occur, ourthe Company's business, financial condition, results of operations, and future prospects could be materially and adversely affected.

Reworded

Risks Related to PCT’s Status as a Low RevenueLow-Revenue Early Commercial StageCommercial-Stage Company

Removed

PCT is a low revenue early commercial stage company and may never achieve or sustain profitability.

Removed

PCT relies principally on the commercialization of our PureFive™ resin to generate revenue growth. To date, such products and services have delivered minimal revenue. Also, PureFive™ resin product offerings and partnering revenues are in their very early stages. PCT believes that commercial success is dependent upon the ability to significantly increase the number of purification plants, feed pre-processing facilities (“Feed PreP facilities”), feedstock suppliers and offtake partners as well as strategic partners that utilize PureFive™ resin. PCT is an early commercial stage company that evaluates various strategies to achieve its financial goals and commercialization objectives on an ongoing basis. In this regard, PCT’s production methodology is subject to change as a result of modifications to business strategy, future plant designs and construction timelines, or market conditions. Furthermore, if demand for PureFive™ resin products does not increase as quickly as planned, PCT may be unable to increase revenue levels as expected. PCT is currently not profitable. Even if PCT succeeds in increasing adoption of PureFive™ resin products by target markets, maintaining and creating relationships with existing and new offtake partners, feedstock suppliers and customers, and developing and commercializing additional plants, market conditions, particularly related to pricing and feedstock costs, may result in PCT not generating sufficient revenue to achieve or sustain profitability.

Reworded

PCT’sPCT abilityis toa below-revenue profitableearly incommercial-stage company, and may never achieve or sustain profitability, which depends on the futuresuccessful willcommercialization dependand onscale-up PCT’s ability to successfully commercializeof PureFive™® resin products, and any other products PCT may develop in the future, to scale in the United States,U.S., Europe and beyond.

Reworded

PCT’sPCT abilityrelies toprincipally be profitable inon the futurecommercialization willof depend on PCT’s ability to commercially scaleits PureFive™® resin productsresin, and any other products PCT may develop in the future, includingto generate revenue growth. This includes establishing sales, marketing and distribution capabilities to effectively market and sell PureFive™® resin products in the UnitedU.S., States,Europe, EuropeAsia, and in other territories; expanding the number of Purification plants and achievingFeed marketPreP acceptancefacilities; ofand PureFive™maintaining resinand products.growing relationships with offtake partners, feedstock suppliers, customers, and other strategic partners. Achieving these objectives also requires procuring and maintaining all required regulatory approvals.

Added

Market uncertainties, particularly related to demand for PureFive® resin, and any other products PCT may develop in the future, pricing dynamics and feedstock costs, make it difficult to predict the timing or amount of increased expenses or the timing, if ever, of achieving profitability. If demand for PureFive® resin products does not grow as anticipated, or if PCT cannot secure sufficient feedstock, offtake commitments or favorable pricing, revenue levels may not increase as expected. Even if adoption improves, adverse market conditions, cost pressures or execution risks may prevent PCT from generating sufficient revenue to achieve or sustain profitability. PCT currently has no other material lines of business or sources of revenue beyond PureFive® resin products, and this lack of diversification may limit its ability to adapt to changing business conditions and could adversely affect its business, financial condition, results of operations and prospects.

Removed

PCT’s ability to be profitable will also depend on PureFive™ resin products maintaining regulatory approval and achieving market acceptance. Because of the uncertainties associated with market conditions, particularly related to pricing and feedstock costs, PCT is unable to accurately predict the timing or amount of increased expenses or when, or if, PCT will be able to achieve profitability. The amount of future losses will depend, in part, on the rate of future growth of PCT’s expenses and PCT’s ability to generate revenues.

Removed

Other than the future production and sale of PureFive™ resin products, there are currently no other lines of business or other material sources of revenue. Such a lack of diversification may limit PCT's ability to adapt to changing business conditions and could have an adverse effect on PCT's business, financial condition, results of operations, and prospects.

Reworded

The License Agreement sets forth certain construction and sales deadlinesdeadlines, which, if missed, could result in a termination or conversion of the license granted under the License Agreement.

Reworded

Pursuant to the License Agreement, P&G has granted PCT a license to utilize certain P&G intellectual property. The License Agreement sets forth certain construction and sales deadlines for future facilities outside North AmericaAmerica, which, if missed, could result in (i) a termination of the license granted under the License Agreement (if PCT is unable to make PureFive™® resin at certain production volumes and at certain prices within a certain time frame). Theor license agreement also sets forth certain construction and sales deadlines for future facilities outside of North America which, if missed, could result in(ii) conversion of the license to a non-exclusive license (if PCT is unable or unwilling to provide P&G with PureFive™® resin at certain prices from the first plant). In the event the LicenserLicense Agreement is terminated or converted to a non-exclusive license, this could have a material adverse effect on PCT's business, financial condition, results of operations, and prospects.

Reworded

PCT’s outstandingsubstantial securedindebtedness, restrictive covenants, and unsecuredpotential indebtedness, abilityinability to incurobtain additional debtfinancing could materially and theadversely provisionsaffect in the agreements governing PCT’s debt, and certain other agreements, could have a material adverse effect on PCT’sits business, financial condition, results of operations and prospects.

Added

As of December 31, 2025, PCT had total consolidated indebtedness of $363.7 million, including bonds payable to related parties and does not yet have any sources of material recurring revenue. PCT’s existing and future debt service obligations, together with restrictions in its financing arrangements and the uncertainty of access to additional capital, could have important consequences for the foreseeable future. A significant portion of cash flow from operating activities, if and when generated, will be required to service debt, which will reduce funds available for operations, capital expenditures, strategic initiatives, and other corporate purposes. PCT’s leverage may exceed that of some competitors, potentially placing it at a competitive disadvantage and increasing its vulnerability to market conditions, operational challenges, and changes in law or regulations. In addition, PCT’s ability to obtain additional financing for capital expenditures, and other needs may be impaired; by its existing debt and related covenants, as well as by general market conditions.

Removed

As of December 31, 2024, PCT had total consolidated debt of $346.6 million, including notes payable to related parties. PCT has not yet begun commercial operations and does not have any sources of material revenue. PCT’s debt service obligations could have important consequences to PCT for the foreseeable future, including the following: (i) PCT’s ability to obtain additional financing for capital expenditures, working capital or other general corporate purposes may be impaired; (ii) a substantial portion of PCT’s cash flow from operating activities must be dedicated to the payment of principal and interest on PCT’s debt, thereby reducing the funds available to us for PCT’s operations and other corporate purposes; and (iii) PCT may be or become substantially more leveraged than some of its competitors, which may place PCT at a relative competitive disadvantage and make us more vulnerable to changes in market conditions and governmental regulations.

Reworded

PCT is required to maintain compliance with certain financial and other covenants under its debt agreements. There are and will be operating and financial restrictions and covenants in certain of PCT’s debt agreements, including the Loan Agreement (as defined below), as well asand certain other agreements to which PCT is or may become a party.party, Thesecontain limit,operating, financial covenants and other restrictions that, among other things, PCT’slimit orPCT and its subsidiaries’ ability to incur certain additional debt, create certain liens or other encumbrances, sell assets, and transfer ownership interestsinterests, pay dividends, and enter into transactions with affiliates of PCT.affiliates. These covenantslimitations could also limit PCT’s ability to engage inrestrict activities that may be in PCT’s best long-term interests.interests PCT’sand failure,reduce orits perceivedfinancial failure,and operational flexibility. A failure to comply with certain covenants in these agreements could result in an Eventevent of Default (as defined therein)default under theone variousor debtmore agreements, allowingpermitting lenders to accelerate the maturity for the debt under these agreements and tomaturity, foreclose upon anyon collateral securing the debt. An Event of Default would also adversely affect PCT’s ability to access its borrowing capacity and pay debt service on its outstanding debt, likelyterminate resulting in acceleration of such debtcommitments, or in a default underexercise other agreementsremedies. containingCross-default cross-defaultprovisions provisions.could Undercompound suchthese circumstances,effects, and PCT might not have sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by PCT’s financing agreements on its ability to pay dividends, incur additional debt and to take other actions might significantly impair PCT’s ability to obtain other financing, generate sufficient cash flow from operations to enable PCT to pay its debtobligations or to fundrefinance otheror liquidityrestructure needs.such Suchindebtedness consequenceson wouldfavorable adverselyterms affector PCT’sat business, financial condition, results of operations and prospects.all.

Added

PCT will require additional financing to fund its operations and growth. There can be no assurance that additional capital will be available when needed, on acceptable terms or at all. Any such financing, if available, may involve the issuance of equity or equity-linked securities that are dilutive to existing stockholders, securities with preferences that are senior to the Company's Common Stock, or additional indebtedness that imposes restrictive covenants, collateral requirements, or repayment obligations, each of which could further constrain PCT’s operations and liquidity. PCT may also seek capital opportunistically due to favorable market conditions or strategic considerations even if it believes existing resources are adequate. If PCT cannot obtain financing when required or on reasonable terms, it may be unable to execute its business strategy, meet obligations as they come due, or maintain compliance with financial covenants, any of which would adversely affect its business, financial condition, results of operations and prospects.

Reworded

From time to time, PCT may be involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with our feedstock suppliers and offtake partners as well as strategic partners, intellectual property disputes, additional volatility in the market price of our securities,securities and other business matters. Any such claims or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Reworded

The results of litigation and other legal proceedings are inherently uncertain and adverse judgments or settlements may result in materially adverse monetary damages or injunctive relief against PCT. Any claims or litigation, even if fully indemnified or insured, could damage PCT’s reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. The litigation and other legal and regulatory proceedings described under Legal Proceedings in Note 15,13 - Commitments and Contingencies, to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K are subject to future developments and management’s view of these matters may change in the future.

Added

If PCT is unable to consistently execute capital investment projects to cost, schedule and operability targets, the Company's reputation, economic viability and ability to raise capital could be impacted, and construction of one or more additional PreP and Purification facilities may be delayed or abandoned.

Added

Capital project execution for larger projects is inherently complex. Project execution will likely impact PCT’s current and future earnings and ability to grow. If PCT is unable to achieve its scheduled and operability targets, this could result in a loss of stakeholder confidence and damage to its enterprise value.

Added

Additionally, the construction and commissioning of any new project, including PreP and Purification facilities, is dependent on a number of contingencies, many of which are beyond PCT’s control. There is also a risk that significant unanticipated costs or delays could arise due to, among other things, errors or omissions, unanticipated or concealed construction site conditions, including subsurface conditions, unforeseen technical issues or increases in plant and equipment costs, delays in delivery of certain long-lead items, insufficiency of water supply and other utility infrastructure, inadequate contractual arrangements or unanticipated or unforeseen regulatory requirements. Should significant unanticipated costs arise, this could have a material adverse impact on PCT’s business, financial performance and operations. No assurance can be given that construction will commence or be completed, or will be completed without further delay.

Reworded

PCT may not be able to achieve full commissioning and the certification of operational performance required by an independent engineer of the Ironton Facility in the expected timeframe or at all due to a variety of factors,factors including, achievingbut not limited to, the rates at which other plastics and additives can currently be removed from the Purification process, as well as challenges with sustaining continuous operations of the Ironton Facility and producing recycled pellets pursuant to certain specifications at nameplatefull capacity forover fivea number of consecutive days. Failure to achieve full commissioning, obtain the certification or sustain continuous operations at the Ironton Facility could severely impact PCT’s business, financial condition, results of operations and prospects, and impact PCT’s ability to comply with certain covenants under its debt agreements.

Removed

In addition, PCT has experienced intermittent mechanical challenges during the commissioning process including, but not limited to, limits in the recycled polypropylene production rates, due in part to the rates at which other plastics and additives can currently be removed from the purification process, as well as challenges with sustaining continuous operations. Recently, PCT has been focused on the recovery and removal of CP2, which impacts the ability to run higher volumes and produce consistent, high quality PureFive™ resin. If the system improvements at various operating conditions fails to achieve the new limits, PCT could experience an adverse effect on its business, financial condition, results of operations and prospects.

Removed

Construction of one or more additional pre-processing and purification facilities may be delayed or abandoned.

Removed

The construction and commissioning of any new project, including pre-processing and purification facilities, is dependent on a number of contingencies, many of which are beyond PCT’s control. There is also a risk that significant unanticipated costs or delays could arise due to, among other things, errors or omissions, unanticipated or concealed construction site conditions, including subsurface conditions, unforeseen technical issues or increases in plant and equipment costs, insufficiency of water supply and other utility infrastructure, or inadequate contractual arrangements. Should significant unanticipated costs arise, this could have a material adverse impact on PCT’s business, financial performance and operations. No assurance can be given that construction will be completed, or will be completed without further delay.

Reworded

Initially, PCT willcurrently relyrelies on a single facility for all of its operations, and its business is not diversified.

Reworded

Initially, PCT willcurrently relyrelies solely on the operations at the Ironton Facility.Facility, and there is no guarantee that the Planned Facilities will be constructed on the expected timeline, or at all. Adverse changes or developments affecting the Ironton Facility could impair PCT’s ability to produce PureFive™® resin and impact its business, prospects, financial condition and results of operations. Any shutdown or period of reduced production at the Ironton Facility, which may be caused by regulatory noncompliance or other issues, as well as other factors beyond its control, such as severe weather conditions, natural disaster, fire, power interruption or outages, work stoppage, disease outbreaks or pandemics, equipment failure, delay in supply delivery, or shortages of material, equipment, or labor, would significantly disrupt PCT’s ability to grow and produce PureFive™® resin products in a timely manner, or at all, meet its contractual obligations and operate its business. PCT’s equipment is costly to repair, and PCT’s equipment supply chains may be disrupted in connection with pandemics, trade wars or other factors. If any material amount of PCT’s machinery were damaged, it would be unable to predict when, if at all, it could replace or repair such machinery or find co-manufacturers with suitable alternative machinery, which could adversely affect PCT’s business, financial condition, results of operations and prospects. Performance guarantees may not be sufficient to cover damages or losses, or the guarantors under such guarantees may not have the ability to pay. Any insurance coverage PCT has may not be sufficient to cover all of its potential losses and may not continue to be available to PCT on acceptable terms, or at all.

Reworded

PCT is subject to an increasing number of information technology vulnerabilities, threats and targeted computer crimes whichthat pose a risk to the security of its systems and networks and the confidentiality, availability and integrity of data. Disruptions or failures in the physical infrastructure or operating systems that support PCT’s businesses, offtake partners, feedstock suppliers and customers, or cyber-attacks or security breaches of PCT’s networks or systems or of third party suppliers and service providers, could result in the loss of customers and business opportunities, lawsuits, regulatory fines, penalties or intervention, reputational damage, loss of stakeholder confidence, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect PCT’s business, financial condition, results of operations and prospects. In addition, recently enhanced cybersecurity disclosure requirements increase the risk of regulatory scrutiny enforcement actions and securities litigation in the wake of a material cyber incident. Emerging artificial intelligence technologies may intensify these cybersecurity risks and introduce new governance and compliance obligations under evolving AI-related laws and guidance in the U.S. and abroad. In addition, PCT relies on third party software-as-a service and cloud providers for critical business functions, and any disruptions, misconfiguration or breach in these services could materially impact the Company's business. Increasing costs associated with cybersecurity protections may be costly and may also adversely affect the financial condition of PCT. While PCT attempts to mitigate these risks, PCT’s systems, data, networks, products, solutions and services remain potentially vulnerable to advanced and persistent cybersecurity threats.

