UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

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PureCycle Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40234

86-2293091

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

20 North Orange Avenue,Suite 106

Orlando, Florida

32801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:877 648-3565

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading
Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.001 per share

PCT

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share

PCTTW

The Nasdaq Stock Market LLC

Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant

PCTTU

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

PureCycle Technologies, Inc.’s (“Company”) held its Annual Meeting of Shareholders on Thursday, May 7, 2026, during which the following matters were submitted to a vote of the shareholders, with voting results listed below. The proposals related to each matter are described in detail in the Company’s definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on March 27, 2026.

Proposal 1 – Elect nine (9) Company directors to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified.

Name of Nominee

Votes For

Votes Against

Abstain

Broker Non Vote

Steven Bouck

87,560,715

614,288

79,411

40,253,395

Tanya Burnell

77,585,103

10,602,682

66,629

40,253,395

Daniel Coombs

87,729,665

454,876

69,873

40,253,395

Daniel Gibson

87,838,979

367,033

48,402

40,253,395

Allen Jacoby

86,448,055

1,715,334

91,025

40,253,395

Siri Jirapongphan

87,889,830

271,265

93,319

40,253,395

Valerie Mars

87,929,314

254,564

70,536

40,253,395

Fernando Musa

77,113,855

11,052,132

88,427

40,253,395

Dustin Olson

77,560,088

10,642,056

52,270

40,253,395

Proposal 2 – Ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For

Votes Against

Abstain

Broker Non Vote

127,904,943

406,709

196,157

0

Proposal 3 – Approve, on an advisory basis, the Company’s named executive officer compensation.

Votes For

Votes Against

Abstain

Broker Non Vote

75,421,353

12,538,570

294,491

40,253,395

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Set forth below is a list of Exhibits included as part of this Current Report.

Exhibit Number

Description of Exhibit

104

The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PureCycle Technologies, Inc.

Date:

May 11, 2026

By:

/s/ Brad Kalter

Brad Kalter, General Counsel & Corporate Secretary