What changed in PureCycle Technologies, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of PureCycle Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+491 added−705 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)
Top changes in PureCycle Technologies, Inc.'s 2025 10-K
491 paragraphs added · 705 removed · 284 edited across 1 sections
- Item 4. Mine Safety Disclosures+491 / −705 · 284 edited
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
284 edited+207 added−421 removed56 unchanged
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
284 edited+207 added−421 removed56 unchanged
2024 filing
2025 filing
Biggest changeCONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (in thousands) 2024 2023 2022 Cash flows from operating activities Net loss $ ( 289,136 ) $ ( 101,715 ) $ ( 84,746 ) Adjustments to reconcile net loss to net cash used in operating activities Equity-based compensation 11,653 11,829 10,840 Change in fair value of warrants 71,610 ( 33,824 ) 5,842 Depreciation expense 31,320 15,935 3,613 Amortization of debt issuance costs and debt discounts 16,618 2,534 1,004 Accretion of discount on debt securities ( 330 ) 1,554 ( 432 ) Operating lease amortization expense 3,388 2,923 1,596 Deferred taxes ( 79 ) 650 — Loss on extinguishment of debt 21,214 — — Impairment of operating right-of-use asset 757 — — Change in fair value of put option liability ( 1,894 ) — — Changes in operating assets and liabilities Prepaid expenses and other current assets ( 3,220 ) ( 4,397 ) ( 1,906 ) Prepaid expenses and other non-current assets 220 711 52 Inventory ( 3,295 ) ( 4,476 ) ( 265 ) Accounts payable 4,777 418 85 Accrued expenses ( 4,375 ) 4,045 1,201 Accrued interest ( 1,136 ) 11,207 — Operating right-of-use liabilities ( 2,918 ) ( 2,300 ) ( 2,362 ) Net cash used in operating activities $ ( 144,826 ) $ ( 94,906 ) $ ( 65,478 ) Cash flows from investing activities Purchase of property, plant & equipment ( 55,584 ) ( 153,899 ) ( 287,189 ) Purchase of debt securities, available for sale ( 30,586 ) ( 57,575 ) ( 192,388 ) Sale and maturity of debt securities, available for sale 79,161 109,371 261,190 Net cash used in investing activities $ ( 7,009 ) $ ( 102,103 ) $ ( 218,387 ) Cash flows from financing activities Payment to purchase revenue bonds ( 253,230 ) — — Proceeds from issuance of revenue bonds to related parties 40,000 — — Proceeds from issuance of revenue bonds 8,000 — — Proceeds from issuance of common stock 38,203 — 206,071 Proceeds from issuance of warrants 30,050 — 43,929 Proceeds from issuance of preferred shares, inclusive of put option 21,840 — — Proceeds from other borrowings 5,191 — — Proceeds from convertible note offering — 225,000 — Proceeds from related party note payable — 38,000 — Proceeds from equipment lease financing 12,932 22,101 — Convertible note payable issuance costs — ( 6,498 ) — Related party note payable issuance costs — ( 2,100 ) — Debt issuance costs ( 1,119 ) ( 2,450 ) — Payments to repurchase shares ( 1,618 ) ( 1,370 ) ( 1,639 ) Common stock issuance costs — — ( 775 ) Payments on equipment financing ( 5,501 ) ( 592 ) — Payments on related party revenue bonds ( 980 ) — — Other payments for financing activities ( 2,936 ) ( 91 ) ( 56 ) Net cash (used in) provided by financing activities $ ( 109,168 ) $ 272,000 $ 247,530 Net (decrease) increase in cash and restricted cash ( 261,003 ) 74,991 ( 36,335 ) Cash and restricted cash, beginning of period 302,514 227,523 263,858 Cash and restricted cash, end of period $ 41,511 $ 302,514 $ 227,523 Supplemental disclosure of cash flow information Operating activities Interest paid during the period, net of capitalized interest $ 42,353 $ 13,862 $ 1,300 Non-cash investing activities Additions to property, plant, and equipment in accrued expenses $ 33,286 $ 21,947 $ 26,386 Additions to property, plant, and equipment in accounts payable $ 699 $ 1,592 $ 817 Additions to property, plant, and equipment in accrued interest $ — $ — $ 1,424 Non-cash financing activities PIK interest on related party note payable $ 1,938 $ 3,125 $ — Initial fair value of warrant liability issued to satisfy shareholder loan prepayment penalty $ 6,802 $ — $ — Carrying value of warrant liability issued to satisfy shareholder loan prepayment penalty $ 44,386 $ — $ — Reconciliation of cash, cash equivalents reported in the consolidated balance sheet Cash and cash equivalents $ 15,683 $ 73,411 $ 63,892 Restricted cash and cash equivalents - current 16,656 25,692 68,850 Restricted cash and cash equivalents - non-current 9,172 203,411 94,781 Total cash, cash equivalents and restricted cash $ 41,511 $ 302,514 $ 227,523 The accompanying notes are an integral part of these financial statements. 62 Table of Contents PureCycle Technologies LLC NOTES TO THE CONS OLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION Formation and Organization PureCycle Technologies, Inc.