Reworded

PCT also maintains and has access to sensitive, confidential or personal data or information in its business that is subject to privacy and security laws, regulations and customer controls. Despite PCT’s efforts to protect such personal data or information, PCT’s facilities and systems and those of its customers, offtake partners, feedstock suppliers and third-party service providers may be vulnerable to cybersecurity incidents, theft, misplaced or loss of data, insider threats, supply chain risks, natural disasters, zero-day vulnerabilities, programming and/or human errors that could lead to the compromise of sensitive, confidential or personal data or information or unauthorized use or disruption of PCT’s systems and software.

Reworded

PCT relies on its proprietary intellectual property, including registered trademarks and certain licensed intellectual property under the License Agreement and other documents to market, promote and sell PureFive™® resin products. PCT monitors and protects against activities that might infringe, dilute, or otherwise harm its trademarks and other intellectual property and relies on the relevant patent, trademark and other laws of the U.S. and other countries. However, PCT may be unable to prevent third parties from using its intellectual property without authorization. In addition, the laws of some non-U.S. jurisdictions, particularly those of certain emerging markets, provide less protection for PCT’s proprietary rights than the laws of the U.S. and present greater risks of counterfeiting and other infringement. To the extent PCT cannot protect its intellectual property, unauthorized use and misuse of PCT’s intellectual property could harm its competitive position and have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Reworded

Despite PCT’s efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of its technology and processes. PCT’s competitors and other third parties independently may design around or develop similar technology or otherwise duplicate PCT’s services or products such that PCT could not assert its intellectual property rights against them. In addition, PCT’s contractual arrangements may not effectively prevent disclosure of its intellectual property and confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. Measures in place may not prevent misappropriation or infringement of PCT’s intellectual property or proprietary information and the resulting loss of competitive advantage, and PCT may be required to litigate to protect its intellectual property and proprietary information from misappropriation or infringement by others, which is time consuming, expensive, could cause a diversion of resources and may not be successful.

Reworded

Climate change, or legal, regulatory or market measures to address climate change may materially adversely affect ourthe Company's financial condition and business operations.

Reworded

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to PCT’s future operations from natural disasters and extreme weather conditions, such as hurricanes, tornadoes, earthquakes, wildfires or flooding. Such extreme weather conditions could pose physical risks to PCT’s facilities and disrupt operation of PCT’s supply chain and may impact operational costs. The impacts of climate change on global resources may result in scarcity, which could in the future impact PCT’s ability to access sufficient equipment and materials in certain locations and result in increased costs.

Reworded

Additionally, concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current legal or regulatory requirements, PCT may experience increased compliance burdens and costs to meet the regulatory obligations and may adversely affect raw material sourcing, manufacturing operations and the distribution of PCT’s products. Likewise, a failure to comply with any current or future sustainability-related reporting requirements, as established by regulators in the United States,U.S., Europe, and beyond, may result in loss of business, regulatory penalties, litigation, and/or reputational damage.

Removed

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) and sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, circularity, data privacy, artificial intelligence, human capital and diversity, equity and inclusion.

Removed

The Company’s evolving efforts to develop, research, and accurately report on the implementation of a sustainability strategy may create operational risks and expenses and expose us to reputational, legal and other risks. While the Company makes statements about its ESG initiatives through information provided on its website, press statements, sustainability reports, and other communications, some of the statements may be based on hypothetical expectations and assumptions that may not be representative of current or actual risks or events or forecasts of expected risks or events, including related costs, and may not be accepted as sufficient by certain ESG-focused constituencies. Those assumptions and expectations involve risks and uncertainties, including those described under “Forward Looking Statements” and in the “Disclaimer” section in the Company’s Sustainability Reports, and may be subject to error or misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. In addition, some stakeholders may disagree with the Company's targets and objectives, and the focus of stakeholders may change and evolve over time. The Company’s failure to adopt or comply with stakeholder expectations and standards on ESG matters, comply with applicable jurisdictional ESG laws and regulations, or meet sustainability goals or contribution targets that the Company sets), could result in legal and regulatory proceedings against the Company and materially adversely affect the Company’s business, reputation, results of operations, and financial condition.

Reworded

Trade, monetary and fiscal policies, and political and economic conditions may substantially change, and credit markets may experience periods of constriction and variability. These conditions may impact PCT’s business. Further, rising or prolonged high inflation may negatively impact PCT’s business and raise its costs, specifically with respect to the construction of the AugustaPlanned FacilityFacilities and other future purificationPurification and Feed PreP facilities. In the case of sustained inflation, it could become increasingly difficult to effectively mitigate the increases to PCT’s costs. If PCT is unable to take actions to effectively mitigate the effect of the resulting higher costs, PCT’s business, financial condition, results of operations and prospects could be adversely impacted.

Reworded

Although the Federal Reserve began to reduce interest rates in late 2024,2024 through 2025, they continue to remain higher than pre-pandemic levels. The Federal Reserve may continue to hold them at their currently high rates longer than expected. Higher interest rates, coupled with reduced government spending and volatility in financial marketsmarkets, may increase economic uncertainty and affect PCT’s offtake partners, feedstock suppliers and potential customers. Similarly, the ongoing military conflict between Russia and Ukraine and the conflictcurrent instability in the Middle East has created extreme volatility in the global capitalvarious markets and could have further global economic consequences, including disruptions of the global supply chainchain, increased costs and energy markets. Furthermore, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity concerns. Any such volatility, disruptions or market-wide liquidity concerns may adversely affect PCT’s business or the third parties on whom it relies. If the equity and credit markets deteriorate, including as a result of political or economic unrest or war, it may make necessary debt or equity financing, such as the financing necessary to fully fund the construction of the AugustaPlanned Facility,Facilities, future purificationPurification facilities and currently contemplated and future Feed PreP facilities and otherwise finance PCT’s expansion, more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased or sustained inflation can adversely affect PCT by increasing its costs, including labor and employee benefit costs. In addition, higher or sustained inflation, macro turmoil, uncertainty and market-wide liquidity concerns could also adversely affect PCT’s offtake partners, feedstock suppliers and potential customers, which could have an adverse impact on PCT’s business, financial condition, results of operations and prospects.

Reworded

Risks Related to PCT’s Production of PureFive™® Resin

Reworded

The Technology is based upon generally availablegenerally-available commercial equipment to process contaminated polypropylene into clean recycled polypropylene product. While PCT has constructed the FEU to demonstrate the process using the same or similar equipment (except at a smaller scale) as the Ironton Facility, and, for the most part, the Planned Facilities, the FEU does not operate at a commercial scale. The collectiveFEU test data was used to design the Ironton Facility equipment for commercial scale and testing under the intended operating conditions and configuration for the commercial-scale operation to verify reproducibility of results including color, melt flow index, moldability (tensile modulus and other measures) and the odor of the final PCT-produced polypropylene product. While that testing indicated that the FEU can generate recycled polypropylene product thatthat, on averageaverage, meets all of its key parameter targets, PCT cannot guarantee these results will be achieved if or when the Ironton FacilityFacility, isor any of the Planned Facilities, are operating at full capacity. PCT's ability to achieve commercial-scale profitability relies on its ability to commercially scale its operations. Further, of the four quality parameters for PureFive™® resin, odor is the most difficult to characterize and measure. PCT’s goal is to generate product that will significantly reduce the odor of the offtake and be comparable or nearly comparable to virgin polypropylene with respect to level of odor, but PCT cannot guarantee that the Ironton FacilityFacility, or any of the Planned Facilities, will be capable of achieving the quality parameters of PureFive™® resin on a consistent basis to achieve profitability on a commercial scale. The Ironton Facility’sFacility’s, or any of the Planned Facilities', failure to consistently achieve the quality parameters for PureFive™® resin at higher rates could impact PCT’s business, financial condition, results of operations and prospects if the possible shortfalls versus specification are not effectively remedied per contract.

Reworded

Furthermore, each of the Thailand Facility and Belgium Facility are expected to be larger 130 million-pound per year Purification facilities and the Augusta Facility is planned to be PCT’s first scaled up multi-linescaled-up facility model.model, with an expected capacity of 300 million pounds per year. PCT is currently working on engineering for the Thailand Facility and Belgium Facility, and pre-engineering for the design and installation of multiplethe commercialscaled-up linesPurification facility at the Augusta FacilityFacility, and there is no guarantee that these efforts will be successful. If the Thailand Facility and Belgium Facility are not completed and operational, and the Augusta Facility fails to achieve the expected efficiencies, including across the construction and permitting processes, as well as fails to reduce average capital expenditures per plant and reduce overall operating costs, PCT’s business, financial condition, results of operations and prospects could be materially adversely impacted.

Reworded

PCT may not be successful in consummating strategic endeavors for the sale of PureFive™® resin products.

Reworded

PCT may not be successful in efforts to establish or consummate existing strategic endeavors, or establish such strategic partnerships and other alternative arrangements for the sale of PureFive™® resin products because PCT’s products may be deemed to be at too early of a stage of development for collaborative effort or third parties may not view PCT’s product as having the requisite potential to demonstrate commercial success.

Reworded

If PCT is unable to reach agreements with existing or future collaboratorscustomers on a timely basis, on acceptable terms or at all, PCT may have to curtail the development of PureFive™® resin products, reduce or delay the development program, delay potential commercialization, reduce the scope of any sales or marketing activities or increase expenditures and undertake development or commercialization activities at PCT’s own expense. If PCT elects to fund development or commercialization activities on its own, PCT may need to obtain additional expertise and additional capital, which may not be available on acceptable terms or at all. If PCT fails to enter into collaborations and does not have sufficient funds or expertise to undertake the necessary development and commercialization activities, PCT may not be able to further develop product candidates and PCT’s business, financial condition, results of operations and prospects may be materially and adversely affected.

Reworded

PCT’s failure to secure sufficient quantities of waste polypropylene could have a negative impact on PCT’s business, financial condition, results of operations and prospects.

Reworded

PCT’s ability to procure a sufficient quantity and quality of post-industrial and post-consumer waste that contains high levels of polypropylene as feedstock is dependent upon certain factors outside of PCT’s controlcontrol, including, but not limited to, changes to pricing levels for waste polypropylene, recycled polypropylene and non-recycled polypropylene, shortages in supply, interruptions affecting suppliers (including those due to operational restraints, industrial relations, transportation difficulties, accidents or natural disasters), or the introduction of new laws or regulations that make access to waste polypropylene more difficult or expensive. Additionally, while PCT believes it has sourced sufficient feedstock of desirable quality and with high levels of polypropylene, and that it has the ability to increase polypropylene content at its pre-processing facilities, it cannot guarantee that feedstock suppliers will have sufficient quantities available and at the appropriate specifications in accordance with their respective agreements with PCT. If feedstock is not available to PCT in sufficient quantity and of requisite quality and with high levels of polypropylene, PCT’s business, financial condition, results of operations and prospects could be materially adversely impacted.

Reworded

Because PCT’s global expansion requires sourcing feedstock and supplies and shipping product around the world (including Asia and Europe), changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect PCT’s business, financial condition, results of operations and prospects.

Reworded

PCT’s global expansion modelmodel, which includes the construction of the Planned Facilities, will require sourcing additional feedstock in the U.S. and from suppliers around the world. The U.S. federal government, the Belgian government, the Thai government orand other governmental bodies may propose changes to international trade agreements, tariffs, taxes and other government rules and regulations.regulations that would affect PCT’s global expansion model. For example, the new U.S. presidential administrationgovernment has announcedimposed substantialand expanded tariffs and other trade measures on certain foreign imports into the United States,U.S., particularly from China, Canada, and Mexico. If any restrictions or significant increases in costs or tariffs are imposed related to feedstock sourced from Asia, Europe, or elsewhere, as a result of amendments to existing trade agreements, and PCT’s supply costs consequently increase, PCT may be required to raise PureFive™® resin product prices, which may result in decreased margins, the loss of customers, and a material adverse effect on PCT’s financial results. The extent to which PCT’s margins could decrease in response to any future tariffs is uncertain. PCT continues to evaluate the impact of effective trade agreements, as well as other recent changes in foreign trade policy on its supply chain, costs, sales and profitability, which could negatively impact PCT’s business, financial condition, results of operations and prospects. Any such impact could be material.

Reworded

In conjunction with the Augusta Facility and other future purificationPurification facilities, PCT willexpects alsoto build and operate Feed PreP facilities in locations geographically near the feed sources in an effort to optimize PCT’s supply chain economics. These Feed PreP facilities are expected to employ feedstock processing systems with advanced sorting capabilities that can handle various types of plastics in addition to polypropylene (designated as no. 5 plastic), such as plastic bales between #1 and #7. There is no guarantee that the Feed PreP facilities will be successful. If the feedstock processing systems don’t operate as expected, or in a commercially viable manner or are constrained from receiving permits necessary to operate the facilities by city, country or state regulations; the Feed PreP facilities fail to achieve the expected efficiencies, including due to increased shipping costs; as well as fail to reduce average expenditures on feedstock and reduce overall operating costs, PCT’s business, financial condition, results of operations, and prospects could be materially adversely impacted.

Reworded

PCT’s Feedstock+ pricing model for offtake agreements uses a formula based on: (i) a secondary materials per pound pricing index for curbside bales divided by a fixed polypropylene yield loss modifiermodifier, plus (ii) a fixed base price per pound covering PCT’s operating and conversion costs. The Feedstock+ pricing model is designed to mitigate the impact on PCT’s operating margins by incorporating the feedstock market price fluctuations, upside and downside, into the PureFive™® price. There is no guarantee that the “Feedstock+” pricing model will be successful and that most of or all of the counterparties will enter into offtake agreements with PCT using this pricing model in sufficient numbersnumbers, or at all. Additionally, counterparties may attempt to reduce or eliminate the fixed base priceprice, which would reduce and potentially eliminate the effort to de-risk PCT’s operating margins. If PCT is unable to incorporate its “Feedstock+” pricing model into its future offtake agreements, in part or at all, or unable to negotiate a sufficiently high fixed base price or procure feedstock above the secondary materials markets pricing index, PCT’s business, financial condition, and results of operations and prospects could be materially adversely impacted.

