PureCycle Technologies, Inc.

Previous wording

the outcome of any legal or regulatory proceedings to which PCT is, or may become, a party including the securities class action and putative class action cases;

Current wording

the outcome of any legal or regulatory proceedings to which PCT is, or may become, a party;

Previous wording

any business disruptions due to political or economic instability, pandemics, armed hostilities (including the ongoing conflict between Russia and Ukraine and the conflict in the Middle East);

Current wording

any business disruptions due to political or economic instability, pandemics, or armed hostilities (including the ongoing conflict between Russia and Ukraine and the conflict in the Middle East);

Previous wording

Compounding is a step that can be used on a case-by-case basis. Compounding allows for the modification of the resin to meet the end-user’s qualifications with melt flow, flexibility, clarity and strength being some of the properties that can be tailored through compounding.

Current wording

Compounding, which involves blending our resin with either virgin resin or additives, is a step that can be used on a case-by-case basis. Compounding allows for the modification of the resin to meet the end-user’s qualifications with melt flow, flexibility, clarity and strength being some of the properties that can be tailored through compounding.

Previous wording

In June 2025, we entered into binding subscription agreements with certain investors, including related parties, to which we agreed to sell to the investors, in a private placement transaction, an aggregate of 300,000 shares of the Company’s Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, at an initial issue price of $1,000 per share. The gross proceeds from the Offering were approximately $300.0 million before deducting fees and expenses.

Current wording

In June 2025, we entered into binding subscription agreements with certain investors, including related parties, to which we agreed to sell to the investors, in a private placement transaction, an aggregate of 300,000 shares of the Company’s Series B Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series B Convertible Perpetual Preferred Stock”), at an initial issue price of $1,000 per share. The gross proceeds from the offering were approximately $300.0 million before deducting fees and expenses.

Previous wording

We announced that we will begin construction of a 130.0 million pound polypropylene recycling facility in Thailand. We will be working with IRPC Public Company Limited ("IRPC") at IRPC’s eco-industrial zone in Rayong, Thailand. IRPC is an integrated petrochemical operator in Southeast Asia. Its production structure comprises petroleum and petrochemical complexes, complete with utilities and infrastructure supporting the operations, including a deep-sea port, oil depots and power plants. We can leverage this existing site infrastructure to reduce the costs of construction activities. Construction of this facility will begin in the second half of 2025 and is expected to become operational in mid-2027.

Current wording

We announced that we will begin construction of a 130.0 million pound polypropylene recycling facility in Thailand. We will be working with IRPC Public Company Limited ("IRPC") at IRPC’s eco-industrial zone in Rayong, Thailand. IRPC is an integrated petrochemical operator in Southeast Asia. Its production structure comprises petroleum and petrochemical complexes, complete with utilities and infrastructure supporting the operations, including a deep-sea port, oil depots and power plants. We intend to leverage this existing site infrastructure to reduce the costs of certain construction activities. The permitting process has begun for this site, and the facility is expected to become operational in 2027.

Previous wording

We also plan to construct a 130.0 million pound polypropylene recycling facility at our Antwerp, Belgium site. We are currently advancing the permitting process in Belgium and expect to receive the required permits in 2026. The facility in Antwerp is projected to be operational in 2028.

Current wording

We also plan to construct a 130.0 million pound polypropylene recycling facility at our Antwerp, Belgium site. We are currently advancing the permitting process in Belgium and expect to submit all permits by the end of 2025. The facility in Antwerp is projected to be operational in 2028.

Previous wording

We also plan to build a 300.0 million pound multi-line purification facility at our Augusta, Georgia location. The design of the larger purification facility will incorporate learnings from our Ironton Facility. Construction is expected to begin on the Augusta Facility in mid-2026. This line is planned to be integrated with pre-processing ("PreP") and compounding assets. We expect to have the PreP facilities operational in mid-2026 and the first purification line at the Augusta Facility operational in 2029.

