WARRANTS

12 Months Ended

Dec. 31, 2025

NOTE 16 - WARRANTS

The Company had the following series of warrants outstanding (in thousands, except per-share values) as of December 31, 2025, and 2024, all of which are exercisable:


	December 31,
Warrant Series	2025		2024		Exercise Price		Expiration Date
RTI Global ("RTI") Warrants		—		1,511	$	5.56	January 17, 2025
Public Warrants		5,715		5,720	$	11.50	March 17, 2026 (1)
Private Warrants		199		199	$	11.50	March 17, 2026 (1)
Series A Warrants		17,757		17,857	$	11.50	March 17, 2026 (1)
Series B Warrants		3,064		3,064	$	11.50	December 1, 2030
Series C Warrants		5,000		5,000	$	11.50	December 1, 2030
Total warrants, issued and outstanding		31,735		33,351

__________

(1) During February 2026, the Company entered into amended warrant agreements, which, in part, extended the expiration dates related to the Public and Private Warrants and the Series A Warrants as described in Note 19 - Subsequent Events.

RTI Warrants

On January 16, 2025, RTI exercised their outstanding warrants. The Company received $5.4 million in cash and issued 1.5 million shares of Common Stock to RTI.

Public Warrants and Private Warrants

The Company has outstanding public and private warrants that entitle each holder to exercise its warrants for a whole number of shares of the Company's Common Stock at a price of $11.50 per share. The warrants expire March 17, 2026, or earlier upon redemption or liquidation. The private warrants are identical to the public warrants, except that the private warrants are non-redeemable so long as they are held by the initial holder or any of its permitted transferees. If the private warrants are held by someone other than the initial holder or its permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

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. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise.

The public warrants are accounted for as equity-classified warrants as they were determined to be indexed to the Company’s stock and meet the requirements for equity classification. 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. Therefore, the Company classifies the private warrants as a liability pursuant to ASC 815, Derivatives and Hedging Activities, until the private warrants are transferred from the initial purchasers or any of their permitted transferees. As of December 31, 2025, approximately 187,000 of the private warrants have been transferred from the initial purchasers.

During the year ended December 31, 2025, 5,756 public warrants were exercised by warrant holders. The Company received $0.1 million in cash and issued 5,576 shares of Common Stock.

Refer to Note 17 - Fair Value of Financial Instruments for further information.

Series A Warrants

On March 7, 2022, the Company issued approximately 17.9 million Series A warrants (the "Series A Warrants") to certain investors in connection with a private placement in 2022 to purchase shares of the Company’s Common Stock. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s Common Stock at a price of $11.50 per share any time after September 17, 2022. The warrants expire on March 17, 2026.

On April 11, 2025, the Company entered into a side letter agreement with certain holders of the Series A Warrants to forbear the Company's exercise of its redemption rights with respect to those certain holders' Series A Warrants. As a consequence of such side letter, the Company is unable to redeem the Series A Warrants for any holder of the Series A Warrants prior to the expiration of the Series A Warrants.

The agreements governing the Series A Warrants provide 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. 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, Derivatives and Hedging Activities.

On July 28, 2025, Glockner, a related party of the Company, exercised 0.1 million of their outstanding Series A Warrants. The Company received $1.2 million in cash and issued 0.1 million shares of Common Stock to Glockner.

Refer to Note 17 - Fair Value of Financial Instruments for further information.

Series B Warrants

On May 10, 2024, the Company issued Series B Warrants to Pure Plastic to purchase an aggregate of 3.1 million shares of the Company's Common Stock (the “Series B Warrant Agreement”). Each whole warrant entitles the registered holder to purchase one whole share of the Company's Common Stock at a price of $11.50 per share. The Series B Warrants expire on December 1, 2030, but may be subject to redemption at any time after January 1, 2028, if certain Common Stock price thresholds are met.

The Series B 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. 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.

Refer to Note 17 - Fair Value of Financial Instruments for further information.

Series C Warrants

On September 13, 2024, pursuant to the Series A Subscription Agreements, the Company issued Series C Warrants to purchase an aggregate of 5.0 million shares of the Company's Common Stock. 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 Series C Warrants expire on December 1, 2030, but may be subject to redemption at any time after January 1, 2029, if certain Common Stock price thresholds are met.

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. 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, Derivatives and Hedging Activities.

Refer to Note 17 - Fair Value of Financial Instruments for further information.

Warrant (benefit)/expense recognized during the years ended December 31, 2025, 2024 and 2023 is presented in the following table:


	Year Ended December 31,
(in thousands)	2025			2024		2023
RTI Warrants	$	(1,291	)	$	8,672	$	(2,233	)
Private Warrants		(161	)		178		(519	)
Series A Warrants		(47,121	)		41,294		(31,072	)
Series B Warrants		(4,719	)		13,666		—
Series C Warrants		(8,450	)		7,800		—
Change in fair value of warrants	$	(61,742	)	$	71,610	$	(33,824	)

PureCycle Technologies, Inc. 10-K