Reworded

PCT’s processes involve the controlled use of chemicals, including flammable and combustible materials that are potentially hazardous. As a result, PCT’s operations are subject to various industrial risks, including discharges or releases of flammable or hazardous materials, dangers resulting from confined operating spaces, fires, explosions,or and mechanical failures.explosions. These risks can result in personal injury, loss of life, catastrophic damage to or destruction of property and equipment or environmental damage, and related legal proceedings, including those commenced by regulators, neighbors, or others. Additionally, PCT may not be able to timely source and install replacement parts for damaged or broken equipment, which could result in an unanticipated interruption or suspension of ouroperations operationshaving both financial and customer supply impacts, along with reputational damage and the imposition of liability. Notwithstanding PCT’s extensive safety procedures and training, relief and depressurization systems, emergency shutdown systems, safety instrumented systems and interlocks, fire and gas detection, and fire suppression systems, the risk of injury or property damage cannot be completely eliminated. While PCT believes that it maintains adequate insurance coverage, PCT cannot guarantee that it will be able to maintain adequate insurance at reasonable rates or that its insurance coverage will be adequate to cover future claims that may arise. In the event of an incident or accident, PCT’s business could be disrupted and PCT could be liable for damages, and any such liability could exceed PCT’s resources, and have a negative impact on its financial condition and results of operations. The loss or shutdown over an extended period of operations at any of PCT’s facilities or any losses relating to these risks could also have a material adverse impact on its business, financial condition, results of operations and prospects.

Reworded

Risks Related to the Market for PureFive™® Resin

Reworded

The market for PureFive™® resin is still in the development phase and the acceptance of PureFive™® resin by manufacturers and potential customers is not guaranteed.

Reworded

PCT has agreed to one or more strategic partnership term sheets to enter into offtake agreements with a term of 20 years, whereby PCT guarantees the PureFive™® resin products to meet specific criteria for color and opacity. There is no odor specification in the offtake agreements. Any such changes to the strategic partnership term sheetsheets may require modifications to PCT’s executed offtake agreements for both the Ironton Facility and the AugustaPlanned Facility.Facilities. Pursuant to the strategic partnership term sheetsheets and PCT’s executed offtake agreements, PCT must provide samples of the product to each customer so that the customer may determine if the product meets specifications, regulatory and legal requirements, the customer’s internal policies, and technical, safety, and other qualifications for PureFive™® resin use in the customer’s products. The inability of PCT to provide product of sufficient quantity and quality for sale pursuant to the offtake agreements is likely to materially adversely affect PCT’s business, financial condition, results of operations and prospects. The premium pricing depicted in recent offtake agreements may also adversely affect the acquisition of new customers. Furthermore, future market trends for recycled product, changes in brand owner strategies and changes in consumer preferences for circular or low carbon footprint products could reduce PCT’s customer’s demand for PureFive™® resin, which would be likely to materially adversely affect PCT’s business, financial condition, results of operations and prospects.

Reworded

PCT expects the price of its PureFive™® resin to continue towill command a premium over the price of virgin resin and generally not be subject to fluctuations in the price of virgin polypropylene, but there is no guarantee of this result. While most offtake agreements have been executed using the Feedstock + pricing model, certain of PCT’s legacy strategic partnership agreements’ pricing formulas for PureFive™® resin use a pricing formula based on fixed and index pricing using historical and forecast pricing for virgin resin produced from fossil fuels. If PCT is unable to modify the legacy terms to a Feedstock+ pricingpricing, or should the modeled index price for virgin resin be materially lower than the cost to produce PureFive™® resin from waste polypropylene feedstock, PCT would have to absorb the cost difference between virgin resin and PureFive™® resin production for those customers, and PCT’s business, financial condition, results of operations and prospects may be materially adversely impacted.

Reworded

PCT operates in a competitive global market for polypropylene sources — both virgin and recycled polypropylene. Competitors or new entrants might develop new products or technologies whichthat compete with PCT and its proprietary Technology. PCT cannot predict changes that might affect its competitiveness or whether existing competitors or new entrants might develop products that reduce demand for PCT’s PureFive™® resin products. The development of new products or technologies whichthat compete with PCT’s PureFive™® resin products may have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Reworded

In addition, PCT has granted a sublicense of P&G intellectual property back to P&G under the terms of the License Agreement, with a limited right to sublicense by P&G (the “Grant Back”). Under the Grant Back, for five years after theJuly effective28, date of the License Agreement,2020, the aggregate tonnage that may bewas produced under the Grant Back will bewas capped at a certain level per year worldwide. BeyondSince yearJuly 5,28, that2025, the aggregate annual tonnage will bewas expanded for each of the six regions worldwide. P&G has agreed that territory under the Grant Back will excludeexcluded the start of construction of a plant within a certain radius of the Ironton Facility foruntil fiveJuly years28, from the effective date of the License Agreement2025, and that P&G will not be bound by the tonnage limitations if certain construction and sales deadlines are not met for future facilities in other regions. If P&G is able to establish production, either on its own or through a sublicense agreement with another partner, in any territory, P&G production will remainnow be capped within that territory beyond the 5 years.territory. If P&G sublicenses the P&G intellectual property under the Grant Back to other manufacturers, the aggregate production of recycled polypropylene resin and supply to markets could increase, adversely impacting PCT’s business, financial condition, results of operations and prospects.

Reworded

In addition to sales through distributors, PCT’s current business model is reliant on sales directly to companies that value sustainability. The process for obtaining customer acceptance of PureFive™® resin as a substitute and/or replacement for traditional virgin or mechanically recycled polypropylene, and the ability to sell into a customer’s supply chain, is typically dependent upon the successful trials from one or more samples of PCT’s PureFive™® resin. These trials could take an extended period of timetime, depending upon the application into which the PCT’s PureFive™® resin will be used. The ability for PCT to fund its operations and service its debt requirements is highly dependent upon PCT’s ability to develop meaningful commercial sales directly to customers. The failure to obtain timely customer approval and extended delays in customers’ adoption of PCT’s PureFive™® resin as a substitute for a customer’s existing polypropylene supplies may have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Reworded

PCT may not be able to meet applicable regulatory requirements for the use of PCT’s PureFive™® resin in food gradefood-grade applications, and, even if the requirements are met, complying on an ongoing basis with the numerous regulatory requirements applicable to the PureFive™® resin and PCT’s facilities will be time-consuming and costly.

Reworded

The use of PureFive™® resin in food gradefood-grade applications is subject to regulation by the FDA. The FDA has established certain guidelines for the use of recycled plastics in food packaging, as set forth in the “Guidance for Industry - Use of Recycled Plastics in Food Packaging: Chemistry Considerations (August 2006).” In order for the PureFive™® resin to be used in food gradefood-grade applications, PCT willmay request one or more LNOs from the FDA, as described in Government Regulation - FDA Requirements in Item 1.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

Heads-up: the two versions of this section differ a lot in length (13,186 vs 4,833 words). That can mean the company reorganized its report or that our automatic section detection picked up the wrong boundaries. Please check the original filings before relying on this comparison.
49new paragraphs
147removed paragraphs
20reworded paragraphs
13,186 → 4,833words in section

New heading “Write-down of Long-Lead Equipment”

New heading “Change in Fair Value of Warrants”

New heading “Other Income, Net”

New heading “Provision/(Benefit) for Income Taxes”

New heading “Comparison of the Years Ended December 31, 2025 and 2024”

Removed heading “The Feedstock Evaluation Unit”

Removed heading “The Ironton Facility”

Removed heading “The Research and Development Lab”

Removed heading “The Augusta Facility”

Removed heading “Feedstock Pricing”

Removed heading “PreP Facilities”

Removed heading “Future Expansion”

Removed heading “Comparison of the years ended December 31, 2024 and 2023”

Removed heading “Revenue Bonds Issued to Related Party”

Removed heading “Sylebra Credit Facility”

Removed heading “Equipment Financing”

Removed heading “CSC Leasing Co.”

Removed heading “Varilease Finance, Inc.”

Removed heading “The Pure Plastic Term Loan Facility”

Removed heading “Financial Assurance”

Removed heading “Public and Private Warrants”

Removed heading “Series A Warrants”

Removed heading “Series B Warrants”

Removed heading “Series C Warrants”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: bankruptcy, default, fine, breach
“The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. …”
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Removed text topics: bankruptcy, default, breach, covenant
“The Master Lease Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. …”
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Removed text topics: bankruptcy, default, covenant
“In connection with the issuance of the Notes, the Company entered into an Indenture, dated August 24, 2023 (the “Indenture”), with U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. …”
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Removed text topics: fine, covenant, liquidity
“Further, on March 5, 2024, PureCycle Technologies LLC ("PCT LLC") purchased 99% of the outstanding Revenue Bonds (as defined below). Since the purchase of the outstanding Bonds, PCT has, through a series of transactions described below, resold $116.8 million of Bonds at a purchase price of $800 per $1,000 principal amount. As of December 31, 2024, there were $117.6 million of outstanding Bonds that PCT intends to, and has the ability to, re-market based on the need for additional liquidity. …”
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New text topics: going concern, liquidity
“Our ability to continue as a going concern longer term is dependent on continued improvement in operations at the Ironton Facility, which is the first commercial-scale recycling facility, the commercialization of our PureFive® resin product, and the successful construction and sale of product from our planned future Augusta, Thailand and Belgium Facilities. We continue to evaluate different strategies and may pursue additional actions to further increase our liquidity position.”
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Removed text topics: going concern, liquidity
“PCT believes that its current level of unrestricted liquidity is not sufficient to fund operations, outstanding commitments, and further its future growth plans. The conditions described above raise substantial doubt regarding PCT’s ability to continue as a going concern for a period of at least one year from the date of issuance of the consolidated financial statements included in this Annual Report on Form 10-K.”
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Reworded

The following discussion and analysis provides information whichthat PCT’sour management believes is relevant to an assessment and understanding of PCT’sour consolidated results of operations and financial condition. The discussion should be read together with the audited consolidated financial statements, together with related notes thereto, included elsewhere in this Annual Report on Form 10-K. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we”, “us”, “our”, "PCT", and “the Company” are intended to mean the business and operations of PCT and its consolidated subsidiaries.

Reworded

PureCycleWe Technologies, Inc. (“PCT” or “Company”) isare a Florida-based corporation focused on commercializing a patented dissolution recycling technology to physically separate the polymer from other plastics, color, odors and contaminantsimpurities (the “Technology”), originally developed by The Procter & Gamble Company (“P&G”), for restoring waste polypropylene into resin, called PureFive™® resin, which has similar properties and applicability for reuse as virgin polypropylene. PCTWe hashave a global license for the Technology from P&G.G, Inwhich Aprilwas 2023,amended weduring certified2025 to permanently waive the Irontonpossible Facilityclawback asof mechanicallyour complete.exclusivity for plants located in North America and extend the time in which our plants must begin construction and commence sales in other regions to avoid a clawback of exclusivity under the license agreement. We expect to have capacity of approximately 107 million pounds per year when fully operational. Commissioning activities are ongoing, but the plant is not yet operating at the expected full capacity. PCT’s goal is to createintroduced an important new segment ofto the global polypropylene market that will assist multinational entitiescorporations in meeting their sustainability goals,goals as well as federal and state regulations and mandates, providing consumers with polypropylene-based products that are sustainable, and reducing overall polypropylene waste in the world’s landfills and oceans.

Reworded

PCT’sOur process includes the following steps:

Added

Feed PreP collects, sorts, and prepares polypropylene waste (“feedstock”) for Purification.

Removed

Feed Pre-Processing (“Feed PreP”) collects, sorts, and prepare polypropylene waste (“feedstock”) for purification. The purification step is a dissolution process that uses a combination of solvent, temperature, and pressure to return the feedstock to near-virgin condition through a novel configuration of commercially available equipment and unit operations.

Reworded

Purification is a dissolution recycling process that uses a combination of solvent, temperature, and pressure to return the feedstock to near-virgin condition through a novel configuration of commercially availablecommercially-available equipment and unit operations. The purificationPurification process puts the plastic through a physical extraction process using supercritical fluids that both extract and filter out other plastics and additives to purify the color, opacity,opacity and odor of the plastic without changing the bonds of the polymer. By not altering the chemical makeup of the polymer, thewe Company isare able to use significantly less energy and reduce production costs as compared to virgin resin.

Reworded

CompoundingCompounding, which involves blending our resin with either virgin resin or additives, is a step whichthat can be used on a case-by-case basis. Compounding allows for the modification of the resin to meet the end-user’s qualifications with melt flow, flexibility, clarityclarity, color and strength being some of the properties that can be tailored through compounding.

Added

During 2025, we completed various capital raises to fund operations and to fund future capital requirements for facilities expansion. In February 2025, we entered into subscription agreements (the "Offering") with certain investors in a private placement for an aggregate of 4,091,293 shares of our Common Stock at a price of $8.0655 per share. The gross proceeds from the Offering were approximately $33.0 million, before deducting fees and other estimated offering expenses. Further, during 2025, we sold $41.9 million in aggregate par amount of Southern Ohio Port Authority Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series ("Series A Bonds") owned by PCT LLC at a price of $880 per $1,000 principal amount under a bond purchase agreement, for net proceeds of $36.9 million.

Added

In June 2025, we sold $300.0 million in aggregate amount (before deducting placement agent fees and other offering expenses) of Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series B Convertible Perpetual Preferred Stock”) to various investors, including related parties, in a private placement transaction.

Added

In June 2025, we outlined our future growth plans to increase our installed capacity, which includes the following:

Added

We announced that we will begin construction of a 130 million pound per year polypropylene recycling facility in Thailand (the "Thailand Facility"). We will be working with IRPC Public Company Limited ("IRPC") at IRPC’s eco-industrial zone in Rayong, Thailand. IRPC is an integrated petrochemical operator in Southeast Asia. Its production structure comprises petroleum and petrochemical complexes, complete with utilities and infrastructure supporting the operations, including a deep-sea port, oil depots and power plants. We intend to leverage this existing site infrastructure to reduce the costs of certain construction activities. The permitting process has begun for this site, and the Thailand Facility is expected to become operational in late 2027.

Added

We also plan to construct a 130 million pound per year polypropylene recycling facility at our Antwerp, Belgium site (the "Belgium Facility"). We are currently drafting the permit application in Belgium and plan to submit our permit application with the relevant authorities (Province of Antwerp) in 2026. The Belgium Facility is projected to become operational in mid to late 2028.

Added

We have modified our original plans for the facility in Augusta, Georgia (the "Augusta Facility") to build a single-line Purification facility, designed to produce 300 million pounds per year of recycled polypropylene. The design of the larger Purification facility is in process and will incorporate learnings from our Ironton Facility. The Augusta Facility is planned to be integrated with pre-processing ("PreP") and compounding assets. We expect to have the expanded Purification line at the Augusta Facility operational by 2030. It is possible that additional, scaled-up lines could be added to the Augusta Facility at a later date.

Removed

The Feedstock Evaluation Unit

Removed

The FEU is an 11,000 square foot facility located adjacent to the commercial line at the Ironton Facility with over 1 mile of stainless-steel piping. The facility was completed in July 2019 and has been producing PureFive™ resin since that time. The FEU is considered a pilot scale replica of the larger commercial line at the Ironton Facility.

Removed

The Ironton Facility

Removed

Located on the same site as the FEU, PCT commenced construction in October 2020 of its first commercial-scale plant, the Ironton Facility. PCT commenced commissioning activities at the Ironton Facility in April 2023, and later in 2023, PCT achieved mechanical completion of the plant and commenced pellet production from post-industrial and post-consumer materials. The Ironton Facility is expected to have PureFive™ resin capacity of approximately 107 million pounds per year when fully operational. While the facility is currently operational, PCT is pacing production with the level of anticipated commercial sales, while working on improving reliability and product quality. During 2024, the Company initiated compounding operations to blend its resin with either post-industrial recycled material or virgin polypropylene, which is expected to improve product consistency and accelerate the product delivery to customers. Currently, PCT is focused on customer sampling and qualifications and believes that this will lead to meaningful future sales.