Current wording

We also plan to build a 300.0 million pound multi-line purification facility at our Augusta, Georgia location. The design of the larger purification facility will incorporate learnings from our Ironton Facility. This line is planned to be integrated with pre-processing ("PreP") and compounding assets. We expect to have the first purification line at the Augusta Facility operational in 2029.

Previous wording

In July 2025, we received an additional FDA LNO, which expands upon previous LNOs and allows our PureFive™ resin to be produced under a broader range of process conditions. These broader conditions allow for greater flexibility and reduced energy usage in the purification process. Under these process conditions, our resin can be used in articles in contact with all types of food under FDA’s Conditions of Use ("COU") "A" (“high temperature heat-sterilized”) through "H" (“frozen or refrigerated storage: ready-prepared foods intended to be reheated in containers at time of use”), provided the feedstock comes from food contact articles and complies with all applicable authorizations.

Current wording

During 2025, we received additional FDA LNOs, which expand upon previous LNOs and allows our PureFive™ resin to be produced under a broader range of process conditions. These broader conditions allow for greater flexibility and reduced energy usage in the purification process. Subject to operating under these process conditions, our resin can be used in articles in contact with all types of food under FDA’s Conditions of Use ("COU") "A" (“high temperature heat-sterilized”) through "H" (“frozen or refrigerated storage: ready-prepared foods intended to be reheated in containers at time of use”), provided the feedstock comes from food contact articles and complies with all applicable authorizations.

Previous wording

Our revenue is primarily generated from the sale of finished products or byproducts to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership. Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer. Sales revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for that finished product.

Current wording

Our revenue is primarily generated from the sale of finished products or byproducts to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership. Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer. Net sales revenue is recognized on the net amount expected to be received by the Company from the customer.

Previous wording

Comparison of Three and Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of Three and Nine Months ended September 30, 2025 and 2024

Previous wording

The following table summarizes our operating results for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our operating results for the three and nine months ended September 30, 2025 and 2024:

Previous wording

The Company reported approximately $1.7 million and $3.2 million in revenues during the three and six months ended June 30, 2025, respectively. 2025 is the first year of meaningful operations and sales. The Company is currently in various stages of customer application trials, which is anticipated to generate revenue growth in future periods.

Current wording

The Company reported approximately $2.4 million and $5.7 million in revenues during the three and nine months ended September 30, 2025, respectively. Fiscal year 2025 is the first year of meaningful operations. The Company is currently in various stages of customer application trials, which is anticipated to generate revenue growth in future periods.

Previous wording

Cost of operations increased approximately $7.8 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Cost of operations for the three months ended June 30, 2025 included a $3.7 million loss on disposal of fixed assets, $2.6 million higher production-related costs due to the ramp-up in production that has occurred during the current year as compared to the prior year, $1.8 million higher employee-related expenses, and $0.6 million higher supplies and materials, partially offset by $1.5 million lower facilities costs due to extra costs incurred during the prior year to progress operations at our Ironton Facility.

Current wording

Cost of operations increased approximately $12.6 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Cost of operations for the three months ended September 30, 2025 included $4.9 million of higher professional services and contract labor driven by preliminary planning and design work for our Thailand and Augusta facilities, $3.2 million of higher production-related costs due to the ramp-up in production that has occurred during the current year as compared to the prior year, $2.6 million higher facilities costs attributable to the opening of our PreP facility in Denver, Pennsylvania in September of 2024, and the expansion of offsite storage and processing space, and $1.0 million of higher supplies and materials costs.

Previous wording

Cost of operations increased approximately $9.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Cost of operations for the six months ended June 30, 2025 included approximately $4.3 million higher production-related costs due to the ramp-up in production that occurred during the current year, $3.7 million in loss on disposal of fixed assets, $2.8 million higher employee-related expenses, and $1.3 million higher supplies and materials, partially offset by $1.6 million lower depreciation expense and $1.3 million lower facilities costs due to extra costs incurred during the prior year to progress operations at our Ironton Facility.