Biggest changeCONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (in thousands) 2025 2024 2023 Cash flows from operating activities Net loss $ ( 182,565 ) $ ( 289,136 ) $ ( 101,715 ) Adjustments to reconcile net loss to net cash used in operating activities Equity-based compensation 14,935 11,653 11,829 Depreciation expense 29,120 31,320 15,935 Loss on disposal of equipment 3,932 — — Write-down of long-lead equipment 15,070 — — Operating lease amortization expense 4,546 3,388 2,923 Amortization of debt issuance costs and debt discounts 23,762 16,618 2,534 Loss on extinguishment of debt 4,394 21,214 — Change in fair value of warrants ( 61,742 ) 71,610 ( 33,824 ) Change in fair value of derivative ( 3,443 ) ( 1,894 ) — Deferred taxes 970 ( 79 ) 650 Other 794 427 1,554 Changes in operating assets and liabilities Accounts receivable ( 2,007 ) — — Inventory ( 1,283 ) ( 3,295 ) ( 4,476 ) Prepaid expenses and other current assets ( 232 ) ( 3,220 ) ( 4,397 ) Prepaid expenses and other noncurrent assets ( 273 ) 220 711 Accounts payable 2,537 4,777 418 Accrued expenses and other current liabilities 8,274 ( 4,375 ) 4,045 Accrued interest 4,285 ( 1,136 ) 11,207 Operating lease right-of-use liabilities ( 3,814 ) ( 2,918 ) ( 2,300 ) Net cash used in operating activities ( 142,740 ) ( 144,826 ) ( 94,906 ) Cash flows from investing activities Purchase of property, plant and equipment ( 40,847 ) ( 55,584 ) ( 153,899 ) Purchase of debt securities, available for sale ( 13,621 ) ( 30,586 ) ( 57,575 ) Sale and maturity of debt securities, available for sale — 79,161 109,371 Net cash used in investing activities ( 54,468 ) ( 7,009 ) ( 102,103 ) Cash flows from financing activities Proceeds from issuance of Series B Convertible Perpetual Preferred Stock 300,000 — — Proceeds from issuance of Series A Preferred shares, inclusive of put option — 21,840 — Proceeds from issuance of Common Stock 33,462 38,203 — Proceeds from issuance of revenue bonds to third parties 16,808 8,000 — Proceeds from issuance of revenue bonds to related parties 20,095 40,000 — Payments on related party revenue bonds ( 10,355 ) ( 980 ) — Payment to purchase revenue bonds — ( 253,230 ) — Proceeds from revolving credit facility and related party note payable 14,900 — 38,000 Payments on revolving credit facility and related party note payable ( 14,900 ) — — Proceeds from issuance and exercise of warrants 6,616 30,050 — Proceeds from equipment lease financing — 12,932 22,101 Payments on equipment lease financing ( 28,722 ) ( 5,501 ) ( 592 ) Debt and preferred stock issuance costs ( 8,720 ) ( 1,119 ) ( 11,048 ) Payments to repurchase shares ( 4,928 ) ( 1,618 ) ( 1,370 ) Proceeds from convertible note offering — — 225,000 Other net payments for financing activities ( 525 ) 2,255 ( 91 ) Net cash provided by/(used in) financing activities 323,731 ( 109,168 ) 272,000 Net increase/(decrease) in cash and cash equivalents and restricted cash 126,523 ( 261,003 ) 74,991 Cash and cash equivalents and restricted cash, beginning of period 41,511 302,514 227,523 Cash and cash equivalents and restricted cash, end of period $ 168,034 $ 41,511 $ 302,514 Supplemental disclosure of cash flow information Operating activities Interest paid during the period, net of capitalized interest $ 36,111 $ 42,353 $ 13,862 Non-cash investing activities Additions to property, plant, and equipment in accounts payable and accrued expenses 24,250 33,985 23,539 Non-cash financing activities PIK dividends on Series B Convertible Perpetual Preferred Stock 11,324 — — PIK interest on Series A Preferred Stock 4,099 — — Carrying value of warrant liability issued to satisfy shareholder loan prepayment penalty — 44,386 — Initial fair value of warrant liability issued to satisfy shareholder loan prepayment penalty — 6,802 — PIK interest on related party note payable — 1,938 3,125 Reconciliation of cash and cash equivalents and restricted cash reported in the consolidated balance sheets Cash and cash equivalents $ 156,694 $ 15,683 $ 73,411 Restricted cash - current 1,984 16,656 25,692 Restricted cash - noncurrent 9,356 9,172 203,411 Total cash and cash equivalents and restricted cash $ 168,034 $ 41,511 $ 302,514 The accompanying notes are an integral part of these consolidated financial statements. 49 Table of Contents PureCycle Technologies, Inc.