Removed

PCT has experienced intermittent mechanical challenges during the commissioning process including, but not limited to, limits in the rates at which certain contaminants can currently be removed from the purification process, as well as challenges with sustaining continuous operations. Recently, PCT has been focused on the recovery and removal of polyethylene and other solids (“CP2”), which impacts the ability to run higher volumes and produce consistent, high quality PureFive™ resin. PCT has modified the CP2 removal system to remove higher volumes of CP2 more quickly and believes these changes enable us to produce higher volumes of on-spec product. The Company is currently testing the system improvements at various operating conditions to validate the new limits.

Removed

The Research and Development Lab

Removed

The lease for the Company's research and development lab in Durham, North Carolina commenced in 2023 and the facility opened in 2024. The lab is instrumental in developing cutting-edge analytical techniques to characterize polymer-solvent interaction in supercritical fluids, advancing fundamental process understanding to target hard to recycle polypropylene materials, generating insights into process modifications that drive energy reduction and capital expenditure reductions for future plant sites, leveraging research and development analytical techniques and expertise to allow industries with traditionally low recycling rates to adopt recycled polypropylene material, and supporting zero-waste efforts by engaging third parties to utilize Co-Product 1 and CP2.

Removed

The Augusta Facility

Removed

In July 2021, PCT reached an agreement with the Augusta Economic Development Authority (“AEDA”) to build its first U.S. facility with multiple lines for both Feed PreP and purification (“multi-line facility”) in Augusta, Georgia (the “Augusta Facility”). PCT expects the approximately 200-acre location to eventually include up to eight production lines, which are expected to collectively have PureFive™ resin production capacity of approximately 1 billion pounds per year. When fully operational, each purification line at the Augusta Facility is expected to have annual production capacity of approximately 130 million pounds of PCT’s PureFive™ resin. PureCycle has allocated 40% of the Augusta Facility output for Lines 1 and 2 to existing customers and expects that additional offtake agreements will continue to be negotiated.

Removed

On June 30, 2023, PCT and the AEDA executed an Economic Development Agreement (“EDA”) related to the Company’s plans to construct the Augusta Facility. Pursuant to the AEDA, PCT expects to receive certain property tax abatement benefits as well as certain other incentives, including site infrastructure development assistance (“Incentive Benefits”). In order to receive the Incentive Benefits under Phase One (as defined below) of the Augusta Project, PCT will be obligated to create 82 full-time jobs with investments of at least $440 million no later than December 31, 2026. Through December 31, 2024, PCT has invested approximately $114.0 million for pre-construction engineering and long-lead equipment for the benefit of Phase One investments. If PCT elects to activate the second phase of the Augusta Project, PCT will be required to create an additional 25 full-time jobs and investments of $295 million no later than December 31, 2028. To the extent PCT fails to achieve an average of 80% of the jobs and investment commitments in any year over the 20-years of each phase, PCT will be required to make a repayment to the AEDA of a pro rata portion of the total value of the Incentive Benefits received by PCT in such year.

Removed

Also on June 30, 2023, PCT entered into a series of agreements with the AEDA to construct phase one (“Phase One”) of the Augusta Facility. PCT is leasing 150 acres of land (“Real Property”) owned by the AEDA and will construct buildings, building equipment, and other structures (the “Improvements”) on the land. PCT will also acquire and install the necessary processing, warehousing, and other equipment, as well as conveyors and pipelines (the “Equipment”, together with the Real Property and the Improvements, the “Augusta Project”). The Improvements and Equipment will be transferred to the AEDA and leased back by PCT. As noted above, PCT anticipates that the first portion of Phase One will consist of one purification line. Also as noted above, construction of the first purification line must be completed by December 31, 2026.

Removed

The legal sale-leaseback structure provides the Incentive Benefits to PCT as lessee of the Augusta Project. PCT will remain the owner of the Improvements and Equipment for accounting purposes during the term of the lease as PCT will have the right to acquire title to the Augusta Project for a nominal amount during the term and at the conclusion of the arrangement, which has an initial expiration date in 2044. The payments PCT makes to the AEDA during the term of the arrangement are not otherwise expected to be material.

Removed

In November 2024, the Company commenced early works construction activities including site clearing and grading. When early works are successfully completed, expected next steps should include underground utility installation, piling, and foundations. Pursuant to the EDA, PCT must continue construction progress on the first purification line under the first phase of the Augusta Project during 2025 or risk losing certain future Incentive Benefits. While the Company believes it has satisfied the contractual obligations regarding financing and construction of Phase One to date, the AEDA believes that it could seek to terminate the lease if PCT does not demonstrate further progress on Phase One. Market conditions remain challenging and have created uncertainty as to the timing or likelihood of success of the currently anticipated project financing for the Augusta Facility. As a result, PCT is currently pursuing various structures for project financing of the Augusta Facility. While PCT remains confident in its ability to finance the Augusta Facility, it is limiting its expenses and adjusting its timeline in light of this uncertainty. If PCT is unable to raise additional debt or equity, when desired, or on terms favorable to PCT, PCT’s business, financial condition, and results of operations would be adversely affected.

Removed

Feedstock Pricing

Removed

PCT sees a robust pipeline of demand for its recycled polypropylene and PCT is seeing market acceptance of its “Feedstock+” pricing model for its PureFive™ resin. The Feedstock+ pricing model divides the market cost of feedstock by a set yield-loss and adds a fixed price, which effectively passes on the cost of feedstock and de-risks PCT’s operating margin volatility.

Removed

For the Ironton Facility, PCT’s feedstock price was linked, in part, to changes in the Chemical Market Analysis, the index for virgin polypropylene, a price schedule that contained a fixed, collared price around an index price range, which was further adjusted based on the percentage of polypropylene in the feedstock supplied. For the Augusta Facility and future purification facilities, PCT plans to link the feedstock price, in part, to the price of a #5 plastic bale of polypropylene as reported by recyclingmarkets.net (“Feedstock Market Pricing”). PCT will procure both feedstock in line with Feedstock Market Pricing as well as low value feedstocks that can be processed by PCT, below Feedstock Market Pricing for the Augusta Facility.

Removed

PreP Facilities

Removed

PCT has installed a feedstock processing system with advanced sorting capabilities that can handle various types of plastics in addition to polypropylene (designated as #5 plastic). PCT’s enhanced sorting should allow PCT to process plastic bales between #1 and #7. PCT’s Feed PreP facilities extract polypropylene used in PCT’s purification process, while the non-polypropylene feed will be sorted, baled, and subsequently sold on the open market.

Removed

PCT has built a Feed PreP facility in Denver, Pennsylvania ("Denver Facility"), which began operating in October 2024, to provide the required mix and quality of feedstock necessary to meet its offtake requirements at the Ironton Facility.

Removed

In conjunction with the Denver Facility, PCT also plans to build and operate Feed PreP facilities in locations geographically near the feed sources to optimize PCT’s supply chain economics. During the third quarter of 2022, PCT experienced challenges obtaining the necessary water and sewer permits to construct its first planned Feed PreP facility in Central Florida. PCT is currently pursuing legal remedies with regard to its obligations for the remaining 8 years of its 11-year lease agreement for the Central Florida facility. PCT is also evaluating alternative preprocessing sites in other locations.

Removed

On September 10, 2021, PCT filed for a FDA LNO for Conditions of Use A – H. Conditions of Use describe the temperature and duration at which a material should be tested to simulate the way the material is intended to be used. Conditions of Use C – H address many consumer product packaging requirements, including applications for hot filled and pasteurized, as well as room temperature, refrigerated and frozen applications. Generally speaking, Conditions of Use A and B relate to extreme temperature applications. The LNO submission also defines the feedstock sources for the Company’s planned commercial recycling process, and this LNO submission pertained to (i) food grade post-industrial recycled feedstocks and (ii) food grade curbside post-consumer recycled feedstocks.

Removed

On September 6, 2022, PCT received two separate notifications from the FDA with respect to the following two feedstock sources:

Removed

(i) Food grade post-industrial recycled feedstocks: an FDA LNO for approving Conditions of Use A – H and (ii) Food-grade post-consumer recycled feedstock from stadiums: an FDA LNO for Conditions of Use E – G.

Removed

On June 11, 2024, the Company received an additional LNO from the FDA, which expands upon the previous LNO and allows use of PCT's PureFive™ resin (to the extent made from food grade post-consumer recycled material) in contact with all food types under FDA's Conditions of Use A through H.

Reworded

The Company’sOur FDA foodfood-contact contactgrade gradesresins areare, subject to certain conditions, capable of being used for all food types per the conditions of useCOUs listed and per all applicable authorizations in the food contact regulations listed in the 21 CFR (Code of Federal Regulations, Title 21).regulations.

Added

During 2025, we received additional FDA LNOs, which expand upon previous LNOs and allows our PureFive® resin to be produced under a broader range of process conditions. These broader conditions allow for greater flexibility and reduced energy usage in the Purification process. Subject to operating under these process conditions, our resin can be used in articles in contact with all types of food under FDA’s COU "A" (“high temperature heat-sterilized”) through "H" (“frozen or refrigerated storage: ready-prepared foods intended to be reheated in containers at time of use”), provided the feedstock comes from food-contact articles and complies with all applicable authorizations.

Reworded

TheWe Company isare conducting additional testing and plansplan to make further LNO submissions for additional post-consumer recycled feedstock sources and expanded Conditions of Use.COUs.

Removed

Future Expansion

Removed

On January 17, 2023, the Company announced its first European purification facility is planned to be in Antwerp, Belgium. The Company is also planning to expand its production capabilities into Asia through negotiation of joint ventures with Mitsui & Co. Ltd. in Japan for in-country production and sales. Future expansion is dependent on successful completion of project financing.

Added

Our revenue is primarily generated from the sale of recycled and compounded polypropylene resin pellets or co-products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership. Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer. Net sales revenue is recognized on the net amount expected to be received by the Company from the customer.

Removed

PCT generated an immaterial amount of revenue during 2024 but has not yet reached significant continuous operational volumes at the Ironton Facility or significant revenue generation.

Reworded

Operating expenses to date have consisted mainly of personnel costs (including wages, salaries and benefits) and other costs directly related to operations at PCT’sour operating facilities, including feedstock, rent, depreciation, repairs and maintenance, utilities and supplies. Costs attributable to the design and development of the Ironton Facility, Augusta Facility, and Feed PreP facilities in Central Florida and Denver, Pennsylvania, are capitalized and, when placed in service, will be depreciated over the expected useful life of the asset. We expect our operating costs to increase as we continue to scale operations and increase headcount.

Reworded

Research and development expensesexpense consistconsists primarily of costs related to the development of the Technology, the facilities and equipment that will use the Technology to purify recycled polypropylene, and the processes needed to collect, sort, and prepare feedstock for purification.Purification. These include mainly personnel costs, depreciation for long-lived assets, third-party consulting costs, and the cost of various recycled waste. We expect our researchResearch and development expenses toinclude increaseevaluation for the foreseeable future as we increase investment in feedstock evaluation, including investment inof new front-end feedstock mechanical separators to improve feedstock purity and increase the range of feedstocks PCTwe can process economically. In addition, we are increasing our in-house feedstock analytical capabilities, which will include additional supporting equipment and personnel.

Reworded

Selling, general and administrative expensesexpense consistconsists primarily of personnel-related expenses for our corporate, executive, finance and other administrative functions and professional services, including legal, audit and accounting services. AsCosts ourattributable businessto grows,the design and development of the Feed PreP and Purification facilities are capitalized and, when placed in service, depreciated over the expected useful life of the asset through selling, general and administrative expense. We expect our selling, general, and administrative expenses may increase, and they may alsoto increase asfor athe resultforeseeable of operatingfuture as awe publicscale company, including complianceheadcount with the rulesgrowth of our business and regulationsbuild offuture thePurification-related SEC, legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.facilities.

Removed

The following table summarizes our operating results for the years ended December 31, 2024, 2023 and 2022:

Added

The following table summarizes our operating results for the years ended December 31, 2025 and 2024:

Added

Revenues

Added

The Company reported approximately $8.4 million and no revenues during the years ended December 31, 2025 and 2024, respectively. The Company is currently in various stages of customer application trials, which is anticipated to generate revenue growth in future periods.

Reworded

OperatingCost Costsof Operations

Added

Cost of operations increased approximately $23.6 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. Cost of operations for the year ended December 31, 2025 included approximately $16.3 million of higher production-related costs due to the ramp-up in production that occurred during the year, a $3.7 million loss on disposal of fixed assets, and $3.1 million of higher facilities costs attributable to the opening of our Feed PreP facility in Denver, Pennsylvania in September of 2024, and the expansion of offsite storage and processing space.

Removed

The increase was attributable to higher depreciation expense related to assets supporting operations of $15.6 million due primarily to a full year of depreciation in 2024 after placing the Ironton Facility assets into service in the second quarter of 2023; increased operational site costs of $12.8 million related operating the Ironton Facility for a full year in 2024; increased employee costs of $2.3 million, increased rent for operating facilities of $2.0 million, primarily as a result of the lease of the Denver PreP facility; and $0.6 million of other net increases partially offset by $3 million lower professional fees primarily related to engineering services related to the Ironton Facility in 2023.

Added

Research and development expenses decreased approximately $0.6 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. This decrease was primarily driven by $0.8 million of lower employee costs and $0.1 million of lower operational site costs, partially offset by $0.3 million of higher research and development activities.

Removed

The decrease in research and development expenses was primarily due to $0.3 million decreased research and development activities, $0.2 million decrease in operational site costs related to facilities used in research and development, partially offset by $0.2 million increase in rent and $0.1 million increase in employee costs related to higher headcount of employees aligned to research and development activities.

Added

Selling, general and administrative expenses increased approximately $6.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. This increase was primarily driven by $9.0 million of higher professional services and contract labor driven by preliminary planning and design work for our Thailand Facility, Belgium Facility and Augusta Facility, and $3.5 million of higher employee-related expenses, including a special equity-based compensation grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant, partially offset by approximately $5.4 million of lower legal costs mostly as a result of settlement of outstanding cases in the prior year.

Added

Write-down of Long-Lead Equipment

Added

We intend to construct new polypropylene recycling facilities in Thailand and Belgium, and construct a Purification facility at our Augusta, Georgia location that we are in the process of re-designing to be a larger Purification facility that incorporates learnings from our Ironton Facility. We have undertaken an initial evaluation of certain long-lead equipment that was previously purchased for the Augusta Facility (and recorded as construction in progress) for use in the redesigned Augusta Facility, or used in the construction of the Thailand Facility or Belgium Facility, or for spare parts for our Ironton Facility. As a result of this evaluation, we recognized a $15.1 million write-down of equipment during the year ended December 31, 2025. As we continue to develop the design plans for our Planned Facilities, there potentially could be additional write-downs as we make final evaluations and determinations as to what purchased equipment will or will not be used in the construction of these facilities.