Current wording

Cost of operations increased approximately $22.5 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Cost of operations for the nine months ended September 30, 2025 included approximately $7.5 million higher production-related costs due to the ramp-up in production that occurred during the current year, $5.0 million of higher professional services and contract labor driven by preliminary planning and design work for our Thailand and Augusta facilities, $3.7 million in loss on disposal of fixed assets, $3.4 million higher employee-related expenses to support the expanded needs of the organization, $2.3 million of higher supplies and materials, and $1.3 million of higher facilities costs attributable to the opening of our PreP facility in Denver, Pennsylvania in September of 2024, and the expansion of offsite storage and processing space, partially offset by $1.7 million lower depreciation expense.

Previous wording

Research and development expenses decreased approximately $0.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. This decrease was mainly driven by lower employee costs.

Current wording

Research and development expenses decreased approximately $0.1 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This decrease was mainly driven by lower employee costs.

Previous wording

Research and development expenses decreased approximately $0.5 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. This decrease was primarily driven by $0.4 million of lower employee costs and $0.2 million of lower operational site costs, partially offset by $0.1 million of higher research and development activities.

Current wording

Research and development expenses decreased approximately $0.6 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This decrease was primarily driven by $0.6 million of lower employee costs and $0.1 million of lower operational site costs, partially offset by $0.2 million of higher research and development activities.

Previous wording

Selling, general and administrative expenses decreased approximately $1.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. This decrease was primarily driven by approximately $6.0 million of lower legal costs mostly as a result of settlement of outstanding cases in the prior year, partially offset by $3.6 million of higher equity-based compensation from new awards issued since the prior year, including a special grant as discussed above, and $1.0 million higher employee-related expenses to support the growth in the business.

Current wording

Selling, general and administrative expenses decreased approximately $2.4 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. This decrease was primarily driven by approximately $1.5 million of lower legal costs mostly as a result of settlement of outstanding cases in the prior year.

Previous wording

Selling, general and administrative expenses decreased approximately $0.3 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. This decrease was primarily driven by approximately $3.8 million of lower legal costs mostly as a result of settlement of outstanding cases in the prior year, partially offset by $3.1 million of higher equity-based compensation from new awards issued since the prior year, including a special grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant and $0.9 million higher employee-related expenses to support the growth of the business.

Current wording

Selling, general and administrative expenses decreased approximately $4.2 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This decrease was primarily driven by approximately $7.5 million of lower legal costs mostly as a result of settlement of outstanding cases in the prior year, partially offset by $3.5 million of higher equity-based compensation from new awards issued since the prior year, including a special grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant, and $0.4 million higher employee-related expenses.

Previous wording

Interest expense increased by $5.6 million for both the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024. The increase in interest expense was primarily attributed to sales of our Revenue Bonds during the second quarter of 2025, which increased the level of outstanding debt, and interest paid on our draw on the Sylebra line of credit.

Current wording

Interest expense increased by $7.3 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase in interest expense was primarily attributed to interest on the Series A Preferred Stock issued during the third quarter of 2024 and higher interest on our Revenue Bonds as a result of current year sales of our Revenue Bonds. The increase in interest expense was partially offset by a decrease in interest expense on equipment financing and interest on the Pure Plastic Term Loan Facility paid off during the second quarter of 2024.

Previous wording

Interest income for the three months ended June 30, 2025 remained relatively consistent with the three months ended June 30, 2024. The $3.1 million decrease for the six-month period was primarily attributable to the liquidation of our available-for-sale investment portfolio earlier during 2024.

Current wording

The interest income decrease of $0.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 was primarily attributable to the liquidation of our available-for-sale investment portfolio earlier during 2024, offset by the increase in the cash balance as a result of the proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter of 2025.

Previous wording

During the three and six months ended June 30, 2025, the fair value of our liability-classified warrants increased approximately $86.7 million and $16.0 million, respectively, as compared to the same periods in 2024, primarily driven by an increase in the underlying value of our common stock, partially offset by fewer warrants outstanding as a result of the exercise of the RTI Warrants during the first quarter of 2025.