The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock, units, or warrants that are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any dividends on our common stock to date.
The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of our Common Stock, units, or warrants that are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any dividends on our Common Stock to date.
GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses for the period presented.
GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the related disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses for the period presented.
The Company may redeem the outstanding warrants in whole, but not in part, at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 -trading days within a 30 -day trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
The Company may redeem the outstanding warrants in whole, but not in part, at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -day trading period ending three business days before the Company sends the notice of redemption to the warrant holders.
The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the Series B Warrants.
The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the Series B Warrants.
Based on this evaluation, management concluded that the Company's disclosure controls and procedures are effective to ensure that the information required to be disclosed in reports that it files or submits under the Exchange Act, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, including ensuring that such information is accumulated and communicated to management (including the principal executive and financial officers), as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, management concluded that the Company's disclosure controls and procedures are effective to ensure that the information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, including ensuring that such information is accumulated and communicated to management (including the principal executive and financial officers), as appropriate, to allow timely decisions regarding required disclosure.
It is our present intention to retain any earnings for use in our business operations and, accordingly we do not anticipate that the board of directors will declare any dividends in the foreseeable future on our common stock. 29 Table of Contents Stock Performance Graph The following graph compares the cumulative total stockholder return on the Company’s common stock to the total returns on the Russell 2000 Stock Index and the Standard & Poor’s ("S&P") Small Cap 600 Materials Stock Index.
It is our present intention to retain any earnings for use in our business operations and, accordingly we do not anticipate that the Board will declare any dividends in the foreseeable future on our Common Stock. 29 Table of Contents Stock Performance Graph The following graph compares the cumulative total stockholder return on the Company’s Common Stock to the total returns on the Russell 2000 Stock Index and the Standard & Poor’s ("S&P") Small Cap 600 Materials Stock Index.
The principal issued for the Related Party Bonds amounted to $94.3 million, with $29.8 million of discount and $1.5 million of issuance costs recorded as a reduction of the debt carrying value on the date of the transaction (including retention of $1.5 million of discount and $1.5 million of issuance cost remaining on the Term Loan Facility as of the transaction date, as well as a discount of $6.8 million related to the value of the Series B Warrants issued in satisfaction of the Prepayment Premium).
The principal issued for the Related Party Bonds amounted to $ 94.3 million, with $ 29.8 million of discount and $ 1.5 million of issuance costs recorded as a reduction of the debt carrying value on the date of the transaction (including retention of $ 1.5 million of discount and $ 1.5 million of issuance costs remaining on the Term Loan Facility as of the transaction date, as well as a discount of $ 6.8 million related to the value of the Series B Warrants issued in satisfaction of the Prepayment Premium).
Item 4. Mine Safety Disclosures N ot applicable. 28 Table of Contents Pa rt II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our units, common stock and warrants trade on NASDAQ under the symbols “PCT,” “PCTTW” and “PCTTU,” respectively.
Item 4. Mine Safety Disclosures. N ot applicable. 28 Table of Contents Pa rt II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our units, Common Stock and public warrants trade on NASDAQ under the symbols “PCT,” “PCTTW” and “PCTTU,” respectively.
While many of the categories of feedstock we source are available from independent suppliers, feedstock containing high levels of polypropylene is subject to fluctuations in price and availability attributable to a number of factors, including general economic conditions, commodity price fluctuations, the demand by competitors and other industries for the same raw materials and the availability of complementary and substitute materials.
While many of the categories of feedstock we source are available from independent suppliers, feedstock containing high levels of polypropylene is subject to fluctuations in price and availability attributable to a number of factors, including general economic conditions, commodity price fluctuations, the demand from competitors and other industries for the same raw materials and the availability of complementary and substitute materials.
The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. The updated standard is effective for our annual periods beginning after December 15, 2024.
The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. The updated standard is effective for annual periods beginning after December 15, 2024.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported expenses incurred during the reporting period.
The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported expenses incurred during the reporting period.
Additionally, the high cost of transportation could favor suppliers located in closer proximity to our facilities. If the quality and polypropylene content of the feedstock is lower, the quality of our PureFive resin and efficiencies of our purification process may suffer.
Additionally, the high cost of transportation could favor suppliers located in closer proximity to our facilities. If the quality and polypropylene content of the feedstock is lower, the quality of our PureFive ® resin and/or efficiencies of our Purification process may suffer.
Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Audit Report on Internal Control Over Financial Reporting.
Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
The Series C Warrant provides for a Black-Scholes Value in the event of certain transactions, which includes a floor on volatility utilized in the value calculation at 100% or greater.
The Series C Warrant Agreement provides for a Black-Scholes value calculation in the event of certain transactions, which includes a floor on volatility utilized in the value calculation at 100 % or greater.
An increase in one or both of these inputs would result in a higher assessed value for each instrument. 98 Table of Contents PureCycle Technologies, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Measurement of the Private Warrants The private warrants are measured at fair value on a recurring basis using a Black-Scholes model.
