ORLANDO, June 11, 2026 (GLOBE NEWSWIRE) -- PureCycle Technologies, Inc. (“PureCycle” or “we,” “our” or “us”) (Nasdaq: PCT) today announced the pricing of its previously announced underwritten public offerings of $250.0 million aggregate principal amount of its 4.75% convertible senior notes due 2032 (the “notes” and such offering, the “Notes Offering”), and, concurrently, 17,661,388 shares of its common stock, par value $0.001 per share (the “common stock”; such offering, the “Common Stock Offering” and, together with the Notes Offering, the “Offerings”), at a public offering price of $8.21 per share, for aggregate gross proceeds of $395.0 million. In addition, PureCycle has granted (i) the underwriters in the Notes Offering a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of notes, solely to cover over-allotments, and (ii) the underwriters in the Common Stock Offering a 30-day option to purchase up to an additional 2,283,800 shares of common stock.
Subject to the satisfaction of customary closing conditions, the Offerings are expected to close on or about June 15, 2026. Neither the closing of the Notes Offering nor the closing of the Common Stock Offering is conditioned upon the closing of the other offering.
PureCycle estimates that the net proceeds from the Notes Offering will be approximately $242.0 million (or approximately $278.3 million if the underwriters of the Notes Offering exercise their over-allotment option in full), after deducting underwriting discounts and commissions and PureCycle’s estimated offering expenses. PureCycle estimates that the net proceeds from the Common Stock Offering will be approximately $137.1 million (or approximately $154.9 million if the underwriters of the Common Stock Offering exercise their option to purchase additional shares in full), after deducting underwriting discounts and commissions and PureCycle’s estimated offering expenses.
PureCycle expects to use the net proceeds from the Notes Offering, together with the net proceeds from the Common Stock Offering, (i) to pay the approximately $246.3 million cost of repurchasing for cash approximately $216.0 million in aggregate principal amount at maturity of PureCycle’s outstanding 7.25% green convertible notes due 2030 (the “Green Convertible Notes”) in privately negotiated transactions, (ii) to repurchase additional Green Convertible Notes from time to time, and (iii) for working capital and other general corporate purposes.
The notes will be general unsecured obligations of PureCycle and will accrue interest at a rate of 4.75% per annum, from June 15, 2026. The notes will be payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The notes will mature on July 1, 2032, unless earlier repurchased, redeemed or converted.
Holders may convert their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. PureCycle will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at PureCycle’s election.
The initial conversion rate is 90.2242 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $11.08 per share of common stock. The initial conversion price represents a premium of approximately 35.0% to the public offering price per share of common stock in the Common Stock Offering. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if PureCycle delivers a notice of redemption, PureCycle will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.
PureCycle may not redeem the notes prior to July 6, 2029. PureCycle may redeem for cash all or any portion of the notes (subject to certain limitations), at PureCycle’s option, on a redemption date on or after July 6, 2029, if the last reported sale price per share of the common stock has been at least 130% of the conversion price then in effect for a specified period of time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
On July 8, 2030, or if PureCycle undergoes a “fundamental change” (as defined in the indenture governing the notes), then, subject to certain conditions and exceptions, holders may require PureCycle to repurchase for cash all or any portion of their notes at a specified repurchase date repurchase price or fundamental change repurchase price, as applicable, equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.
Morgan Stanley is acting as sole bookrunner for each of the Offerings. Cantor is acting as co-manager for each of the Offerings.
The Offerings are being made pursuant to an automatically effective shelf registration statement on Form S-3 (File No. 333-296672), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2026 that became effective upon filing pursuant to Rule 462(e) of the Securities Act of 1933 (the “Securities Act”). The Offerings are being made only by means of prospectus supplements and accompanying prospectuses. The preliminary prospectus supplements, the final prospectus supplements and accompanying prospectuses relating to the Offerings have been or will be filed with the SEC and are or will be available free of charge on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplements and accompanying prospectuses relating to the Offerings may also be obtained, when available, from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities in the Offerings, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
PureCycle Contact
Christian Bruey
cbruey@purecycle.com
Investor Relations Contact
Eric DeNatale
edenatale@purecycle.com
About PureCycle
PureCycle Technologies LLC., a subsidiary of PureCycle Technologies, Inc., holds a global license for the only patented dissolution recycling technology, developed by The Procter & Gamble Company (“P&G”), that is designed to transform polypropylene plastic waste (designated as #5 plastic) into a continuously renewable resource. The unique purification process removes color, odor, and other impurities from #5 plastic waste resulting in our PureFive® resin that can be recycled and reused multiple times, changing our relationship with plastic.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about PureCycle’s expectations regarding the proposed Offerings, including statements regarding the expected net proceeds from the Offerings and the use of such proceeds and PureCycle’s expectation that it will complete the proposed Offerings. The forward-looking statements are based on the current expectations of the management of PureCycle and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the sections titled “Risk Factors” contained in the final prospectus supplements related to the Offerings.
