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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 2629, 2025

PureCycle Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40234	86-2293091
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 North Orange Avenue, Suite 106
Orlando, Florida		32801
(Address of principal executive offices)		(Zip Code)

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

    

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


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PCT	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share	PCTTW	The Nasdaq Stock Market LLC
Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant	PCTTU	The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 18.01 EntryOther into a Material Definitive AgreementEvents.

On ~~October~~December 729, ~~2020~~2025, ~~the~~PureCycle ~~Southern Ohio Port Authority (“SOPA”) issued certain revenue Bonds pursuant to an Indenture of Trust dated as of October 1~~Technologies, ~~2020~~Inc. (~~as amended, restated, supplemented or otherwise modified from time to time,~~ the “~~Indenture~~Company”), ~~between~~entered ~~SOPA~~into ~~and~~a ~~UMB~~Construction ~~Bank,~~Progress ~~N.A.,~~Agreement ~~as Trustee~~ (“~~Trustee~~CPA”), ~~and~~with ~~loaned~~ the ~~proceeds~~Development ~~from~~Authority ~~their sale to PureCycle: Ohio LLC (“PCO”), an Ohio limited liability company and indirect wholly-owned subsidiary~~ of ~~PureCycle Technologies~~Augusta, ~~Inc.~~Georgia (~~the~~ “~~Company~~AEDA”), ~~pursuant~~ to arevise ~~Loan~~and ~~Agreement~~supplement ~~dated~~the asconstruction ofmilestones ~~October 1, 2020, between SOPA~~ and ~~PCO~~related ~~(as~~obligations ~~amended,~~contained ~~restated,~~in ~~supplemented or otherwise modified from time to time,~~ the ~~“Loan~~Economic Development Agreement”) toassociated bewith ~~used to, among other things, acquire, construct and equip~~ the Company’s ~~first commercial~~second-~~scale~~generation polypropylene recycling facility in ~~Lawrence County~~Augusta, ~~Ohio~~Georgia. ~~Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture or the Loan Agreement.~~

OnUnder ~~December~~the ~~26.~~CPA, ~~2025,~~the ~~SOPA,~~Company asagreed ~~Issuer,~~to ~~PCO,~~make ~~PureCycle~~aggregate ~~Technologies~~cash ~~LLC~~payments of $500,000 anto ~~indirect~~AEDA ~~wholly-owned~~in ~~subsidiary~~two equal installments of $250,000, the ~~Company~~first ~~(the~~of ~~“Guarantor”),~~which ~~PCTO~~is ~~Holdco~~expected ~~LLC~~to be paid by January 9, a2026. ~~Delaware~~Additionally, ~~limited~~the ~~liability~~Company ~~company~~waived ~~and~~its ~~affiliate~~right ofto ~~PCO~~exercise (the ~~pledgor~~“Phase II” option contemplated under the ~~Equity~~original ~~Pledge~~Economic ~~and~~Development ~~Security~~ Agreement), ~~and~~which would have permitted the ~~Trustee~~lease ~~entered~~of ~~into~~an ~~the~~additional ~~Seventh~~approximately ~~Supplemental~~50 ~~Indenture~~acres (beyond the ~~“Seventh~~Phase ~~Supplemental~~I ~~Indenture”),~~site. ~~which~~The ~~amended~~Phase ~~certain~~I ~~provisions~~site ofwas ~~the~~originally ~~Indenture~~contemplated ~~and~~to ~~Loan~~ensure ~~Agreement.~~sufficient ~~Amendments~~acreage tofor ~~the~~eight ~~Indenture~~first ~~and~~generation ~~Loan~~purification ~~Agreement~~lines ~~included,~~each incapable ~~relevant~~of ~~part,~~producing ~~amending~~up ~~the~~to ~~definition~~130 million pounds of ~~“Outside~~recycled ~~Completion~~polypropylene ~~Date”~~pellets. toThe ~~mean~~Phase ~~December~~I ~~31,~~site ~~2029;~~will ~~and~~be ~~redefining~~at ~~“Majority~~least ~~Holders”~~equally sufficient for the Company’s second-generation purification lines that are currently anticipated to behave the ~~Holders~~capability to produce 300 million pounds of ~~not~~recycled ~~less~~polypropylene ~~than~~pellets. Further, the CPA establishes a ~~majority~~revised inconstruction ~~aggregate~~timeline ~~principal~~with ~~amount~~milestone oftargets ~~the~~extending ~~Senior~~through ~~Bonds~~commissioning, ~~then~~startup, ~~Outstanding~~and full production, orincluding, ifamong others, start of construction no ~~Senior~~later ~~Bonds~~than ~~are~~March ~~then~~2028. ~~Outstanding,~~The ~~the~~CPA ~~Holders~~provides offor acertain ~~majority~~penalties inand ~~aggregate~~termination ~~principal~~rights ~~amount~~in favor of ~~Bonds~~the ~~then~~AEDA ~~Outstanding~~should the Company fail to meet certain pre-construction and construction milestones.

~~The~~Item ~~foregoing~~9.01 ~~description~~Financial ofStatements ~~the Seventh Supplemental Indenture is not complete~~ and ~~is qualified in its entirety by reference to the full text of the Seventh Supplemental Indenture, which is attached hereto as Exhibit 10~~Exhibits.1.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

~~(d)~~Set forth below is a list of Exhibits included as part of this Current Report.

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


Exhibit Number	Description of Exhibit
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

Exhibit Number	Description of Exhibit
10.1	Seventh Supplemental Indenture, dated as of December 26, 2025
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURES

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

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


			PureCycle Technologies, Inc.

Date:	January 13, 2025	By:	/s/ Jaime Vasquez
			Jaime Vasquez Chief Financial Officer

			PureCycle Technologies, Inc.
Date:	December 30, 2025	By:	/s/ Brad Kalter
			Brad Kalter, General Counsel, Chief Compliance Officer and Corporate Secretary

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