An increase in one or both of these inputs would result in a higher assessed value for each instrument. 85 Table of Contents PureCycle Technologies, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Measurement of the Private Warrants The private warrants are measured at fair value on a recurring basis using a Black-Scholes model.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
On March 5, 2024, PCT LLC, a subsidiary of the Company, purchased 99 % of the outstanding revenue bonds with $ 74.5 million of unrestricted cash and $ 184.6 million of restricted cash. The Purchase was determined to be an extinguishment of the underlying debt obligation due to PCO being a wholly owned subsidiary of the Purchaser.
In March 2024, PCT LLC, a subsidiary of the Company, purchased 99 % of the outstanding Revenue Bonds with $ 74.5 million of unrestricted cash and $ 184.6 million of restricted cash. The purchase was determined to be an extinguishment of the underlying debt obligation due to PCO being a wholly-owned subsidiary of the Purchaser.
The Company files returns in the U.S. federal jurisdiction and in various state jurisdictions based on existing tax laws.
The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions based on existing tax laws.
In the future, PCT may become party to additional legal matters and claims arising in the ordinary course of business.
Other Matters In the future, PCT may become party to additional legal matters and claims arising in the ordinary course of business.
The profitability of our business also depends on the availability and proximity of these raw materials to our Feed PreP facilities and purification plants. The choice of feedstock to be used at our facilities is determined primarily by the price, availability, and polypropylene purity and content of waste polypropylene procured.
The profitability of our business also depends on the availability and proximity of these raw materials to our Feed PreP facilities and Purification plants. The choice of feedstock to be used at our facilities is determined primarily by the price, availability and composition, including polypropylene purity and content, of waste polypropylene procured.
Where the Company has made royalty payments to its product development partners, the Company expenses such payments as incurred unless it has determined that is it probable that such prepaid royalties have future economic benefit to the Company. In such cases prepaid royalties will be reduced as royalties would otherwise be due to the partners.
Where the Company has made royalty payments to its product development partners, the Company expenses such payments as incurred unless it has determined that it is probable that such prepaid royalties have future economic benefit. In such cases, prepaid royalties will be reduced as the royalties would have been due to the partners.
Performance-Based Restricted Stock Agreements The shares issued pursuant to the Performance-Based Restricted Stock Agreements vest depending on if the performance obligations are met.
Performance-Based Restricted Stock Awards The shares issued pursuant to the Performance-Based Restricted Stock Agreements vest depending on if the performance obligations are met.
The fair value of the financial liabilities above is derived from the trading price of the Company's publicly traded bonds on the last trading day of the fiscal year. The Company's publicly traded bonds are thinly traded and, as such, the Company has deemed this input as an unobservable input.
The fair value of the liabilities above is derived from the trading price of the Company's publicly traded bonds on the last trading day of the fiscal year. The Company's publicly traded bonds are thinly traded and, as such, the Company has deemed the input as an unobservable input.
Recent Sales of Unregistered Securities None. 30 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information with respect to the Company’s purchases of its common stock for the fourth quarter of 2024.
Recent Sales of Unregistered Securities None. 30 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information with respect to the Company’s purchases of its Common Stock for the fourth quarter of 2025.
The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.
The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
Prior to issuing the Notes and as part of its overall business plan, the Company has focused on the value of the sustainability opportunities PureFive resin offers to support expanding a circular economy.
Prior to issuing the Green Convertible Notes and as part of its overall business plan, the Company has focused on the value of the sustainability opportunities PureFive resin offers to support expanding a circular economy.
Controls and Procedure Evaluation of Disclosure Controls and Procedures PCT’s Management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, as of December 31, 2024 (the end of the period covered by this Annual Report on Form 10-K).
Evaluation of Disclosure Controls and Procedures PCT’s Management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, as of December 31, 2025 (the end of the period covered by this Annual Report on Form 10-K).
Management of the Company assessed the effectiveness of PCT’s internal control over financial reporting as of December 31, 2024, based on the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Management of the Company assessed the effectiveness of PCT’s internal control over financial reporting as of December 31, 2025, based on the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Therefore, the Company's Chief Executive Officer, who is also the CODM, makes decisions and manages the Company's operations as a single operating segment, which encompasses integrated business activities related to the recycling of polypropylene into resins.To date, the Company has limited operations and measures performance on a consolidated basis.
Therefore, the Company's Chief Executive Officer , who is also the CODM, makes decisions and manages the Company's operations as a single operating segment, which encompasses integrated business activities related to the recycling of polypropylene into resin pellets. To date, the Company has limited operations and measures performance on a consolidated basis.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 27, 2025 expressed an unqualified opinion.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2026 expressed an unqualified opinion.
Each warrant is exercisable at a price per share of Common Stock of $11.50, subject to adjustment for splits, dividends, recapitalizations and other similar events.