Removed

The increase was attributable to $5.1 million of higher professional, legal, and public company expenses primarily related to the revenue bonds repurchase and subsequent resell and $1.5 million of increased insurance costs; partially offset by decreased employee costs of $3.1 million, primarily due to headcount reductions in 2023 and the related 2024 reduction in wages and bonuses; $0.5 million of decreased equity-based compensation, $0.8 million in reduced taxes and licensure expenses, and $0.5 million in other SG&A costs.

Showing the first 60 of 216 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-06 (period ending 2026-06-30) with 10-Q filed 2026-05-06 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

116new paragraphs
1removed paragraphs
0reworded paragraphs
28 → 10,902words in section

New heading “Risks Related to PCT’s Status as a Low-Revenue Early Commercial-Stage Company”

New heading “PCT is a low-revenue early commercial-stage company that has incurred operating losses since inception, and expects to continue to incur operating losses and PCT may never achieve or sustain operating profitability, which depends on the successful commercialization and scale-up of PureFive® resin products, and any other products PCT may develop in the future, to scale in the U.S., Europe, Asia and other territories.”

New heading “PCT’s operations are substantially dependent on intellectual property licensed from P&G under the License Agreement, and any termination, conversion or impairment of such license could have a material adverse effect on PCT’s business.”

New heading “PCT’s substantial indebtedness, restrictive covenants, and potential inability to obtain additional financing could materially and adversely affect its business, financial condition, results of operations and prospects.”

New heading “PCT faces risks and uncertainties related to litigation, regulatory actions and investigations.”

New heading “Risks Related to PCT’s Operations”

New heading “If PCT is unable to consistently execute capital investment projects to cost and schedule, and to achieve and sustain targeted production volumes, yields, uptime, quality and economics at the Ironton Facility, the Company’s economic viability and ability to raise capital could be materially and adversely impacted, and construction of one or more additional PreP and Purification facilities may be delayed or abandoned.”

New heading “Delays in commissioning and obtaining an independent engineer’s certificate of operational performance at the Ironton Facility or any new project could severely impact PCT’s business, financial condition, results of operations and prospects.”

New heading “PCT currently relies on a single facility for all of its operations, and its business is not diversified.”

New heading “Cybersecurity incidents and the failure to maintain the integrity of PCT’s systems or infrastructure, or those of third parties with which PCT does business, could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.”

New heading “PCT may be unable to sufficiently protect its proprietary rights and may encounter disputes from time to time relating to its use of the intellectual property of third parties.”

New heading “Climate change, or legal, regulatory or market measures to address climate change may materially adversely affect the Company’s financial condition and business operations.”

New heading “PCT may be negatively impacted by volatility in the political and economic environment, which could have an adverse impact on PCT’s business, financial condition, results of operations and prospects.”

New heading “Risks Related to PCT’s Production of PureFive® Resin”

New heading “There is no guarantee the Technology is scalable to commercial-scale profitability.”

New heading “PCT may not be successful in consummating strategic endeavors for the sale of PureFive® resin products.”

New heading “PCT’s failure to secure sufficient quantities of waste polypropylene could have a negative impact on PCT’s business, financial condition, results of operations and prospects.”

New heading “Because PCT’s global expansion requires sourcing feedstock and supplies and shipping product around the world (including Asia and Europe), changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect PCT’s business, financial condition, results of operations and prospects.”

New heading “There is no guarantee the Feed PreP facilities will be viable or achieve the expected efficiencies.”

New heading “There is no guarantee the “Feedstock+” pricing model will be successful or adopted broadly across PCT’s offtake agreements. For those agreements where selling prices remain linked to virgin polypropylene price indices, PCT’s feedstock, PreP, energy, logistics and plant costs may not move commensurately, which may result in margin compression or elimination in low oil price environments.”

New heading “PCT is subject to many hazards and operational risks at its manufacturing facility that can result in potential injury to individuals, disrupt its business, and subject PCT to liability and increased costs, any of which could have a material adverse effect on PCT’s business, financial condition and results of operations.”

New heading “Risks Related to the Market for PureFive® Resin”

New heading “The market for PureFive® resin is still in the development phase and the acceptance of PureFive® resin by manufacturers and potential customers is not guaranteed.”

New heading “Certain of PCT’s offtake agreements are subject to index pricing, and fluctuation in index prices may adversely impact PCT’s financial results.”

New heading “Competition could reduce demand for PCT’s products or negatively affect PCT’s sales mix or price realization, and failure to compete effectively could materially and adversely affect PCT’s business, financial condition, results of operations and prospects.”

New heading “Delays in direct customer commercial sales and customer qualification and application-conversion may adversely impact PCT’s financial results.”

New heading “Risks Related to Regulatory Developments”

New heading “PCT may not be able to meet applicable regulatory requirements for the use of PCT’s PureFive® resin in food-grade applications, which are feedstock-specific, jurisdiction-specific and application-specific, and, even if the requirements are met, complying on an ongoing basis with the numerous regulatory requirements applicable to the PureFive® resin and PCT’s facilities will be time-consuming and costly.”

New heading “Legislative, regulatory or judicial developments could affect PCT’s business, financial condition, results of operations and prospects.”

New heading “Risks Related to Human Capital Management”

New heading “PCT is dependent on management and key personnel, and PCT’s business would suffer if it fails to retain its key personnel and attract additional highly skilled employees.”

New heading “Risks Related to PCT's Common Stock”

New heading “PCT’s revenues, results of operations and cash utilization may fluctuate significantly from period to period.”

New heading “Certain current and former stockholders of PCT have the right to elect a certain number of directors to PCT’s board of directors (the “Board”).”

New heading “Future offerings of debt or offerings or issuances of equity securities by PCT may adversely affect the market price of PCT’s Common Stock or otherwise dilute all other stockholders.”

New heading “The conversion of some or all of the remaining $34.0 million in aggregate principal amount at maturity of the Green Convertible Notes (as of June 30, 2026) or the Series B Convertible Perpetual Preferred Stock issued to certain investors pursuant to binding subscription agreements entered into on June 16, 2025 (the “Convertible Preferred Shares”) may dilute the ownership interests of holders of the Company's Common Stock.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: default, liquidity, russia, ukraine
“Although the Federal Reserve began to reduce interest rates in late 2024 through 2025, they continue to remain higher than pre-pandemic levels. The Federal Reserve may continue to hold them at their currently high rates longer than expected. Higher interest rates, coupled with reduced government spending and volatility in financial markets, may increase economic uncertainty and affect PCT’s offtake partners, feedstock suppliers and potential customers. …”
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New text topics: litigation, lawsuit, fine, penalt
“PCT is subject to an increasing number of information technology vulnerabilities, threats and targeted computer crimes that pose a risk to the security of its systems and networks and the confidentiality, availability and integrity of data. …”
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New text topics: tariff, regulation
“Because PCT’s global expansion requires sourcing feedstock and supplies and shipping product around the world (including Asia and Europe), changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect PCT’s business, financial condition, results of operations and prospects.”
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New text topics: litigation, penalt, regulation, climate
“Additionally, concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current legal or regulatory requirements, PCT may experience increased compliance burdens and costs to meet the regulatory obligations and may adversely affect raw material sourcing, manufacturing operations and the distribution of PCT’s products. …”
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New text topics: investigation, litigation
“PCT faces risks and uncertainties related to litigation, regulatory actions and investigations.”
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New text topics: tariff, china, supply chain, regulation
“PCT’s global expansion model, which includes the construction of the Planned Facilities, will require sourcing additional feedstock in the U.S. and from suppliers around the world. The U.S. federal government, the Belgian government, the Thai government and other governmental bodies may propose changes to international trade agreements, tariffs, taxes and other government rules and regulations that would affect PCT’s global expansion model. For example, the U.S. …”
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Full comparison: every changed paragraph (117)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

In connection with the Convertible Senior Notes Offering and the 2026 Common Stock Offering during June 2026 as described above, we filed a current report on Form 8-K on June 11, 2026 that expanded and clarified our risk factors. You should carefully review this section in addition to the other information appearing in this Quarterly Report on Form 10-Q and in our most recent Annual Report on Form 10-K, including the Company's consolidated financial statements and related notes thereto, for important information regarding risks and uncertainties that affect the Company. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties that the Company is unaware of, or that are not currently believed to be material, may also become important factors that adversely affect the Company's business. If any of the following risks actually occur, the Company's business, financial condition, results of operations and future prospects could be materially and adversely affected.

Added

Risks Related to PCT’s Status as a Low-Revenue Early Commercial-Stage Company

Added

PCT is a low-revenue early commercial-stage company that has incurred operating losses since inception, and expects to continue to incur operating losses and PCT may never achieve or sustain operating profitability, which depends on the successful commercialization and scale-up of PureFive® resin products, and any other products PCT may develop in the future, to scale in the U.S., Europe, Asia and other territories.

Added

PCT has incurred operating losses since inception, and expects to continue to incur operating losses as it continues to commercialize and scale up its PureFive® resin products. PCT relies principally on the commercialization of its PureFive® resin, and any other products PCT may develop in the future, to generate revenue growth. This includes establishing sales, marketing and distribution capabilities to effectively market and sell PureFive® resin products in the U.S., Europe, Asia, and in other territories; expanding the number of Purification plants and Feed PreP facilities; and maintaining and growing relationships with offtake partners, feedstock suppliers, customers, and other strategic partners. Achieving these objectives also requires procuring and maintaining all required regulatory approvals.

Added

Market uncertainties, particularly related to demand for PureFive® resin, and any other products PCT may develop in the future, pricing dynamics and feedstock costs, make it difficult to predict the timing or amount of increased expenses or the timing, if ever, of achieving profitability. If demand for PureFive® resin products does not grow as anticipated, or if PCT cannot secure sufficient feedstock, offtake commitments or favorable pricing, revenue levels may not increase as expected. Even if adoption improves, adverse market conditions, cost pressures or execution risks may prevent PCT from generating sufficient revenue to achieve or sustain profitability. PCT currently has no other material lines of business or sources of revenue beyond PureFive® resin products, and this lack of diversification may limit its ability to adapt to changing business conditions and could adversely affect its business, financial condition, results of operations and prospects.

Added

PCT’s operations are substantially dependent on intellectual property licensed from P&G under the License Agreement, and any termination, conversion or impairment of such license could have a material adverse effect on PCT’s business.

Added

PCT’s operations are substantially dependent on the continued validity and enforceability of the intellectual property licensed from P&G under the Amended and Restated License Agreement, dated July 28, 2020, by and between PureCycle Technologies LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of PCT (“PCT LLC”), and P&G, as amended (the “License Agreement”). Pursuant to the License Agreement, P&G has granted PCT a license to utilize certain P&G intellectual property. The License Agreement sets forth certain construction and sales deadlines for future facilities outside North America, which, if missed, could result in (i) a termination of the license granted under the License Agreement (if PCT is unable to make PureFive® resin at certain production volumes and at certain prices within a certain time frame) or (ii) conversion of the license to a non-exclusive license (if PCT is unable or unwilling to provide P&G with PureFive® resin at certain prices from the first plant). In the event the License Agreement is terminated or converted to a non-exclusive license, this could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Added

If the P&G license is converted to a non-exclusive license following a failure to comply with the terms of the License Agreement, PCT could face competition in the future from new market entrants or existing competitors expanding their business. If the License Agreement is terminated, PCT would not have the right to utilize the P&G intellectual property that underpins the patented dissolution recycling technology for polypropylene that physically separates the polymer from other plastics, colors, odors and impurities, and the production of PureFive® resin, and PCT’s business, would not be viable unless PCT is able to develop an alternative technology. PCT has limited ability to control the prosecution, maintenance or enforcement of the underlying P&G intellectual property, and P&G may make decisions regarding such intellectual property that are adverse to PCT’s interests. Any improvements to the licensed technology developed by PCT may be subject to ownership or licensing provisions that limit PCT’s ability to exploit such improvements independently. In addition, PCT’s compliance with the terms of the License Agreement, including sublicensing limitations, quality standards and reporting obligations, is an ongoing obligation, and any breach, whether actual or alleged, could give rise to a termination right or other remedies in favor of P&G. PCT’s dependence on third-party-owned technology means that any challenge to, or invalidation of, the underlying P&G intellectual property could materially impair PCT’s competitive position and its ability to operate its business, and could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Added

PCT’s substantial indebtedness, restrictive covenants, and potential inability to obtain additional financing could materially and adversely affect its business, financial condition, results of operations and prospects.

Added

As of June 30, 2026, PCT had total consolidated indebtedness of $470.2 million, including bonds payable to related parties and does not yet have any sources of material recurring revenue. PCT’s existing and future debt service obligations, together with restrictions in its financing arrangements and the uncertainty of access to additional capital, could have important consequences for the foreseeable future. A significant portion of cash flow from operating activities, if and when generated, will be required to service debt, which will reduce funds available for operations, capital expenditures, strategic initiatives, and other corporate purposes. PCT’s leverage may exceed that of some competitors, potentially placing it at a competitive disadvantage and increasing its vulnerability to market conditions, operational challenges, and changes in law or regulations. In addition, PCT’s ability to obtain additional financing for capital expenditures, and other needs may be impaired; by its existing debt and related covenants, as well as by general market conditions.

Added

PCT’s debt agreements, including the loan agreement, dated as of October 1, 2020, between Southern Ohio Port Authority and PureCycle: Ohio LLC, and certain other agreements to which PCT is a party, contain operating, financial covenants and other restrictions that, among other things, limit PCT and its subsidiaries’ ability to incur additional debt, certain liens or other encumbrances, sell assets, transfer ownership interests, pay dividends, and enter into transactions with affiliates. These limitations could restrict activities that may be in PCT’s long-term interests and reduce its financial and operational flexibility. PCT has in the past obtained waivers or amendments for non-compliance with financial covenants; however, a failure to comply with covenants or obtain a waiver in the future could result in an event of default under one or more agreements, permitting lenders to accelerate maturity, foreclose on collateral securing the debt, terminate commitments, or exercise other remedies. Cross-default provisions could compound these effects, and PCT might not have sufficient funds or resources to satisfy its obligations or to refinance or restructure such indebtedness on favorable terms or at all.

Added

Additionally, PCT’s estimate of its operating expenses and capital expenditures requirements is based on assumptions that may prove to be wrong, and PCT could use its available capital resources sooner than it currently expects. Changing circumstances, some of which may be beyond PCT’s control, could cause PCT to consume capital significantly faster than it currently anticipates, and PCT may need to seek additional funds sooner than planned.

Added

Until PCT can generate significant revenue from sales of its products, PCT will require additional financing to fund its operations and growth. There can be no assurance that additional capital will be available when needed, on acceptable terms or at all. Any such financing, if available, may involve the issuance of equity or equity-linked securities that are dilutive to existing stockholders, securities with preferences that are senior to PCT’s Common Stock, or additional indebtedness that imposes restrictive covenants, collateral requirements, or repayment obligations, each of which could further constrain PCT’s operations and liquidity. PCT may also seek capital opportunistically due to favorable market conditions or strategic considerations even if it believes existing resources are adequate. If PCT cannot obtain financing when required or on reasonable terms, it may be unable to execute its business strategy, meet obligations as they come due, or maintain compliance with financial covenants, any of which would adversely affect its business, financial condition, results of operations and prospects.

