SEC Form FWP filed by PureCycle Technologies Inc.

T+2; June 15, 2026

Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the business day preceding the settlement date should consult their own advisors.

We estimate that the net proceeds to us from the Convertible Notes Offering will be approximately $242.0 million (or approximately $278.3 million if the underwriters of the Convertible Notes Offering exercise their over-allotment option in full), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We expect to use the net proceeds from the Convertible Notes Offering, together with the net proceeds from the Concurrent Stock Offering, if consummated: (i) to pay the approximately $246.3 million cost of repurchasing for cash approximately $216.0 million in aggregate principal amount at maturity of our 7.25% Green Convertible Senior Notes due 2030 (the “Green Convertible Notes”) in the Note Repurchase Transactions as described below; (ii) to repurchase additional Green Convertible Notes from time to time; and (iii) for working capital and other general corporate purposes. See “Use of Proceeds” in the Convertible Notes Preliminary Prospectus Supplement.

Concurrently with the pricing of the notes, we entered into privately negotiated transactions to repurchase for cash approximately $216.0 million in aggregate principal amount at maturity of the Green Convertible Notes (including $50.0 million in aggregate principal amount at maturity of the Green Convertible Notes held by certain entities affiliated with Sylebra Capital Management (the “affiliated investors”)) for approximately $246.3 million (including approximately $57.0 million payable to the affiliated investors) (the “Note Repurchase Transactions”).

In connection with any Note Repurchase Transaction, we expect that the hedged holders will unwind all or part of their hedge positions by buying shares of our common stock, including pursuant to the Common Stock Offering, and/or entering into or unwinding various derivative transactions with respect to our common stock. The amount of our common stock to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of our common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of our common stock, including concurrently with the pricing of the notes, which could have resulted in a higher effective conversion price for the notes. We cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes offered hereby or our common stock.

Make-Whole
Fundamental
Change
Effective Date

June 15, 2026

July 1, 2027

July 1, 2028

July 1, 2029

July 1, 2030

July 1, 2031

July 1, 2032

If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year.

If the stock price is greater than $40.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Convertible Notes Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate.

If the stock price is less than $8.21 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Convertible Notes Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate.

T+2; June 15, 2026

Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the common stock prior to the business day preceding the settlement date will be required, by virtue of the fact that the common stock initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the common stock who wish to trade the common stock prior to the business day preceding the settlement date should consult their own advisors.

We expect to use the net proceeds from the Common Stock Offering, together with the net proceeds from the Convertible Notes Offering, if consummated: (i) to pay the approximately $246.3 million cost of repurchasing for cash approximately $216.0 million in aggregate principal amount at maturity of the Green Convertible Notes in the Note Repurchase Transactions; (ii) to repurchase additional Green Convertible Notes from time to time; and (iii) for working capital and other general corporate purposes. See “Use of Proceeds” in the Common Stock Preliminary Prospectus Supplement.