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): ~~January~~April 159, 2025

PURE CYCLE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)


0-8814		84-0705083
(Commission File Number)		(IRS Employer Identification No.)

34501 East Quincy Avenue, Building 1, Suite D, Watkins, CO 80137

(Address of principal executive offices) (Zip Code)


Registrant’s telephone, including area code	(303) 292-3456

N/A

(Former name or former address, if changed since last report.)

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


Common Stock 1/3 of $.01 par value	PCYO	The NASDAQ Stock Market
(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)

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 (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth ~~company~~Registrant 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~~Registrant ☐

If an emerging growth ~~company~~Registrant, 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. ☐

This current report on Form 8-K is filed by Pure Cycle Corporation (Registrant), a Colorado corporation, in connection with the matters described herein

Item 2.02 Results of Operations and Financial Condition.

~~This~~On ~~current~~April ~~report~~9, on2025, ~~Form 8-K~~the isRegistrant ~~filed~~issued bya ~~Pure~~press ~~Cycle~~release ~~Corporation~~announcing (its financial results for the ~~“Registrant”),~~three aand ~~Colorado~~six ~~corporation~~months ended February 28, in2025. ~~connection~~A ~~with~~copy of the ~~matters~~press ~~described~~release is furnished as Exhibit 99.1 hereto, and in incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the press release furnished as Exhibit 99.1 to this current report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in any such filing.

Item 57.0701Regulation ~~Submission~~FD ~~of Matters to a Vote of Security Holders.~~Disclosure

~~The~~On ~~Registrant~~April ~~held its annual meeting of shareholders on January 15~~10, 2025~~. Holders of 24~~,~~074,631~~ ~~shares~~the ofRegistrant ~~common~~presented ~~stock~~and ~~outstanding~~posted ~~as of the record date~~ on ~~November 15,~~its ~~2024,~~website ~~were~~a ~~entitled~~presentation tosummarizing ~~vote~~Pure atCycle’s ~~the~~operations ~~meeting,~~and offinancial ~~which~~results ~~21,184,129~~(Earnings ~~shares, or 87~~Presentation).~~99%~~ ofThe ~~those~~Earnings ~~entitled~~Presentation tois ~~vote,~~furnished ~~were~~as ~~present~~Exhibit ~~in person or by proxy at the meeting~~99. ~~The~~2 ~~results~~to ofthis ~~the~~Form ~~matters~~8-K ~~voted upon~~ and ~~approved~~is atincorporated ~~the~~herein ~~meeting~~by ~~are~~reference. ~~as follows:~~

1The information contained in the Earnings Presentation is summary information and should be read in conjunction with Pure Cycle’s filings with the Securities and Exchange Commission and other public announcements that Pure Cycle may make by press release or otherwise from time to time. ~~Election~~The Earnings Presentation will be posted in the Investor Relations section of ~~Directors~~Pure Cycle’s website, www.purecyclewater.com.

			Broker
	For	Withheld	Non-Votes
Mark W. Harding	14,231,085	411,366	6,541,678
Patrick J. Beirne	14,224,960	417,491	6,541,678
Wanda J. Abel	11,957,968	2,684,483	6,541,678
Frederick A. Fendel III	14,230,043	412,408	6,541,678
Susan D. Heitmann	14,459,221	183,230	6,541,678
Daniel R. Kozlowski	13,914,105	728,346	6,541,678
Jeffrey G. Sheets	13,752,460	889,991	6,541,678

The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.2 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liabilities of that section. The information contained in the presentation shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

~~2. For the ratification of the appointment of Forvis Mazars, LLP as the Registrant’s independent registered public accounting firm for the 2025 fiscal year.~~(d)Exhibits

For	Against	Abstain	Broker
Exhibit No.		Description
				Non-Votes
99.1		Press Release dated April 9, 2025, announcing earnings for the three and six months ended February 28, 2025
20,999,347	50,968	133,814	-
99.2		Three and six months ended February 28, 2025 earnings presentation
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)

~~3. For the approval, on an advisory basis, of executive compensation.~~

For	Against	Abstain	Broker
				Non-Votes
14,390,793	86,194	165,464	6,541,678

SIGNATURE

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

~~Pursuant~~Date: toApril ~~the requirements of the Securities Exchange Act of 1934~~10, ~~as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2025

~~Date: January 17, 2025~~

Vice PURE CYCLE CORPORATION By: /s/ Marc S. Spezialy Marc S. Spezialy Vice President and Chief Financial Officer

~~ PURE CYCLE CORPORATION By: /s/ Marc Spezialy Marc Spezialy Vice President and Chief Financial Officer~~

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