PureCycle Technologies (PCT) Proxy Filing summary

Executive summary

• Solicitation seeks consent from warrant holders to amend the Warrant Agreement, lowering the Redemption Trigger Price from $18.00 to $14.38 per share and extending the expiration date of all PCT Warrants to March 17, 2027, if approved.

• The Board unanimously recommends approval, citing increased likelihood for warrant holders to realize value and for the company to receive proceeds from warrant exercises.

• If the amendment is not approved, the Redemption Trigger Price remains at $18.00 and warrants expire on June 17, 2026.

• The company will bear all solicitation costs, including a $7,500 fee to Mediant for communication assistance.

Voting matters and shareholder proposals

• The proposal requires written consent from holders of a majority of outstanding PCT Warrants as of March 17, 2026.

• Shareholders may consent, object, or abstain via mail, email, or Internet; abstentions and non-responses count as votes against.

• No shareholder proposals or director nominations were received for the 2026 annual meeting.

Board of directors and corporate governance

• The Board unanimously approved the Warrant Amendment on March 5, 2026, and recommends warrant holders consent to the proposal.

• Board members and executive officers collectively own 18.8% of outstanding common stock as of March 12, 2026.