Added

PCT faces risks and uncertainties related to litigation, regulatory actions and investigations.

Added

From time to time, PCT has and may continue to be involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, product liability, relationships with PCT’s feedstock suppliers and offtake partners as well as strategic partners, intellectual property disputes, additional volatility in the market price of PCT’s securities and other business matters. Any such claims or investigations may be time-consuming, costly, divert management resources, or otherwise have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Added

The results of litigation and other legal proceedings are inherently uncertain and adverse judgments or settlements may result in materially adverse monetary damages or injunctive relief against PCT. Any claims or litigation, even if fully indemnified or insured, could damage PCT’s reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. The litigation and other legal and regulatory proceedings described in the notes to PCT’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the interim periods ended March 31, 2026 and June 30, 2026 are subject to future developments and management’s view of these matters may change in the future.

Added

Risks Related to PCT’s Operations

Added

If PCT is unable to consistently execute capital investment projects to cost and schedule, and to achieve and sustain targeted production volumes, yields, uptime, quality and economics at the Ironton Facility, the Company’s economic viability and ability to raise capital could be materially and adversely impacted, and construction of one or more additional PreP and Purification facilities may be delayed or abandoned.

Added

PCT’s Ironton Facility is the foundation of PCT’s commercial strategy. Failure to increase production rates that approach the plant’s full capacity and can meet expected current and future customer demand, as well as maintain sufficient uptime, product quality specifications and unit economics at the Ironton Facility could undermine investor confidence and PCT’s ability to attract future capital, customers and strategic partners as it continues development of the other Planned Facilities. Operational challenges at the Ironton Facility have included, but are not limited to: (i) filter fouling, including the accumulation of contaminants on filtration systems that can reduce throughput, increase maintenance requirements and cause unplanned downtime; (ii) co-product handling, including the potential monetization of non-polypropylene materials and process residues; (iii) odor and color specification compliance, which are among the most difficult quality parameters to achieve consistently at commercial scale; and (iv) maintenance downtime, including both planned and unplanned outages that reduce effective operating hours and output. Any one or more of these operational challenges or failures, individually or in combination, could prevent PCT from achieving or sustaining the production volumes, yields, uptime, quality or economics required to demonstrate commercial viability, satisfy offtake commitments and support the construction and financing of future Planned Facilities.

Added

Additionally, the construction and commissioning of any new project, including PreP and Purification facilities, is dependent on a number of contingencies, many of which are beyond PCT’s control. There is also a risk that significant unanticipated costs or delays could arise due to, among other things, errors or omissions, unanticipated or concealed construction site conditions, including subsurface conditions, unforeseen technical issues or increases in plant and equipment costs, delays in delivery of certain long-lead items, insufficiency of water supply and other utility infrastructure, inadequate contractual arrangements or unanticipated or unforeseen regulatory requirements, engineering, procurement, and construction contract delays or defaults, cost overruns arising from changes in scope, labor or materials pricing, permitting delays or denials, and the inability to replicate at future facilities the operational learnings and process improvements achieved at the Ironton Facility. Should significant unanticipated costs arise, this could have a material adverse impact on PCT’s business, financial performance, cash utilization and operations. No assurance can be given that construction will commence or be completed, or will be completed without further delay.

Added

Delays in commissioning and obtaining an independent engineer’s certificate of operational performance at the Ironton Facility or any new project could severely impact PCT’s business, financial condition, results of operations and prospects.

Added

PCT may not be able to achieve full commissioning and the certification of operational performance required by an independent engineer of the Ironton Facility due to a variety of factors including, but not limited to, the rates at which other plastics and additives can currently be removed from the Purification process, as well as challenges with sustaining continuous operations at full capacity over a number of consecutive days. Failure to achieve full commissioning, obtain the certification or sustain continuous operations at the Ironton Facility could severely impact PCT’s business, financial condition, results of operations and prospects, and impact PCT’s ability to comply with certain covenants under its debt agreements.

Added

PCT currently relies on a single facility for all of its operations, and its business is not diversified.

Added

PCT currently relies solely on the operations at the Ironton Facility, and there is no guarantee that the Planned Facilities will be constructed on the expected timeline, or at all. Adverse changes or developments affecting the Ironton Facility could impair PCT’s ability to produce PureFive® resin and impact its business, prospects, financial condition and results of operations. Any shutdown or period of reduced production at the Ironton Facility, which may be caused by regulatory noncompliance or other issues, as well as other factors beyond its control, such as severe weather conditions, natural disaster, fire, power interruption or outages, work stoppage, disease outbreaks or pandemics, equipment failure, delay in supply delivery, or shortages of material, equipment, or labor, has in the past, and would in the future, significantly disrupt PCT’s ability to grow and produce PureFive® resin products in a timely manner, or at all, meet its contractual obligations and operate its business. PCT has historically experienced periodic equipment failures, some of which have caused extended interruptions to plant operations, and other interruptions or plant shutdowns could occur in the future. Some of PCT’s equipment is costly to repair, and PCT’s equipment supply chains may be disrupted in connection with pandemics, trade wars or other factors. If any material amount of PCT’s machinery were damaged, it would be unable to predict when, if at all, it could replace or repair such machinery or find co-manufacturers with suitable alternative machinery, which could adversely affect PCT’s business, financial condition, results of operations and prospects. Performance guarantees may not be sufficient to cover damages or losses, or the guarantors under such guarantees may not have the ability to pay. Any insurance coverage PCT has may not be sufficient to cover all of its potential losses and may not continue to be available to PCT on acceptable terms, or at all.

Added

There are also currently no other lines of business or other material sources of revenue to support the Company’s future. Such lack of diversification may limit PCT’s ability to adapt to changing business conditions and could have an adverse effect on PCT’s business, financial condition, results of operations and prospects.

Added

Cybersecurity incidents and the failure to maintain the integrity of PCT’s systems or infrastructure, or those of third parties with which PCT does business, could have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Added

PCT is subject to an increasing number of information technology vulnerabilities, threats and targeted computer crimes that pose a risk to the security of its systems and networks and the confidentiality, availability and integrity of data. Disruptions or failures in the physical infrastructure or operating systems that support PCT’s businesses, offtake partners, feedstock suppliers and customers, or cyber-attacks or security breaches of PCT’s networks or systems or of third party suppliers and service providers, could result in the loss of customers and business opportunities, lawsuits, regulatory fines, penalties or intervention, reputational damage, loss of stakeholder confidence, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect PCT’s business, financial condition, results of operations and prospects. In addition, recently enhanced cybersecurity disclosure requirements increase the risk of regulatory scrutiny enforcement actions and securities litigation in the wake of a material cyber incident. Emerging artificial intelligence (“AI”) technologies may intensify these cybersecurity risks and introduce new governance and compliance obligations under evolving AI-related laws and guidance in the U.S. and abroad. In addition, PCT relies on third party software-as-a service and cloud providers for critical business functions, and any disruptions, misconfiguration or breach in these services could materially impact the Company’s business. Increasing costs associated with cybersecurity protections may be costly and may also adversely affect the financial condition of PCT. While PCT attempts to mitigate these risks, PCT’s systems, data, networks, products, solutions and services remain potentially vulnerable to advanced and persistent cybersecurity threats.

Added

PCT also maintains and has access to sensitive, confidential or personal data or information in its business that is subject to privacy and security laws, regulations and customer controls. Despite PCT’s efforts to protect such personal data or information, PCT’s facilities and systems and those of its customers, offtake partners, feedstock suppliers and third-party service providers may be vulnerable to cybersecurity incidents, theft, misplaced or loss of data, insider threats, supply chain risks, natural disasters, zero-day vulnerabilities, programming and/or human errors that could lead to the compromise of sensitive, confidential or personal data or information or unauthorized use or disruption of PCT’s systems and software.

Added

PCT may be unable to sufficiently protect its proprietary rights and may encounter disputes from time to time relating to its use of the intellectual property of third parties.

Added

PCT relies on its proprietary intellectual property, including registered trademarks and certain licensed intellectual property under the License Agreement and other documents to market, promote and sell PureFive® resin products. PCT monitors and protects against activities that might infringe, dilute, or otherwise harm its trademarks and other intellectual property and relies on the relevant patent, trademark and other laws of the U.S. and other countries. However, PCT may be unable to prevent third parties from using its intellectual property without authorization. In addition, the laws of some non-U.S. jurisdictions, particularly those of certain emerging markets, provide less protection for PCT’s proprietary rights than the laws of the U.S. and present greater risks of counterfeiting and other infringement. To the extent PCT cannot protect its intellectual property, unauthorized use and misuse of PCT’s intellectual property could harm its competitive position and have a material adverse effect on PCT’s business, financial condition, results of operations and prospects.

Added

Despite PCT’s efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of its technology and processes. PCT’s competitors and other third parties independently may design around or develop similar technology or otherwise duplicate PCT’s services or products such that PCT could not assert its intellectual property rights against them. In addition, PCT’s contractual arrangements may not effectively prevent disclosure of its intellectual property and confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. Measures in place may not prevent misappropriation or infringement of PCT’s intellectual property or proprietary information and the resulting loss of competitive advantage, and PCT may be required to litigate to protect its intellectual property and proprietary information from misappropriation or infringement by others, which is time consuming, expensive, could cause a diversion of resources and may not be successful.

Added

PCT also may encounter disputes from time to time concerning intellectual property rights of others, and it may not prevail in these disputes. Third parties may raise claims against PCT alleging that PCT, or consultants or other third parties retained or indemnified by PCT, infringe on their intellectual property rights. Some third-party intellectual property rights may be extremely broad, and it may not be possible for PCT to conduct its operations in such a way as to avoid all alleged violations of such intellectual property rights. Given the complex, rapidly changing and competitive technological and business environment in which PCT operates, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against PCT may cause PCT to spend significant amounts to defend the claim, even if PCT ultimately prevails, pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property (temporarily or permanently), cease offering certain products or services, or incur significant license, royalty or technology development expenses.

Added

Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies such as PCT. Even in instances where PCT believes that claims and allegations of intellectual property infringement against it are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of PCT’s management and employees. In addition, although in some cases a third party may have agreed to indemnify PCT for such costs, such indemnifying party may refuse or be unable to uphold its contractual obligations. In other cases, insurance may not cover potential claims of this type adequately or at all, and PCT may be required to pay monetary damages, which may be significant.

Added

Climate change, or legal, regulatory or market measures to address climate change may materially adversely affect the Company’s financial condition and business operations.

Added

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to PCT’s future operations from natural disasters and extreme weather conditions, such as hurricanes, tornadoes, wildfires or flooding. Such extreme weather conditions could pose physical risks to PCT’s facilities and disrupt operation of PCT’s supply chain and may impact operational costs. The impacts of climate change on global resources may result in scarcity, which could in the future impact PCT’s ability to access sufficient equipment and materials in certain locations and result in increased costs.

Added

Additionally, concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current legal or regulatory requirements, PCT may experience increased compliance burdens and costs to meet the regulatory obligations and may adversely affect raw material sourcing, manufacturing operations and the distribution of PCT’s products. Likewise, a failure to comply with any current or future sustainability-related reporting requirements, as established by regulators in the U.S., Europe, and beyond, may result in loss of business, regulatory penalties, litigation, and/or reputational damage.

Added

PCT may be negatively impacted by volatility in the political and economic environment, which could have an adverse impact on PCT’s business, financial condition, results of operations and prospects.

Added

Trade, monetary and fiscal policies, and political and economic conditions may substantially change, and credit markets may experience periods of constriction and variability. These conditions may impact PCT’s business. Further, rising or prolonged high inflation may negatively impact PCT’s business and raise its costs, specifically with respect to the construction of the Planned Facilities and other future Purification and Feed PreP facilities. In the case of sustained inflation, it could become increasingly difficult to effectively mitigate the increases to PCT’s costs. If PCT is unable to take actions to effectively mitigate the effect of the resulting higher costs, PCT’s business, financial condition, results of operations and prospects could be adversely impacted.

Added

Although the Federal Reserve began to reduce interest rates in late 2024 through 2025, they continue to remain higher than pre-pandemic levels. The Federal Reserve may continue to hold them at their currently high rates longer than expected. Higher interest rates, coupled with reduced government spending and volatility in financial markets, may increase economic uncertainty and affect PCT’s offtake partners, feedstock suppliers and potential customers. Similarly, the ongoing military conflict between Russia and Ukraine and the current instability in the Middle East has created volatility in various markets and could have further global economic consequences, including disruptions of the global supply chain, increased costs and energy markets. Furthermore, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity concerns. Any such volatility, disruptions or market-wide liquidity concerns may adversely affect PCT’s business or the third parties on whom it relies. If the equity and credit markets deteriorate, including as a result of political or economic unrest or war, it may make necessary debt or equity financing, such as the financing necessary to fully fund the construction of the Planned Facilities, future Purification facilities and currently contemplated and future Feed PreP facilities and otherwise finance PCT’s expansion, more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased or sustained inflation can adversely affect PCT by increasing its costs, including labor and employee benefit costs. In addition, higher or sustained inflation, macro turmoil, uncertainty and market-wide liquidity concerns could also adversely affect PCT’s offtake partners, feedstock suppliers and potential customers, which could have an adverse impact on PCT’s business, financial condition, results of operations and prospects.

Added

Risks Related to PCT’s Production of PureFive® Resin

Added

There is no guarantee the Technology is scalable to commercial-scale profitability.

Added

The Technology is based upon generally-available commercial equipment to process contaminated polypropylene into clean recycled polypropylene product. While PCT has constructed the Feedstock Evaluation Unit (the “FEU”) to demonstrate the process using the same or similar equipment (except at a smaller scale) as the Ironton Facility, and, for the most part, the Planned Facilities, the FEU does not operate at a commercial scale. The FEU test data was used to design the Ironton Facility equipment for commercial scale and testing under the intended operating conditions and configuration for the commercial-scale operation to verify reproducibility of results including color, melt flow index, moldability (tensile modulus and other measures) and the odor of the final PCT-produced polypropylene product. While that testing indicated that the FEU can generate recycled polypropylene product that, on average, meets all of its key parameter targets, PCT cannot guarantee these results will be achieved if or when the Ironton Facility, or any of the Planned Facilities, are operating at full capacity. PCT’s ability to achieve commercial-scale profitability relies on its ability to commercially scale its operations. Further, of the four quality parameters for PureFive® resin, odor is the most difficult to characterize and measure. PCT’s goal is to generate product that will significantly reduce the odor of the offtake and be comparable or nearly comparable to virgin polypropylene with respect to level of odor, but PCT cannot guarantee that the Ironton Facility, or any of the Planned Facilities, will be capable of achieving the quality parameters of PureFive® resin on a consistent basis to achieve profitability on a commercial scale. The Ironton Facility’s, or any of the Planned Facilities’, failure to consistently achieve the quality parameters for PureFive® resin at higher rates could impact PCT’s business, financial condition, results of operations and prospects if the possible shortfalls versus specification are not effectively remedied per contract.

