PureCycle Technologies, Inc. 8-K

What Happened

• PureCycle Technologies, Inc. announced an amendment to its Warrant Agreement on April 16, 2026, via a Second Supplemental Warrant Agreement that was approved by warrant holders. The amendment reduces the redemption trigger price for the company’s public and private warrants from $18.00 to $14.38 per share and extends the warrant expiration date.
• The amendment received the required written consent from holders by the April 16, 2026 consent deadline (vote: 3,997,627 FOR; 7,433 AGAINST; 144,402 ABSTAIN). The amended terms will be effective as of June 17, 2026, and set the new expiration at the earlier of March 17, 2027 or a redemption date.

Key Details

• Redemption trigger price lowered: $18.00 → $14.38 per share (subject to customary adjustments).
• New expiration: warrants will expire at 5:00 p.m. NY time on the earlier of March 17, 2027, or the date set for redemption; amendments effective June 17, 2026.
• Redemption mechanics remain: company may redeem outstanding public warrants (excluding certain private warrants held by initial purchasers/affiliates) for $0.01 if the share price meets the trigger for any 20 trading days within a 30-trading-day period.
• Second Supplemental Warrant Agreement executed April 16, 2026 (consent solicitation filed on Schedule 14A March 26, 2026).

Why It Matters

• For investors, the lower redemption trigger means PureCycle can force redemption of many outstanding warrants at a lower stock price threshold ($14.38 vs. $18.00), increasing the likelihood warrants could be redeemed if the stock trades above that level for the required period. That can affect future share dilution and holders’ opportunity to exercise warrants.
• The extension of the expiration to March 17, 2027 gives warrant holders a longer window before automatic expiration, while also giving the company more time and flexibility to manage outstanding warrants under the revised terms.