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FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended
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Dec. 31, 2025
Fair Value Disclosures [Abstract] |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 17 – FAIR VALUE OF FINANCIAL INSTRUMENTS The Company records cash and cash equivalents, restricted cash, accounts receivable and accounts payable at cost, which approximates fair value due to their short-term nature or stated rates. The Company records debt at cost less any discounts and issuance costs. As of December 31, 2025 and 2024, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:
|  | December 31, 2025 |  |  | December 31, 2024 |
(in thousands) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents |  | $ | 140,694 |  |  | $ | — |  |  | $ | — |  |  | $ | 140,694 |  |  | $ | 10,409 |  |  | $ | — |  |  | $ | — |  |  | $ | 10,409 |
Restricted cash equivalents: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Restricted cash equivalents - current |  |  | 1,984 |  |  |  | — |  |  |  | — |  |  |  | 1,984 |  |  |  | 16,656 |  |  |  | — |  |  |  | — |  |  |  | 16,656 |
Restricted cash equivalents - noncurrent |  |  | 9,356 |  |  |  | — |  |  |  | — |  |  |  | 9,356 |  |  |  | 9,172 |  |  |  | — |  |  |  | — |  |  |  | 9,172 |
Investments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Corporate Debt Securities, available for sale |  |  | — |  |  |  | 13,631 |  |  |  | — |  |  |  | 13,631 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Put Option liability |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 3,443 |  |  | $ | 3,443 |
Warrant liability: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
RTI Warrants |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 10,109 |  |  |  | 10,109 |
Private Warrants - Liability classified |  |  | — |  |  |  | — |  |  |  | 9 |  |  |  | 9 |  |  |  | — |  |  |  | — |  |  |  | 443 |  |  |  | 443 |
Series A Warrants |  |  | — |  |  |  | 13,673 |  |  |  | — |  |  |  | 13,673 |  |  |  | — |  |  |  | 61,329 |  |  |  | — |  |  |  | 61,329 |
Series B Warrants |  |  | — |  |  |  | — |  |  |  | 15,749 |  |  |  | 15,749 |  |  |  | — |  |  |  | — |  |  |  | 20,468 |  |  |  | 20,468 |
Series C Warrants |  |  | — |  |  |  | — |  |  |  | 29,400 |  |  |  | 29,400 |  |  |  | — |  |  |  | — |  |  |  | 37,850 |  |  |  | 37,850 |
Total warrant liability |  | $ | — |  |  | $ | 13,673 |  |  | $ | 45,158 |  |  | $ | 58,831 |  |  | $ | — |  |  | $ | 61,329 |  |  | $ | 68,870 |  |  | $ | 130,199 |
As of December 31, 2025 and 2024, the estimated fair value of the Company's financial instruments not remeasured at fair value on a recurring basis within the fair value hierarchy are as follows:
|  | December 31, 2025 |  |  | December 31, 2024 |
(in thousands) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Green Convertible Notes |  | $ | — |  |  | $ | — |  |  | $ | 244,560 |  |  | $ | 244,560 |  |  | $ | — |  |  | $ | — |  |  | $ | 233,125 |  |  | $ | 233,125 |
Revenue bonds |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Related party bonds |  |  | — |  |  |  | — |  |  |  | 117,928 |  |  |  | 117,928 |  |  |  | — |  |  |  | — |  |  |  | 98,481 |  |  |  | 98,481 |
Third-party bonds |  |  | — |  |  |  | — |  |  |  | 31,118 |  |  |  | 31,118 |  |  |  | — |  |  |  | — |  |  |  | 11,044 |  |  |  | 11,044 |
Total revenue bonds |  | $ | — |  |  | $ | — |  |  | $ | 149,046 |  |  | $ | 149,046 |  |  | $ | — |  |  | $ | — |  |  | $ | 109,525 |  |  | $ | 109,525 |
For the instruments classified as Level 3, significant changes in any of the significant unobservable inputs in isolation would not result in a materially different fair value estimate. The fair value of the liabilities above is derived from the trading price of the Company's publicly traded bonds on the last trading day of the fiscal year. The Company's publicly traded bonds are thinly traded and, as such, the Company has deemed the input as an unobservable input. Since each of the instruments classified as Level 3 are being valued using similar inputs, a significant change that would impact expected volatility or the market price of PCT's Common Stock could result in a material change to the total combined value of these instruments. An increase in one or both of these inputs would result in a higher assessed value for each instrument. Measurement of the Private Warrants The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 and were valued using the following assumptions:
|  | December 31, |
|  | 2025 |  |  | 2024 |
Expected annual dividend yield |  |  | — | % |  |  | — | %
Expected volatility |  |  | 101.5 | % |  |  | 93.1 | %
Risk-free rate of return |  |  | 3.7 | % |  |  | 4.1 | %
Expected option term (years) |  |  | 0.2 |  |  |  | 1.2 |
The expected term of the private warrants is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of issuance. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the private warrants. The dividend yield on the Company’s private warrants is assumed to be zero as the Company has not historically paid dividends on its Common Stock. The fair value of the underlying Company shares was determined using a Black-Scholes value calculation. A summary of the private warrants activity from December 31, 2024 to December 31, 2025 is as follows:
(in thousands) |  | Fair Value (Level 3) |
Balance, December 31, 2024 |  | $ | 443 |
Warrants transferred from initial purchaser |  |  | (273 | )
Change in fair value |  |  | (161 | )
Balance, December 31, 2025 |  | $ | 9 |