Added

Furthermore, the Thailand and Belgium Facilities are expected to be larger 130 million-pound per year Purification facilities and the Augusta Facility is planned to be PCT’s first scaled-up facility model, with an expected capacity of 300 million pounds per year. PCT is currently working on engineering for the Thailand Facility and Belgium Facility, and pre-engineering for the design and installation of the scaled-up Purification facility at the Augusta Facility, and there is no guarantee that these efforts will be successful. If the Thailand Facility and Belgium Facility are not completed and operational, and the Augusta Facility fails to achieve the expected efficiencies, including across the construction and permitting processes, as well as fails to reduce average capital expenditures per plant and reduce overall operating costs, PCT’s business, financial condition, results of operations and prospects could be materially adversely impacted.

Added

PCT may not be successful in consummating strategic endeavors for the sale of PureFive® resin products.

Added

PCT may not be successful in efforts to establish or consummate strategic endeavors, or other alternative arrangements for the sale of PureFive® resin products because PCT’s products may be deemed to be at too early of a stage of development for collaborative effort or third parties may not view PCT’s product as having the requisite potential to demonstrate commercial success.

Added

If PCT is unable to reach agreements with existing or future customers on a timely basis, on acceptable terms or at all, PCT may have to curtail the development of PureFive® resin products, reduce or delay the development program, delay potential commercialization, reduce the scope of any sales or marketing activities or increase expenditures and undertake development or commercialization activities at PCT’s own expense. If PCT elects to fund development or commercialization activities on its own, PCT may need to obtain additional expertise and additional capital, which may not be available on acceptable terms or at all. If PCT fails to enter into collaborations and does not have sufficient funds or expertise to undertake the necessary development and commercialization activities, PCT may not be able to further develop product candidates and PCT’s business, financial condition, results of operations and prospects may be materially and adversely affected.

Added

PCT’s failure to secure sufficient quantities of waste polypropylene could have a negative impact on PCT’s business, financial condition, results of operations and prospects.

Added

PCT’s ability to procure a sufficient quantity and quality of post-industrial and post-consumer waste that contains high levels of polypropylene as feedstock is dependent upon certain factors outside of PCT’s control, including, but not limited to:

Added

changes to pricing levels for waste polypropylene, recycled polypropylene and non-recycled polypropylene;

Added

shortages in supply or reductions in available volumes due to seasonal, regional or market-driven factors;

Added

logistics and transportation constraints, including the cost and availability of transportation infrastructure necessary to move feedstock from collection points to PCT’s facilities;

Added

competition from other buyers of waste polypropylene, including mechanical recyclers, other advanced recyclers and virgin resin producers seeking to meet recycled-content commitments, which may reduce the volume available to PCT or increase procurement costs;

Added

regional availability and collection infrastructure limitations, particularly in Asia where post-consumer polypropylene collection rates are low or collection infrastructure is underdeveloped;

Added

interruptions affecting suppliers, including those due to operational restraints, industrial relations, transportation difficulties, accidents or natural disasters; and the introduction of new laws or regulations that may make access to waste polypropylene more difficult or expensive.

Added

Additionally, while PCT believes it has sourced sufficient feedstock of desirable quality and with high levels of polypropylene, and that it has the ability to increase polypropylene content at its pre-processing facilities, it cannot guarantee that feedstock suppliers will have sufficient quantities available and at the appropriate specifications in accordance with their respective agreements with PCT. If feedstock is not available to PCT in sufficient quantity and of requisite quality and with high levels of polypropylene, PCT’s business, financial condition, results of operations and prospects could be materially adversely impacted.

Added

Because PCT’s global expansion requires sourcing feedstock and supplies and shipping product around the world (including Asia and Europe), changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect PCT’s business, financial condition, results of operations and prospects.

Added

PCT’s global expansion model, which includes the construction of the Planned Facilities, will require sourcing additional feedstock in the U.S. and from suppliers around the world. The U.S. federal government, the Belgian government, the Thai government and other governmental bodies may propose changes to international trade agreements, tariffs, taxes and other government rules and regulations that would affect PCT’s global expansion model. For example, the U.S. government has imposed and expanded tariffs and other trade measures on certain foreign imports into the U.S., particularly from China, Canada, and Mexico. If any restrictions or significant increases in costs or tariffs are imposed related to feedstock sourced from Asia, Europe, or elsewhere, as a result of amendments to existing trade agreements, and PCT’s supply costs consequently increase, PCT may be required to raise PureFive® resin product prices, which may result in decreased margins, the loss of customers, and a material adverse effect on PCT’s financial results. The extent to which PCT’s margins could decrease in response to any future tariffs is uncertain. PCT continues to evaluate the impact of effective trade agreements, as well as other recent changes in foreign trade policy on its supply chain, costs, sales and profitability, which could negatively impact PCT’s business, financial condition, results of operations and prospects. Any such impact could be material.

Added

There is no guarantee the Feed PreP facilities will be viable or achieve the expected efficiencies.

Added

In conjunction with future Purification facilities, PCT expects to build and operate Feed PreP facilities in locations geographically near the feed sources in an effort to optimize PCT’s supply chain economics. These Feed PreP facilities are expected to employ feedstock processing systems with advanced sorting capabilities that can handle various types of plastics in addition to polypropylene (designated as no. 5 plastic), such as plastic bales between #1 and #7. There is no guarantee that the Feed PreP facilities will be successful. If the feedstock processing systems don’t operate as expected, or in a commercially viable manner or are constrained from receiving permits necessary to operate the facilities by city, country or state regulations; the Feed PreP facilities fail to achieve the expected efficiencies, including due to increased shipping costs; as well as fail to reduce average expenditures on feedstock and reduce overall operating costs, PCT’s business, financial condition, results of operations, and prospects could be materially adversely impacted.

Added

There is no guarantee the “Feedstock+” pricing model will be successful or adopted broadly across PCT’s offtake agreements. For those agreements where selling prices remain linked to virgin polypropylene price indices, PCT’s feedstock, PreP, energy, logistics and plant costs may not move commensurately, which may result in margin compression or elimination in low oil price environments.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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“Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED”
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Construction of a 130 million pound per year polypropylene recycling facility in Rayong, Thailand. We will beare working with IRPC Public Company Limited ("IRPC") at IRPC’s eco-industrial zone in Rayong, Thailand.zone. IRPC is an integrated petrochemical operator in Southeast Asia. Its production structure comprises petroleum and petrochemical complexes, complete with utilities and infrastructure supporting the operations, including a deep-sea port, oil depots and power plants. We intend to leverage this existing site infrastructure to reduce thecapital costsand ofoperating certainexpenditure constructionrequirements activities.for this project. The permitting process has begunbegun, and the site is expected to become operational induring late2028. 2027.During May 2026, we announced that we had been admitted to the Thailand FastPass Investment Acceleration Program by the Office of the Board of Investment of Thailand, which provides facilitated access to the approval and permitting processes required to commence business operations. During July 2026, we accepted investment incentives granted by the Thailand Board of Investment for this project, including income tax relief and a waiver of import tariffs on equipment to be utilized at this location.
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“Loss on Extinguishment of Debt”
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“On February 25, 2026 and April 16, 2026, we entered into a supplemental warrant agreements as described in further detail below in "Liquidity and Capital Resources", which extended the original expiration dates of our public, private, and Series A Warrants (as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) to March 17, 2026 and reduced the redemption price from $18.00 to $14.38 per share.”
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“Cost of operations increased approximately $12.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Our PureFive® production increased from 7.7 million pounds during 2025 to 13.0 million pounds during 2026. …”
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“Research and development expense consists primarily of costs related to the development, refinement, or enhancement of the Technology, the design of the facilities and equipment that will use the Technology to purify”
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Our 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);

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The ability of our first commercial-scale recycling facility in Lawrence County, Ohio (the "Ironton Facility") to be appropriately certified by Leidos,Leidos (asEngineering, defined below),LLC, following certain performance and other tests, and commence full-scale commercial operations in a timely and cost-effective manner, or at all;

Reworded

We are a Florida-based corporation focused on commercializing a patented dissolution recycling technology to physically separate thepolypropylene polymer from other plastics, color, odors, and impurities (the “Technology”), originally developed by P&G, for restoring waste polypropylene into resin, called PureFive® resin, which has similar properties and applicability for reuse as virgin polypropylene. We have a global license for the Technology from P&G, which was amended during 2025 to permanently waive the possible clawback of our exclusivity for plants located in North America and extend the time in which our plants must begin construction and commence sales in other regions to avoid a clawback of exclusivity under the license agreement. We have introduced an important new segment to the global polypropylene market that will assist multinational corporations in meeting their sustainability goals as well as federal and state regulations and mandates, providing consumers with polypropylene-based products that are sustainable, and reducing overall polypropylene waste in the world’s landfills and oceans.

Removed

On February 25, 2026 and April 16, 2026, we entered into a supplemental warrant agreements as described in further detail below in "Liquidity and Capital Resources", which extended the original expiration dates of our public, private, and Series A Warrants (as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) to March 17, 2026 and reduced the redemption price from $18.00 to $14.38 per share.

Reworded

During 2025, we outlined ourOur future growth plans are anticipated to increase our installed capacity, which includes the following Planned Facilities:

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Construction of a 130 million pound per year polypropylene recycling facility in Rayong, Thailand. We will beare working with IRPC Public Company Limited ("IRPC") at IRPC’s eco-industrial zone in Rayong, Thailand.zone. IRPC is an integrated petrochemical operator in Southeast Asia. Its production structure comprises petroleum and petrochemical complexes, complete with utilities and infrastructure supporting the operations, including a deep-sea port, oil depots and power plants. We intend to leverage this existing site infrastructure to reduce thecapital costsand ofoperating certainexpenditure constructionrequirements activities.for this project. The permitting process has begunbegun, and the site is expected to become operational induring late2028. 2027.During May 2026, we announced that we had been admitted to the Thailand FastPass Investment Acceleration Program by the Office of the Board of Investment of Thailand, which provides facilitated access to the approval and permitting processes required to commence business operations. During July 2026, we accepted investment incentives granted by the Thailand Board of Investment for this project, including income tax relief and a waiver of import tariffs on equipment to be utilized at this location.

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Construction of a 130 million pound per year polypropylene recycling facility in Antwerp, Belgium. We are currently drafting the permit application in Belgium with the assistance of consultants and plan to submit our permit application with the relevant authorities (Province of Antwerp) during the latter part of 2026. The permit application requires an environmental impact assessment and external safety report, which are currently in 2026.the advanced stage of drafting. The Belgium Facility is projected to become operational induring mid to late 2028.2029. In March 2026, we signed a €40 million grant agreement from the Innovation Fund with the European Climate, Infrastructure and Environment Executive Agency ("CINEA") to partially fund ourthis "ASTRA PP" project in the NextGen District at the Port of Antwerp-Bruges.project.

Reworded

Construction of an enhancedenhanced, single-line Purification facility in Augusta, Georgia (the "Augusta Facility") to build a single-line Purification facility,Georgia, designed to produce approximately 300 million pounds per year of recycled polypropylene.polypropylene, with final capacity subject to completion of the facility design. The design of the Augusta Facility is in process and will incorporate learnings from our Ironton Facility. The Augusta Facility is planned to be integrated with Feed PreP and compounding assets. We expect to have the expanded Purification line at the Augusta Facility operationalto achieve mechanical completion by 2030. It is possible that additional, scaled-up lines could be added to the Augusta Facility at a later date.

Reworded

Our revenue is primarily generated from the sale of recycled and compounded polypropylene resin pellets and co-products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership. Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer. Net sales revenueRevenue is recognized on the net amount expected to be received by the Company from the customer.

Added

Research and development expense consists primarily of costs related to the development, refinement, or enhancement of the Technology, the design of the facilities and equipment that will use the Technology to purify

Reworded

ResearchItem 2. Management's Discussion and development expense consists primarilyAnalysis of costsFinancial relatedCondition toand the developmentResults of theOperations, Technology, the facilities and equipment that will use the Technology to purifyCONTINUED recycled polypropylene, and the advancement of the processes needed to collect, sort, and prepare feedstock for Purification. These include mainly personnel costs, depreciation for long-lived assets, third-party consulting costs, and the cost of various recycled waste. Research and development expenses include evaluation of new front-end feedstock mechanical separators to improve feedstock purity and increase the range of feedstocks we can process economically. In addition, we are increasing our in-house feedstock analytical capabilities, which will include additional supporting equipment and personnel.

Reworded

Comparison of Three and Six Months ended MarchJune 31,30, 2026 and 2025

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The following table summarizes our operating results for the three and six months ended MarchJune 31,30, 2026 and 2025:

Reworded

The Company reported $4.1$4.5 million and $1.6$1.7 million in revenues during the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $8.6 million and $3.2 million during the six months ended June 30, 2026 and 2025, respectively. This increase is attributed to the continued development of customer relationships and reflective of growth in market acceptance of our product offerings. The Company continues to advance customer application trials, which is anticipated to generate revenue growth in future periods.

Reworded

Cost of operations increased approximately $7.4$4.8 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. Our PureFive® production increased from 4.33.4 million pounds during the firstsecond quarter of 2025 to 8.44.5 million pounds during the firstsecond quarter of 2026. Cost of operations for the three months ended MarchJune 31,30, 2026 included $3.2$3.0 million of higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year, $2.4$2.6 million of higher labor costs and professional services primarily driven by the annual planned plant shutdown for maintenance of our Ironton Facility (the "Ironton Turnaround"), $0.8 million higher facilities costs attributable to the expansion of offsite storage and processing space and higher utilities costs associated with higher production volumes, $1.1 million of higher labor costs and professional services and $0.8$0.3 million of higher supplies and materials costs.costs, partially offset by a $3.3 million lower loss on the disposal of fixed assets.

Added

Cost of operations increased approximately $12.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Our PureFive® production increased from 7.7 million pounds during 2025 to 13.0 million pounds during 2026. Cost of operations for the six months ended June 30, 2026 included $6.2 million of higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year, $3.6 million of higher labor costs and professional services primarily driven by the Ironton Turnaround described above, $3.2 million higher facilities costs attributable to the expansion of offsite storage and processing space and higher utilities costs associated with higher production volumes, and $1.1 million of higher supplies and materials costs, partially offset by a $3.3 million lower loss on the disposal of fixed assets.

Reworded

Research and development expenses remained relatively consistent for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025.2025, respectively.

Added

Selling, general and administrative expenses decreased approximately $6.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This decrease was primarily driven by $4.4 million lower equity-based compensation, mainly due to a special equity-based compensation grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant during the second quarter of 2025, and approximately $1.6 million of lower legal costs mostly as a result of the current year reduction in amounts owed in connection with the DB arbitration matter as well as higher legal costs incurred during the prior year in order to prepare for the DB arbitration.

