PureCycle Technologies (PCT) Proxy filing summary

Executive summary

• Consent is solicited from holders of 5,893,827 outstanding warrants to amend the Warrant Agreement, lowering the Redemption Trigger Price from $18.00 to $14.38 per share, effective June 17, 2026.

• If approved, the expiration date of all warrants will be extended to March 17, 2027, or the date fixed for redemption, whichever is earlier.

• The Board unanimously approved and recommends the amendment, citing increased likelihood for warrant holders to realize value and for the company to raise up to $67.8 million if warrants are exercised.

• The amendment is intended to benefit both the company and shareholders by facilitating earlier redemption and potential capital for global expansion.

Voting matters and shareholder proposals

• The proposal requires written consent from holders of a majority of outstanding warrants; failure to respond or abstain counts as a vote against.

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

Board of directors and corporate governance

• The Board, led by CEO Dustin Olson, unanimously recommends consenting to the amendment and will effectuate the extension if approved.

• Board actions and recommendations are clearly communicated to warrant holders.