PureCycle Technologies, Inc. 8-K

What Happened
PureCycle Technologies, Inc. (PCT) filed an 8‑K reporting that it closed two registered offerings on June 15, 2026: $287.5 million aggregate principal of 4.75% convertible senior notes due 2032 (notes offering) and 19,854,000 shares of common stock at $8.21 per share (equity offering). Morgan Stanley acted as lead underwriter for both offerings. The company also entered repurchase agreements to buy approximately $216.0 million principal amount of its 7.25% Green Convertible Senior Notes due 2030 for about $246.3 million in cash; after the repurchases, outstanding Green Notes are expected to be ~ $34.0 million.

Key Details

• Notes: $287.5M principal of 4.75% convertible senior notes due July 1, 2032; interest payable semi‑annually; closed June 15, 2026. Net proceeds ≈ $278.3M after fees and expenses. Initial conversion rate = 90.2242 shares per $1,000 principal (≈ $11.08 per share), ~35% premium to the equity offering price. Company may pay cash, shares or combination on conversion.
• Equity: 19,854,000 shares sold at $8.21 per share (including full exercise of the option); net proceeds ≈ $154.2M after fees and expenses. Equity offering closed June 15, 2026.
• Repurchase: Agreements to repurchase ~ $216.0M principal of Green Convertible Notes for ~ $246.3M cash (includes ~$57.0M to affiliated holders). Expected settlement on or about June 15, 2026.
• Other terms: Indenture trustee is U.S. Bank Trust Co.; notes not redeemable before July 6, 2029 (subject to conditions); holders can require repurchase on July 8, 2030 or upon a defined “Fundamental Change.” Company and insiders agreed to 60‑day lock‑ups on sales of common stock and related securities.

Why It Matters
These transactions provide PureCycle with roughly $432.5M in combined net proceeds (≈ $278.3M from the notes and ≈ $154.2M from the equity offering) to strengthen liquidity and to fund the repurchase of a substantial portion of its higher‑coupon Green Convertible Notes. The new convertible debt carries a lower coupon (4.75%) but is convertible at about $11.08 per share, which creates potential future dilution if conversions occur. Investors should note the reduction in legacy Green Note debt (to ~ $34M outstanding) and the 60‑day insider lock‑up, both of which affect near‑term capital structure and share supply.