Removed

Selling, general and administrative expenses decreased approximately $0.8 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This decrease was primarily driven by

Reworded

ItemSelling, 2. Management's Discussiongeneral and Analysisadministrative expenses decreased approximately $7.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This decrease was primarily driven by $5.2 million lower equity-based compensation, mainly due to a special equity-based compensation grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant during the second quarter of Financial Condition2025, and Results of Operations, CONTINUED approximately $3.6$5.1 million of lower legal costs mostly as a result of the current year reduction in amounts owed in connection with the DB arbitration matter as well as higher legal costs incurred during the prior year in order to prepare for the DB arbitration, and $0.8 million lower equity-based compensation primarily driven by current year forfeitures, partially offset by $3.7$4.0 million of higher professional services and contract labor driven by preliminary planning and design work for our Thailand,Planned Belgium and Augusta facilities.Facilities.

Reworded

Interest expense increased by $0.3 milliondecreased for both the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025. The increasedecrease in interest expense was primarily attributed to lower interest expense on equipment financing due to the paydown of outstanding balances in October of 2025, partially offset by an increase in interest on the Company's Series A Preferred Stock issued during the third quarter of 2024, reflecting higher discount amortization as the carrying value accretes toward its redemption value over time, offset by a decrease in interest expense on equipment financing due to the paydown of outstanding balances in October of 2025.time.

Reworded

Interest income for the three and six months ended MarchJune 31,30, 2026 increased $1.0$0.4 million fromand $1.4 million, respectively, as compared to the three and six months ended MarchJune 31,30, 2025 due to higher average cash and investment balances asin a2026 resultcompared of the proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter ofto 2025.

Reworded

During the three months ended MarchJune 31,30, 2026, the fair value of our liability-classified warrants decreasedincreased approximately $23.0$52.5 million, as compared to aan decreaseincrease in fair value of $56.7$82.3 million during the three months ended MarchJune 31,30, 2025. The decreaseincrease during the three months ended MarchJune 31,30, 2026 was primarily attributable to aan decreaseincrease in the Company's Common Stock price during the quarter.quarter, an increase in the fair value of our public warrants, and an increase in the volatility during the period. The decreaseincrease during the three months ended MarchJune 31,30, 2025 was primarily driven by aan decreaseincrease in the underlying value of our commonCommon stock,Stock, combinedpartially withoffset by fewer warrants outstanding as a result of the exercise of the warrants issued to RTI warrantsGlobal (the "RTI Warrants") during the first quarter of 2025.

Added

During the six months ended June 30, 2026, the fair value of our liability-classified warrants increased approximately $29.5 million, as compared to an increase in fair value of $25.6 million during the six months ended June 30, 2025. The increase during the six months ended June 30, 2026 was primarily attributable to an increase in the fair value of our public warrants, and an increase in the volatility during the period, partially offset by a decrease in the Company's Common Stock price during the period. The increase during the six months ended June 30, 2025 was primarily driven by an increase in the underlying value of our Common Stock, partially offset by fewer warrants outstanding as a result of the exercise of the RTI Warrants during the first quarter of 2025.

Added

Loss on Extinguishment of Debt

Added

On June 15, 2026, the Company repurchased $216.0 million aggregate principal amount of the Green Convertible Notes in privately negotiated transactions for aggregate cash consideration of approximately $246.3 million, including accrued and unpaid interest. As a result of the repurchases, the Company recognized a loss on extinguishment of debt of $34.5 million during the three and six months ended June 30, 2026. The loss represents the excess of the aggregate cash consideration paid over the net carrying amount of the repurchased Green Convertible Notes, including the write-off of the proportionate unamortized original issue discount and debt issuance costs attributable to the repurchased principal.

Reworded

Other Expense/(Income),/Expense, Net

Added

During the three months ended June 30, 2026, the $0.5 million of other income was primarily comprised of a $0.6 million decrease in the fair value of the Series A Preferred Stock contingent put right (the “Put Option”). During the three months ended June 30, 2025, the $0.7 million of other income was primarily comprised of a $0.3 million decrease in the fair value of the Put Option, resulting in a gain recorded in other income.

Reworded

During the threesix months ended MarchJune 31,30, 2026, the $0.6$0.1 million of other expense was primarily comprised of $1.6a $0.9 million increase in the fair value of the SeriesPut A Preferred Stock put option,Option, partially offset by a $0.8 million reduction of interest costs attributed to the DB legal settlement and $0.1 million of sublease income.settlement. During the threesix months ended MarchJune 31,30, 2025, the $4.6$5.2 million of other income was primarily comprised of a $3.1$3.4 million decrease in the fair value of the SeriesPut AOption, Preferredresulting Stockin puta optiongain recorded in other income, and a $1.3 million net gain from insurance proceeds of approximately $1.3 million related to the settlement of the shareholder derivative lawsuit.

Reworded

The following is a summary of the components of our current liquidity. As of MarchJune 31,30, 2026, restricted cash consisted primarily of certain amounts required to support outstanding letters of credit and other collateral, construction commitments for the Augusta Facility, and bond reserves for the Ironton Facility.

Reworded

As of MarchJune 31,30, 2026, we had approximately $131.0$236.9 million of cash and cash equivalents, restricted cash, and marketable securities, which are readily convertible to cash. Cash and cash equivalents are comprised of investments in money markets, U.S. treasuriesTreasuries and commercial paper with original maturities of three months or less. Available-for-sale investments are comprised of corporate entity debt securities and U.S. Treasury securities due within one year. We also have a $200.0 million revolving credit facility (“Revolving Credit Facility”) with Sylebra Capital Management ("Sylebra") that is undrawn and expires on September 30, 2027. We have paid approximately $13.7$34.6 million of total project spend related to our Ironton Facility, which included $15.0 million of cash paid to settle the DB arbitration as described above, as well as the planned construction of our Thailand,Planned Belgium and Augusta facilitiesFacilities during 2026.

Added

In June 2026, we issued the Convertible Senior Notes (as described in detail in Note 8 - Long-Term Debt and Bonds Payable to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and also issued 19.9 million shares of our Common Stock at $8.21 per share (as described in detail in Note 11 - Mezzanine Equity and Stockholders' Equity to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q). The total aggregate principal amount of the Convertible Senior Notes issued was $287.5 million and the total gross proceeds on the 2026 Common Stock Offering was $163.0 million.

Reworded

On April 28, 2026, PureCycle (Thailand) Company Limited became a Guarantor under the Revolving Credit Agreement and the Company pledged its shares of PureCycle (Thailand) Company Limited as collateral security for its obligations thereunder. Refer to Note 16 - Subsequent Events to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information.

Reworded

In connection with the amendment of the public and private warrants described above, the Board also approved certain amendments to the terms of our outstanding Series A Warrants as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which had an original expiration date of March 17, 2026, subject to the consent of a requisite number of holders under the terms of the Series A Warrants and conditioned upon entry into a supplemental agreement with the Series A Warrants Agent. On February 20, 2026, we 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 5:00 p.m. (New York City time) on the earlier of (a) 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 us 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 our 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 memorialize the foregoing amendments, which was effective as of March 17, 2026.

Removed

A Warrants, to reduce the trading price required for us 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 our 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 memorialize the foregoing amendments, which was effective as of March 17, 2026.

Reworded

During March of 2026, we signed a €40 million grant agreement from the Innovation Fund with the European Climate, Infrastructure and Environment Executive Agency ("CINEA") to fund our "ASTRA PP" project in the NextGen District at the Port of Antwerp-Bruges. As part of Project ASTRA PP, we will install a polypropylene dissolution recycling facility in the Port of Antwerp-Bruges, designed for an annual production capacity of approximately 130 million pounds of PureFive® resin. Receipt of these funds areis contingent upon the Company achieving various milestones and deliverables through 2034.

Reworded

In connection with the previously disclosed Denham-Blythe ("DB") arbitration matter as discussed in Note 10 - Commitments and Contingencies in the notes to the condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q,matter, on March 18, 2026, the AAA arbitration panel issued its final order requiring the Company to pay DB $20.3 million, which the Company paid during April 2026. In connection therewith, DB dismissed with prejudice its lawsuit filed in Lawrence County, Ohio, and the matter has been resolved.

Reworded

See Note 8 - Long-Term Debt and Bonds Payable to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of our debt obligations.

Added

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED

Reworded

A summary of our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 is as follows:

Reworded

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 increased by $3.8$17.1 million as compared to the threesix months ended MarchJune 31,30, 2025. This increase is mainly attributed to higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year.year, cash paid for interest on the repurchased Green Convertible Notes during 2026, payments for legal and other costs associated with the DB arbitration matter as described above, and the Ironton Turnaround costs.

Reworded

During the threesix months ended MarchJune 31,30, 2026, we reported cash used in investing activities of approximately $20.7$81.0 million, which was comprised of net cash purchases of investment in debt securities of $17.2$88.0 million and cash paid for capital expenditures of $3.4$35.2 million, partially offset by sale of debt securities of $42.2 million. During the three months ended March 31, 2025, we reportedThe cash usedoutflow infor investingcapital activitiesexpenditures ofincludes approximately $15.0 million, which was entirely comprisedmillion of cash paid to settle the DB arbitration as described above, which was capitalized to property, plant and equipment. The cash outflows for capital expenditures duringalso thatincludes period.$2.1 million associated with the Ironton Turnaround, as described above.

Added

During the six months ended June 30, 2025, we reported cash used in investing activities of approximately $23.6 million, which was entirely comprised of cash paid for capital expenditures during that period.

Reworded

We reported net cash usedprovided inby financing activities of approximately $4.6$183.0 million during the threesix months ended MarchJune 31,30, 2026 as compared to net cash provided by financing activities of approximately $49.8$355.6 million during the threesix months ended MarchJune 31,30, 2025.

Removed

Cash used in financing activities for the three months ended March 31, 2026 is primarily comprised of $2.2 million to repurchase shares of common stock, $1.1 million of payments on equipment financing and $1.5 million of other financing, partially offset by $0.2 million of proceeds from the exercise of public warrants.

Reworded

Cash provided by financing activities for the threesix months ended MarchJune 31,30, 20252026 is mainlyprimarily comprised of $33.2$287.5 million of proceeds from the issuance of commonthe stock,Convertible $16.4Senior Notes, $163.0 million proceeds from the 2026 Common Stock Offering, $0.3 million from the exercise of stock options, and $0.2 million of proceeds from the sale of Revenue Bonds, and $5.4 million in proceeds from the exercise of the RTIpublic warrants, partially offset by $1.7$241.1 million for the repurchase of the Green Convertible Notes, $16.9 million in issuance costs associated with the Convertible Senior Notes and 2026 Common Stock Offering, $3.7 million in payments on related party revenue bonds, $2.9 million of payments on equipment financing, $2.5 million to repurchase shares of Common Stock, and $3.4$0.9 million of other payments for financing activities.

Added

Cash provided by financing activities for the six months ended June 30, 2025 is primarily comprised of $300.0 million of proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter of 2025, $33.3 million of proceeds from the issuance of the Company's Common Stock, $26.9 million of proceeds from the sale of revenue bonds, $14.9 million in proceeds on draws on our Sylebra revolving line of credit facility and a short-term borrowing from a related party, and $5.4 million in proceeds from the exercise of the RTI Warrants during 2025. These cash inflows were partially offset by $14.9 million in payments on our Sylebra revolving credit facility and

Added

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED a short-term borrowing from a related party, $4.3 million in payments on equipment financing, $2.8 million payments to repurchase shares of Common Stock, $1.0 million in debt issuance costs paid, and $1.3 million for other financing activities.

Reworded

ThereOther than the issuance of the Convertible Senior Notes and the repurchase of a significant portion of the outstanding Green Convertible Notes during June 2026 as described in Note 8 - Long-Term Debt and Bonds Payable, there have been no material changes regarding our indebtedness from the information we provided in our most recent Annual Report on Form 10-K. Refer to Note 8 - Long-Term Debt and Bonds Payable to our unaudited condensed consolidated financial statements included in Part I, Item 1. "Financial Statements."

PCT insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 2 trade dates, 32,101 shares, about $98.8K) and open-market sales in 0 filings. Net open-market shares: 32,101 (purchases minus sales); net value about $98.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-23Kalter Brad
General Counsel, CCO & Scty.
Shares withheld for tax 2,830$5.15 $14.6K130,497 SEC
2026-09-04Musa Fernando
Director
Open-market purchase 15,479$6.38 $98.8K175,983 SEC
2026-08-24Kalter Brad
General Counsel, CCO & Scty.
O 50,000— —133,327 SEC
2026-08-05Olson Dustin
Director, Chief Executive Officer
Shares withheld for tax 11,149$6.87 $76.6K1,309,960 SEC
2026-05-20Olson Dustin
Director, Chief Executive Officer
Shares withheld for tax 2,141$11.86 $25.4K1,321,109 SEC
2026-05-20Carpenter Donald
Chief Financial Officer
Shares withheld for tax 3,017$11.86 $35.8K96,564 SEC
2026-05-12Jacoby Allen
Director
Grant/award 16,622— —96,088 SEC
2026-05-12Sylebra Capital Llc
Director, 10% owner
Open-market purchase 16,622— —34,113,545 SEC
2026-05-12Mars Valerie Anne
Director
Grant/award 16,622— —21,320 SEC
2026-05-12Jirapongphan Siri
Director
Grant/award 16,622— —21,171 SEC
2026-05-12Musa Fernando
Director
Grant/award 16,622— —160,504 SEC
2026-05-12Coombs Daniel M
Director
Grant/award 16,622— —156,843 SEC
2026-05-12Burnell Tanya
Director
Grant/award 16,622— —106,422 SEC
2026-05-12Bouck Steven F
Director
Grant/award 16,622— —101,788 SEC
2026-03-22Carpenter Donald
Chief Financial Officer
Shares withheld for tax 1,356$5.79 $7.9K135,539 SEC

Well-known investors holding PCT (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Millennium Management (Israel Englander) NOTE 7.250% 8/12026-06-300$36.2M—Sold out
Millennium Management (Israel Englander) NOTE 4.750% 7/02026-06-300$29.4M0.02%New position
Point72 Asset Management (Steve Cohen) COM2026-06-303,283,039$26.6M0.04%Added 64%
Two Sigma Investments NOTE 4.750% 7/02026-06-300$14.2M0.01%New position
Two Sigma Investments NOTE 7.250% 8/12026-06-300$10.7M0.01%No change
Renaissance Technologies COM2026-06-30419,100$3.4M0.0%Added 187%
Point72 Asset Management (Steve Cohen) NOTE 4.750% 7/02026-06-300$2.0M0.0%New position
Citadel Advisors (Ken Griffin) COM2026-06-30233,963$1.9M0.0%Reduced 32%
Gotham Asset Management (Joel Greenblatt) COM2026-06-30192,965$1.6M0.0%Added 6%
AQR Capital Management (Cliff Asness) COM2026-06-30167,263$1.4M0.0%Added 385%
Millennium Management (Israel Englander) COM2026-06-30146,128$1.2M0.0%Reduced 63%
Two Sigma Investments COM2026-06-3041,815$339.1K0.0%New position
Soros Fund Management COM2026-06-3020,797$107.9K—Sold out
Duquesne Family Office (Stanley Druckenmiller) COM2026-06-302,681,415$21.7K0.5%Added 178%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when PCT files, watchlists and downloadable comparisons.