Each warrant is exercisable at a price per share of the Company's Common Stock of $ 11.50 , subject to adjustment for splits, dividends, recapitalizations and other similar events.
The Company’s Consolidated Statements of Comprehensive Loss include the significant expense categories provided to the CODM on a consolidated basis, and t he CODM does not review significant classifications of expenses outside of those shown on the Consolidated Statements of Comprehensive Loss. The CODM primarily reviews certain operating key performance indicators ("KPIs") for evaluating performance and allocating resources.
The Company’s Consolidated Statements of Comprehensive Loss include the significant expense categories provided to the CODM on a consolidated basis, and the CODM does not review significant classifications of expenses outside of those shown on the Consolidated Statements of Comprehensive Loss. The CODM primarily reviews certain operating key performance indicators for evaluating performance and allocating resources.
A $ 21.2 m illion loss on extinguishment of the Bonds was recognized in the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2024.
As a result, a $ 21.2 m illion loss on extinguishment of the Bonds was recognized in the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2024.
On June 16, 2023, following unsuccessful efforts at mediating various disputes over certain unapproved change orders and payment applications, DB filed a demand for binding arbitration (“Arbitration Demand”) with the American Arbitration Association (“AAA”), seeking approximately $ 17.0 million related to certain fee applications, change orders and amounts currently held in retainage by PCO, and, on June 21, 2023, filed a mechanics lien in Lawrence County, Ohio for the same sum.
On June 16, 2023, following unsuccessful efforts at mediating various disputes over certain unapproved change orders and payment applications, DB filed a demand for binding arbitration (“Arbitration Demand”) with the American Arbitration Association (“AAA”), seeking approximately $ 17.0 million plus attorney's fees and cost of the arbitration related to certain fee applications, change orders and amounts currently held in retainage by PCO, and, on June 21, 2023, filed a mechanics lien in Lawrence County, Ohio for the same sum.
(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements”).
(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements).
Based on this evaluation, management of the Company has concluded that PCT’s internal control over financial reporting was effective as of December 31, 2024.
Based on this evaluation, management of the Company has concluded that PCT’s internal control over financial reporting was effective as of December 31, 2025.
The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility was based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the private warrants.
The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of issuance. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the private warrants.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated February 27, 2025 expressed an unqualified opinion on those financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 26, 2026 expressed an unqualified opinion on those financial statements.
PCT's Management, including our principle executive and financial officers, have concluded that the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with GAAP.
PCT's Management, including its principle executive and financial officers, have concluded that the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, present fairly, in all material respects, the Company's financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.
The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance.
The graph is presented pursuant to SEC rules and is not meant to be an indication of the Company's future performance.
To pursue those opportunities, the Company purchased equipment and commissioned design services for the Augusta Facility and PreP facilities that will enable the Company to advance circular economy adapted products, production technologies and processes, and/or research and development related to recycling waste polypropylene. We believe those legacy purchases and designs should complement the Company’s Eligible Green Projects development.
To pursue those opportunities, the Company purchased equipment and commissioned design services for PreP facilities that will enable the Company to advance circular economy adapted products, production technologies and processes, and/or research and development related to recycling waste polypropylene. The Company believes those legacy purchases and designs should complement the Company’s Eligible Green Projects development.
The Company recognizes compensation expense for the Performance PSUs equal to the fair value of the equity-based compensation awards and is recognized on a straight-line basis over the vesting period of such awards as the Company has concluded the performance condition is probable to be met.
The Company recognizes compensation expense for the PSUs equal to the grant-date fair value of the equity-based compensation awards on a straight-line basis over the vesting period of such awards as the Company has concluded the performance condition is probable to be met.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we”, “us”, “our”, and “the Company” are intended to mean the business and operations of PCT and its consolidated subsidiaries. Overview PureCycle Technologies, Inc.
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.
Long-Lived Assets Impairment Assessment The Company evaluates the recoverability of long-lived assets when events and circumstances indicate that the assets may be impaired and the undiscounted net cash flows estimated to be generated by those assets are less than their carrying value.
Long-Lived Assets Impairment Assessment We evaluate the recoverability of long-lived assets when events and circumstances indicate that the assets may be impaired and the undiscounted net cash flows estimated to be generated by those assets are less than their carrying value.
The Company has determined this provision introduces leverage to the holders of the Series A Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, the Company has classified the Series A Warrants as a liability pursuant to ASC 815.
The Company has determined this provision introduces leverage to the holders of the Series B Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, the Company classified the Series B Warrants as a liability pursuant to ASC 815, Derivatives and Hedging Activities .
The U.S. federal net operating losses can be carried forward indefinitely, the state net operating losses in certain jurisdictions can be carried forward indefinitely while certain jurisdictions expire at various dates, and the research and development tax credit can be carried forward for up to 20 years.
The U.S. federal net operating losses can be carried forward indefinitely, the state net operating losses in certain jurisdictions can be carried forward indefinitely, while certain other jurisdictions expire at various dates, and the research and development tax credit can be carried forward for up to 20 years and will begin to expire in 2042.