Refer to Note 16 - Warrants for further information. Measurement of the RTI Warrants On January 16, 2025, RTI exercised its outstanding warrants. The Company received $5.4 million in cash and issued 1.5 million shares of the Company's Common Stock. The Company determined the RTI Warrants were to be measured using a Level 3 fair value measurement and was remeasured using a Binomial Tree option pricing model to calculate its fair value using the following assumptions:
|  | December 31, 2024 |
Expected annual dividend yield |  |  | — | %
Expected volatility |  |  | 77.1 | %
Risk-free rate of return |  |  | 4.4 | %
Expected option term (years) |  |  | 0.1 |
The expected term of the RTI Warrants was determined based on the duration of time the warrants were expected to be outstanding. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility was calculated based on the specific volatility of the Company’s publicly-traded Common Stock. The dividend yield on the Company’s warrants was assumed to be zero as the Company has not historically paid dividends on its Common Stock. The fair value of the underlying Company shares was determined using a Binomial Tree pricing model. A summary of the RTI Warrants activity from December 31, 2024 to December 31, 2025 is as follows:
(in thousands) |  | Fair Value (Level 3) |
Balance, December 31, 2024 |  | $ | 10,109 |
Change in fair value |  |  | (1,291 | )
Exercise of warrants |  |  | (8,818 | )
Balance, December 31, 2025 |  | $ | — |
Measurement of the Series A Warrants The Series A Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis using the market price of the Company’s publicly traded warrants, with changes in fair value recorded in current earnings. The Company has determined the publicly traded warrants to be an appropriate proxy to value the Series A Warrants, as both warrants have similar redemption features and the same exercise price. The Series A Warrants are classified as Level 2 for both initial measurement at issuance and subsequent measurement each period. Measurement of the Series B Warrants The Series B Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis. T he Company has determined the Series B Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions:
|  | December 31, |
|  | 2025 |  |  | 2024 |
Expected annual dividend yield |  |  | — | % |  |  | — | %
Expected volatility |  |  | 101.5 | % |  |  | 93.1 | %
Risk-free rate of return |  |  | 3.7 | % |  |  | 4.4 | %
Expected option term (years) |  |  | 4.9 |  |  |  | 5.9 |
The expected term of the Series B Warrants is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the Series B Warrants. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends on its Common Stock. The fair value of the underlying Company shares was determined using a Monte Carlo simulation. A summary of the Series B Warrants activity from December 31, 2024 to December 31, 2025 is as follows:
(in thousands) |  | Fair Value (Level 3) |
Balance, December 31, 2024 |  | $ | 20,468 |
Change in fair value |  |  | (4,719 | )
Balance, December 31, 2025 |  | $ | 15,749 |
Measurement of the Series C Warrants The Series C Warrants meet the definition of derivative instruments and are measured at fair value on a recurring basis. The Company has determined the Series C Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions:
|  | December 31, |
|  | 2025 |  |  | 2024 |
Expected annual dividend yield |  |  | — | % |  |  | — | %
Expected volatility |  |  | 101.5 | % |  |  | 93.1 | %
Risk-free rate of return |  |  | 3.7 | % |  |  | 4.4 | %
Expected option term (years) |  |  | 4.9 |  |  |  | 5.9 |
The expected term of the Series C Warrants granted is determined based on the duration of time the warrants are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the valuation date. The expected volatility is based on the implied volatility calculated for the Company’s public warrants, which have similar characteristics to the Series B Warrants. The dividend yield on the Company’s warrants is assumed to be zero as the Company has not historically paid dividends on its Common Stock. The fair value of the underlying Company shares was determined using a Monte Carlo simulation. A summary of the Series C Warrants activity from December 31, 2024 to December 31, 2025 is as follows:
(in thousands) |  | Fair Value (Level 3) |
Balance, December 31, 2024 |  | $ | 37,850 |
Change in fair value |  |  | (8,450 | )
Balance, December 31, 2025 |  | $ | 29,400 |
Measurement of the Put Option Liability The Put Option liability meets the definition of a derivative instrument and is measured at fair value on a recurring basis. The Company has determined the Put Option liability to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions:
|  | December 31, |
|  | 2025 (1) |  |  | 2024 |
Risk-free rate of return |  |  | — | % |  |  | 4.4 | %
Credit spread |  |  | — | % |  |  | 16.7 | %
__________ (1) During June 2025, the Company announced its plans to construct the Thailand Facility, which has adjusted the timeline on construction of the Augusta Facility. Because the P ut Option is contingent upon the Company incurring any indebtedness that is senior to the Series A Preferred Stock and/or secured by the assets of PureCycle Augusta, LLC, this adjusted timeline has resulted in the likelihood of the Put Option being exercised as remote. Accordingly, there has been no value ascribed to the Put Option as of December 31, 2025. A summary of the Put Option activity from December 31, 2024 to December 31, 2025 is as follows:
(in thousands) |  | Fair Value (Level 3) |
Balance, December 31, 2024 |  | $ | 3,443 |
Change in fair value |  |  | (3,443 | )
Balance, December 31, 2025 |  | $ | — |
In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to fair value measurements.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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