Current wording

During the nine months ended September 30, 2025, the fair value of our liability-classified warrants increased by $1.9 million, as compared to an increase in the fair value of $54.5 million during the nine months ended September 30, 2024. The current year increase is mainly driven by an increase in the underlying value of our Common Stock, partially offset by fewer warrants outstanding as a result of current year warrant exercises combined with a decrease in the remaining term. The prior year increase was chiefly driven by an increase in the underlying price of the Company's Common Stock, combined with an increase in the number of warrants during 2024.

Previous wording

Change in Loss on Debt Extinguishment

Current wording

Loss on Debt Extinguishment

Previous wording

During the three months ended June 30, 2025, the $0.6 million of other income was primarily comprised of a $0.3 million decrease in the fair value of the Series A Preferred Stock put option, resulting in a gain recorded in other income. During the three months ended June 30, 2024, the $1.1 million of other expense was primarily attributed to a $0.8 million impairment charge related to an operating right-of-use asset.

Current wording

During the three months ended September 30, 2025, the $0.2 million of other income was primarily comprised of sublease income. During the three months ended September 30, 2024, the $0.3 million of other expense was primarily comprised of a $0.4 million increase in the fair value of the Series A Preferred Stock put option.

Previous wording

During the six months ended June 30, 2025, the $5.2 million in other income was primarily comprised of a $3.4 million decrease in the fair value of the Series A Stock put option, resulting in a gain recorded in other income, and a net gain from insurance proceeds of approximately $1.3 million related to settlement of the shareholder derivative lawsuit. During the six months ended June 30, 2024, the $1.1 million of other expense was primarily attributed to a $0.8 million impairment charge related to an operating right-of-use asset.

Current wording

During the nine months ended September 30, 2025, the $5.4 million in other income was primarily comprised of a $3.4 million decrease in the fair value of the Series A Preferred Stock put option, resulting in a gain recorded in other income, and a net gain from insurance proceeds of approximately $1.3 million related to settlement of the shareholder derivative lawsuit. During the nine months ended September 30, 2024, the $1.4 million of other expense was primarily attributed to a $0.8 million impairment charge related to an operating right-of-use asset during the second quarter of 2024 plus a $0.4 million change in the fair value of the put option during the third quarter of 2024.

Previous wording

As of June 30, 2025, we had approximately $284.1 million of cash and cash equivalents, which consists primarily of investments in money markets and commercial paper with original maturities of three months or less, as well as approximately $13.9 million of restricted cash. We also have a $200.0 million revolving credit facility with Sylebra Capital (the “Revolving Credit Facility”) that is undrawn and expires on September 30, 2026.

Current wording

As of September 30, 2025, we had approximately $234.4 million of cash and cash equivalents, which consists primarily of investments in money markets and commercial paper with original maturities of three months or less, as well as approximately $12.9 million of restricted cash. We also have a $200.0 million revolving credit facility (“Revolving Credit Facility”) with Sylebra Capital Management ("Sylebra") that is undrawn and expires on September 30, 2027. On November 4, 2025, the Company entered into the Tenth Amendment to the Revolving Credit Agreement, which extended the maturity date of the Revolving Credit Facility from September 30, 2026 to September 30, 2027 and added a clause regarding the potential redemption of Series A Preferred Stock. If, on or prior to March 17, 2026, sufficient proceeds are received from the exercise of Series A Warrants and the Board of Directors approve, then the Company shall redeem in full the Series A Preferred Stock.

Previous wording

A summary of our cash flows for the periods indicated is as follows:

Current wording

A summary of our cash flows for the nine months ended September 30, 2025 and 2024 is as follows:

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 decreased by $4.0 million as compared to the six months ended June 30, 2024. This decrease is mainly attributed to costs connected with the construction of our Ironton Facility in the prior year.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 increased by $1.1 million as compared to the nine months ended September 30, 2024. This increase is mainly attributed to higher operating costs in connection with the ramp-up in production at the Ironton Facility during 2025.