The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends. The fair value of the underlying Company shares was determined using the Monte Carlo simulation.
The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends on its Common Stock. The fair value of the underlying Company shares was determined using a Monte Carlo simulation.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Southfield, Michigan February 27, 2025 58 Table of Contents PureCycle Technologies, Inc.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Southfield, Michigan February 26, 2026 44 Table of Contents PureCycle Technologies, Inc.
Other Information Rule 10b5-1 Trading Plans None of the Company’s directors or officers adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended December 31, 2024.
I t em 9B. Other Information. Rule 10b5-1 Trading Plans None of the Company’s directors or officers adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended December 31, 2025.
March 17, 2021 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 PureCycle Technologies, Inc. $ 100.00 $ 33.11 $ 23.39 $ 14.01 $ 35.47 Russell 2000 $ 100.00 $ 96.88 $ 77.08 $ 90.13 $ 100.53 S&P Small Cap 600 Materials $ 100.00 $ 102.88 $ 96.62 $ 115.92 $ 138.85 Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Form 10-K and Note 5, Equity-Based Compensation of the Notes to Consolidated Financial Statements included herein for additional information required.
March 17, 2021 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 PureCycle Technologies, Inc. $ 100.00 $ 33.11 $ 23.39 $ 14.01 $ 35.47 $ 29.72 Russell 2000 $ 100.00 $ 96.88 $ 77.08 $ 90.13 $ 100.53 $ 113.41 S&P Small Cap 600 Materials $ 100.00 $ 102.88 $ 96.62 $ 115.92 $ 117.10 $ 134.12 Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Form 10-K and Note 15 - Equity-Based Compensation of the Notes to Consolidated Financial Statements included herein for additional information required.
Comparison of the years ended December 31, 2023 and 2022 Refer to Item 7.
Comparison of the Years ended December 31, 2024 and December 31, 2023 Refer to Item 7.
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.
As of December 31, 2025, there were $ 75.6 million of outstanding Bonds that PCT intends to, and has the ability to, re-market based on the need for additional liquidity.
PCT has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy.
Quantitative and Qualitative Disclosures About Market Risk Inflation Risk The primary inflationary factors affecting our operations are labor, materials, and energy costs related to construction of our purification plants and Feed PreP facilities. Continued inflationary pressures could affect the global and U.S. economies and could have an adverse impact on our construction costs.
Inflation Risk The primary inflationary factors affecting our operations are labor, materials, and energy costs related to construction and operation of our Purification plants and Feed PreP facilities. Continued inflationary pressures could affect the global and U.S. economies and could have an adverse impact on our construction costs.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the results of operations discussion for the fiscal year ended December 31, 2023 compared to the fiscal year ended 37 Table of Contents December 31, 2022.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for the results of operations discussion for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023.
Subject to timely prior written notice and payment of breakage fees, if any, PCT may at any time and from time to time (i) terminate all or any portion of the commitments under the Revolving Credit Agreement and/or (ii) prepay all or any portion of any outstanding borrowings. 43 Table of Contents The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature.
Subject to prior written notice and payment of breakage fees, if any, PCT may (i) terminate all or any portion of the commitments under the Revolving Credit Agreement, and/or (ii) prepay all or any portion of any outstanding borrowings. The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature.
NOTE 5 - EQUITY-BASED COMPENSATION 2021 Equity Incentive Plan On March 17, 2021, our stockholders approved the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”). The Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance units, dividend equivalents, and certain other awards.
NOTE 15 - EQUITY-BASED COMPENSATION 2021 Equity Incentive Plan On March 17, 2021, the Company's stockholders approved the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”). The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance shares, performance units ("PSUs"), dividend equivalents, and certain other awards.
As of December 31, 2024 , the Company’s cash and cash equivalents balance represents cash and money market funds deposited with financial institutions, as well as commercial paper and US treasuries with maturities of 90 days or less at acquisition. These balances may exceed federally insured limits; however, the Company believes the risk of loss is low.
As of December 31, 2025 , the Company’s cash and cash equivalents balance represents cash and money market funds deposited with financial institutions, as well as U.S. treasuries with maturities of 90 days or less at acquisition. These balances may exceed federally insured limits; however, the Company believes the risk of loss is low.
The Company has classified the private warrants as a warrant liability as there is a provision within the warrant agreement that allows for private warrants to be exercised via a cashless exercise while held by the Sponsor and affiliates of the Sponsor, but would not be exercisable at any time on a cashless basis if transferred and held by another investor.
The private warrants are accounted for as liability-classified as there is a provision within the warrant agreement that allows for private warrants to be exercised via a cashless exercise while held by the holder and affiliates of the original holder, but would not be exercisable at any time on a cashless basis if transferred and held by another investor.
