Pure Cycle (PCYO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 14, 2026, to elect seven directors, ratify the auditor, approve executive compensation, and determine the frequency of future say-on-pay votes.

• Shareholders of record as of November 17, 2025, are eligible to vote; each share has one vote, with no cumulative voting.

• Proxy materials and annual report are available online, with options for electronic or paper delivery to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of Forvis Mazars, LLP as auditor for FY 2026, advisory approval of executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for a three-year frequency on say-on-pay votes.

• Shareholder proposals for the 2027 meeting must be submitted by August 6, 2026.

Board of directors and corporate governance

• Board consists of seven members, with a majority independent; CEO and Chair roles are separated.

• Three standing committees: Audit, Compensation, and Nominating, all composed of independent directors.

• Board diversity is emphasized, with efforts to include at least one female and one person of color in candidate pools.

• Directors are elected for one-year terms; all current directors attended at least 75% of meetings in FY 2025.

• Code of Business Conduct and Ethics and shareholder communication policy are in place.