Previous wording

During the six months ended June 30, 2025, we reported cash used in investing activities of approximately $23.6 million, which was entirely comprised of cash paid for capital expenditures during that period. During the six months ended June 30, 2024, we reported cash provided by investing activities of approximately $23.9 million, which is comprised of approximately $79.2 million of cash proceeds from the sale of debt securities, partially offset by the purchase of debt securities totaling $30.6 million and capital expenditures of $24.7 million. We sold all of our debt securities during 2024 and had no similar type transactions during 2025.

Current wording

During the nine months ended September 30, 2025, we reported cash used in investing activities of approximately $27.5 million, which was entirely comprised of cash paid for capital expenditures during that period. During the nine months ended September 30, 2024, we reported cash provided by investing activities of approximately $14.6 million, which is comprised of approximately $79.2 million of cash proceeds from the sale of debt securities, partially offset by capital expenditures of $34.0 million, and the purchase of debt securities totaling $30.6 million. We sold all of our debt securities during 2024 and had no similar type transactions during 2025.

Previous wording

We reported net cash provided by financing activities of approximately $355.6 million during the six months ended June 30, 2025 as compared to net cash used in financing activities of approximately $223.3 million during the six months ended June 30, 2024.

Current wording

We reported net cash provided by financing activities of approximately $347.3 million during the nine months ended September 30, 2025 as compared to net cash used in financing activities of approximately $110.5 million during the nine months ended September 30, 2024.

Previous wording

Cash provided by financing activities for the six months ended June 30, 2025 is primarily comprised of $300.0 million of proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter of 2025, $33.3 million of proceeds from the issuance of the Company's Common Stock, $26.9 million of proceeds from the sale of revenue bonds, $14.9 million in proceeds on draws on our Sylebra revolving line of credit facility and a short-term borrowing from a related party, and $5.4 million in proceeds from the exercise of the RTI Warrants during 2025. These cash inflows were partially offset by $14.9 million in payments on our Sylebra revolving line of credit facility and a short-term borrowing from a related party, $4.3 million in payments on equipment financing, $2.8 million payments to repurchase shares, $1.0 million in debt issuance costs paid, and $1.3 million for other financing activities.

Current wording

Cash provided by financing activities for the nine months ended September 30, 2025 is primarily comprised of $300.0 million of proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter of 2025, $33.5 million of proceeds from the issuance of the Company's Common Stock, $26.9 million of proceeds from the sale of Revenue Bonds, $14.9 million in proceeds on draws on our Revolving Credit Facility and a short-term borrowing from a related party, $6.6 million in proceeds from the exercise of the RTI Global Warrants, Series A Warrants and private warrants during 2025, and $0.7 million in proceeds for other financing activities. These cash inflows were partially offset by $14.9 million in payments on our Revolving Credit Facility and a short-term borrowing from a related party, $7.7 million in payments on equipment financing, $7.6 million in debt and preferred stock issuance costs paid, and $4.5 million in payments to repurchase shares.

Previous wording

Cash used in financing activities for the six months ended June 30, 2024 is mainly comprised of $253.2 million paid to purchase the outstanding Revenue Bonds during 2024, $1.6 million in payments on equipment financing, and $1.1 million in debt issuance costs paid, partially offset by $30.0 million of proceeds from the sale of revenue bonds during 2024, and $3.8 million of other proceeds from financing activities during 2025.

Current wording

Cash used in financing activities for the nine months ended September 30, 2024 is mainly comprised of $253.2 million paid to purchase the outstanding Revenue Bonds during 2024, $3.1 million in payments on equipment financing, $1.1 million in payments to repurchase shares of the Company's Common Stock, and $1.1 million in debt issuance costs paid. These outflows are partially offset by $48.0 million of proceeds from the sale of Revenue

Previous wording

The Company sold $30.5 million par value in Revenue Bonds during the six months ended June 30, 2025. See Note 8 –Long-term Debt and Bonds Payable to our unaudited condensed consolidated financial statements included in Part I, Item 1. "Financial Statements."

Current wording

The Company sold $30.5 million par value in Revenue Bonds during the nine months ended September 30, 2025. See Note 8- Long-Term Debt and Bonds Payable to our unaudited condensed consolidated financial statements included in Part I, Item 1. "Financial Statements."