In general, the performance-based stock units (“Performance PSUs”) will be earned based on achievement of pre-established financial and operational performance objectives and will vest on the date the attainment of such performance objectives as determined by the Compensation Committee of the Board, subject to the participant’s continued employment with the Company.
In general, the PSUs will be earned based on achievement of pre-established financial and/or operational performance objectives and will vest on the date the attainment of such performance objectives as determined by the Compensation Committee of the Board, subject to the participant’s continued employment with the Company.
Property, plant and equipment are recorded at cost and are depreciated over their estimated useful lives, unless the useful life is indefinite, using the straight-line method over the following table: Building 10 - 39 years Land Indefinite Office equipment and furniture 3 - 5 years Machinery and equipment 3 - 30 years Fixtures and Furnishings 5 - 7 years Construction in progress relates to costs capitalized in conjunction with major improvements that have not yet been placed in service, and accordingly are not currently being depreciated.
Property, plant and equipment are recorded at cost and are depreciated over their estimated useful lives, unless the useful life is indefinite, using the straight-line method over the following estimated useful lives: Buildings 10 - 40 years Machinery and equipment 3 - 30 years Leasehold improvements 2 - 5 years Fixtures and furnishings 5 - 7 years Land improvements 15 years Land Indefinite Construction in progress relates to costs capitalized in conjunction with major improvements that have not yet been placed in service, and accordingly are not currently being depreciated.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Hedging (“ASC 815”). The classification of instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S.
The classification of instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S.
The Pure Plastic Term Loan Facility On May 8, 2023, the Company entered into a $ 40 million Term Loan Facility pursuant to the Term Loan Credit Agreement dated as of May 8, 2023, among the Company, the Guarantors and Pure Plastic LLC (as Lender, Administrative Agent, and Security Agent), which matures on December 31, 2025 (the “Term Loan Facility”).
The Pure Plastic Term Loan Facility On May 8, 2023, the Company entered into a $ 40.0 million Term Loan Facility pursuant to the Term Loan Credit Agreement dated as of May 8, 2023, among the Company, the Guarantors party thereto and Pure Plastic LLC (as Lender, Administrative Agent, and Security Agent), which would have matured on December 31, 2025 (the “Term Loan Facility”).
T he Company has determined the Series B Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions: December 31, 2024 May 10, 2024 Expected annual dividend yield — % — % Expected volatility 93.1 % 99.3 % Risk-free rate of return 4.4 % 4.5 % Expected option term (years) 5.92 6.56 The expected term of the warrants granted is determined based on the duration of time the warrants are expected to be outstanding.
T he Company has determined the Series B Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions: December 31, 2025 2024 Expected annual dividend yield — % — % Expected volatility 101.5 % 93.1 % Risk-free rate of return 3.7 % 4.4 % Expected option term (years) 4.9 5.9 The expected term of the Series B Warrants is determined based on the duration of time the warrants are expected to be outstanding.
In general, the amount of shares issuable under the Plan will be automatically increased on the first day of each fiscal year, beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 3 % of the shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Board of Directors (the “Board”) of the Company. 85 Table of Contents PureCycle Technologies, Inc.
In general, the amount of shares issuable under the Plan will be automatically increased on the first day of each fiscal year, beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 3 % of the shares of the Company’s Common Stock outstanding on the last day of the immediately preceding fiscal year, or, (b) such smaller number of shares as determined by the Board.
The carrying value of the Related Party Bonds is recorded within Related party bonds payable in the Consolidated Balance Sheets.
The carrying value of the Related Party Bonds is recorded within related party bonds payable (current and noncurrent) in the Consolidated Balance Sheets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Preferred Transactions On September 11, 2024, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “Investors”), including related parties, pursuant to which the Company agreed to sell to the Investors, in a private placement, an aggregate of (i) 50,000 shares of the Company’s Series A Preferred Stock, par value $ 0.001 per share (“Series A Preferred Stock”), sold at an initial issue price of $ 1,000 per share (the “Initial Issue Price”), (ii) 8,528,786 shares of the Common Stock, sold at a price of $ 4.69 per share (the “Common Stock Price”), and (iii) Series C Warrants to purchase an aggregate of 5,000,000 shares of Common Stock at a price of $ 11.50 per share of Common Stock (the “Series C Warrants”, and the shares of Common Stock issuable upon exercise of the Series C Warrants, the “Warrant Shares”).
Stockholders' Equity Preferred Transactions On September 11, 2024, the Company entered into subscription agreements (the “Series A Subscription Agreements”) with certain investors (the “Series A Investors”), including affiliates of Sylebra and Samlyn, both related parties, pursuant to which the Company agreed to sell to the Series A Investors, in a private placement, an aggregate of (i) 50,000 shares of the Company’s Series A Preferred Stock, par value $ 0.001 per share (“Series A Preferred Stock”), sold at an initial issue price of $ 1,000 per share, (ii) 8,528,786 shares of the Company's Common Stock, sold at a price of $ 4.69 per share (the “Common Stock Price”), and (iii) Series C Warrants to purchase an aggregate of 5,000,000 shares of the Company's Common Stock at a price of $ 11.50 per share of Common Stock (the “Series C Warrants”, and the shares of Common Stock issuable upon exercise of the Series C Warrants, the “Warrant Shares”).
The Company has determined this provision introduces leverage to the holders of the Series C Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, the Company has classified the Series C Warrants as a liability pursuant to ASC 815.
The Company has determined this provision introduces leverage to the holders of the Series C Warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares.
In April 2019, Legacy PCT elected to enter into Phase 3 of the agreement and prepaid a royalty payment in the amount of $ 2.0 million, which will be reduced against future royalties payable as sales occur. Phase 3 of the agreement relates to the commercial manufacture period for the manufacture of the licensed product.
In April 2019, Legacy PCT elected to enter into Phase 3 of the agreement and prepaid a royalty payment in the amount of $ 2.0 million, which will be reduced against future royalties payable, as sales occur.
If the net carrying value exceeds the fair value, an impairment loss exists and is calculated as the amount by which the carrying amount of a long-lived asset exceeds its fair value. Operating Costs Operating costs are expensed as incurred.
If the net carrying value exceeds the fair value, an impairment loss exists and is calculated as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Parent Corp., a Delaware corporation and wholly owned direct subsidiary of ROCH (“ParentCo”), Roth CH Merger Sub LLC, a Delaware limited liability company and wholly owned direct subsidiary of Parent Co, Roth CH Merger Sub Corp., a Delaware corporation and wholly owned direct subsidiary of ParentCo and PureCycle Technologies LLC (“PCT LLC” or “Legacy PCT”) pursuant to the Agreement and Plan of Merger dated as of November 16, 2020, as amended from time to time (the “Merger Agreement”).
Parent Corp., a Delaware corporation and wholly-owned direct subsidiary of ROCH (“ParentCo”), Roth CH Merger Sub LLC, a Delaware limited liability company and wholly-owned direct subsidiary of Parent Co, Roth CH Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of ParentCo and PCT LLC pursuant to the Agreement and Plan of Merger dated as of November 16, 2020, as amended from time to time (the “Merger Agreement”).
The Company has determined the Series C Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions: December 31, 2024 September 13, 2024 Expected annual dividend yield — % — % Expected volatility 93.1 % 85.10 % Risk-free rate of return 4.4 % 3.50 % Expected option term (years) 5.90 6.00 The expected term of the warrants granted is determined based on the duration of time the warrants are expected to be outstanding.
The Company has determined the Series C Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions: December 31, 2025 2024 Expected annual dividend yield — % — % Expected volatility 101.5 % 93.1 % Risk-free rate of return 3.7 % 4.4 % Expected option term (years) 4.9 5.9 The expected term of the Series C Warrants granted is determined based on the duration of time the warrants are expected to be outstanding.
In addition, if the Company undergoes a fundamental change (as defined in the Indenture), holders of the Notes may require the Company to repurchase their Notes at a cash repurchase price equal to 100 % of the accreted principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
In addition, if the Company undergoes a fundamental change (as defined in the Indenture), holders of the Green Convertible Notes may require the Company to repurchase their notes at a cash repurchase price equal to 100 % of the accreted principal amount of the notes, plus accrued and unpaid interest.
(“PCT” or “Company”) is a Florida-based corporation focused on commercializing a patented dissolution recycling technology to physically separate the polymer from other plastics, color, and contaminants (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.
Overview We are a Florida-based corporation focused on commercializing a patented dissolution recycling technology to physically separate the polymer from other plastics, color, odors and impurities (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.
Valuation allowances are established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The valuation allowance on our deferred tax assets was $ 155.5 million and $ 91.7 million as of December 31, 2024 and 2023, respectively, resulting in a net change of $ 63.8 million year-over-year.
Valuation allowances are established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The valuation allowance on our deferred tax assets was $ 214.6 million and $ 155.5 million as of December 31, 2025 and 2024, respectively, resulting in a net change of $ 59.1 million year-over-year.
By not altering the chemical makeup of the polymer, the Company is able to use significantly less energy and reduce production costs as compared to virgin resin. • Compounding is a step which can be used on a case-by-case basis.
By not altering the chemical makeup of the polymer, the Company is able to use significantly less energy and reduce production costs as compared to virgin resin. ▪ Compounding, which involves blending the Company's resin with either virgin resin or additives, is a step that can be used on a case-by-case basis.
Series A Preferred Stock The shares of Series A Preferred Stock were issued pursuant to a Certificate of Designations (the “Certificate of Designations”) filed on September 13, 2024, and rank senior to the Common Stock with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up.
Series A Preferred Stock The shares of Series A Preferred Stock were issued pursuant to a Certificate of Designations (the “Series A Certificate of Designations”) filed on September 13, 2024, as amended on September 17, 2024 (as described below), and rank senior to the Company's Common Stock with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up.
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