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LONG-TERM DEBT AND BONDS PAYABLE | 12 Months Ended
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Dec. 31, 2025
Debt Disclosure [Abstract] |
LONG-TERM DEBT AND BONDS PAYABLE | NOTE 10 – LONG-TERM DEBT AND BONDS PAYABLE The Company’s debt balances, including related party debt, consist of the following at December 31, 2025 and 2024:
|  | December 31, |
(in thousands) |  | 2025 |  |  | 2024 |
Long-term Debt |  |  |  |  |  |
Green Convertible Notes, interest at 7.25% due semiannually; balance due at maturity in August 2030 |  | $ | 250,000 |  |  | $ | 250,000 |
Revenue Bonds, interest at 7% due semiannually; semiannual principal repayments beginning 2031, maturing 2042 |  |  | 31,900 |  |  |  | 12,800 |
CSC Equipment Financing Payable, bearing interest at a monthly charge of 3.1% of the outstanding balance financed |  |  | — |  |  |  | 19,066 |
Other Debt |  |  | 6,746 |  |  |  | 12,425 |
|  |  | 288,646 |  |  |  | 294,291 |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt |  |  | (18,845 | ) |  |  | (24,473 | )
Less: Current portion |  |  | (6,446 | ) |  |  | (12,932 | )
Long-term debt, less current portion |  | $ | 263,355 |  |  | $ | 256,886 |
Related Party Bonds Payable |  |  |  |  |  |
Revenue Bonds due to related party, interest rates between 6.5% and 13% due semiannually; principal repayments vary by series and began June 30, 2024, fully maturing December 2042 |  |  | 118,310 |  |  |  | 105,830 |
Less: Original issue discount and debt issuance costs classified as a reduction to note payable |  |  | (24,397 | ) |  |  | (29,004 | )
Less: Current portion |  |  | (7,570 | ) |  |  | (10,355 | )
Related party debt, less current portion |  | $ | 86,343 |  |  | $ | 66,471 |
Sylebra Line of Credit, $200.0 million borrowing capacity remaining, interest at SOFR plus 17.5% at December 31, 2025 and 2024; maturing September 2027 |  | $ | — |  |  | $ | — |
Green Convertible Notes On August 24, 2023, the Company completed the private offering of $250.0 million in aggregate principal amount of 7.25% Green Convertible Senior Notes (the “Green Convertible Notes”) with a maturity of August 15, 2030. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, and commenced on February 13, 2024. Each $1,000 principal amount of the Green Convertible Notes was issued at a price of $900. An amount equal to the difference between the issue price and the principal amount will accrete from the original issue date through August 15, 2027. The Notes are senior unsecured obligations of the Company. Entities affiliated with a greater than 5% beneficial owner of the Company purchased $50.0 million aggregate principal amount of the Green Convertible Notes. In connection with the issuance of the Green Convertible Notes, the Company entered into an Indenture, dated August 24, 2023 (the “Indenture”), with U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and events of default, after which the Green Convertible Notes may be declared immediately due and payable. Holders of the Green Convertible Notes may convert their notes at any time prior to the maturity date. The Company may choose to settle conversions in cash, shares of its Common Stock, or a combination of both. The initial conversion rate is 67.4764 shares of its Common Stock per $1,000 principal amount (equivalent to approximately $14.82 per share of its Common Stock). The conversion rate is subject to adjustment for certain events, and in specified circumstances before August 15, 2027, the Company may increase the conversion rate for holders who convert in connection with such events. Holders of the Green Convertible Notes may require the Company to repurchase their notes on August 15, 2027 for cash at 100% of the principal amount at maturity, plus accrued and unpaid interest. In addition, if the Company undergoes a fundamental change (as defined in the Indenture), holders of the Green Convertible Notes may require the Company to repurchase their notes at a cash repurchase price equal to 100% of the accreted principal amount of the notes, plus accrued and unpaid interest. The Company may redeem the Green Convertible Notes on or after August 20, 2025 for cash at 100% of the accreted principal amount, plus accrued and unpaid interest, if certain stock-price conditions are met. No sinking fund is provided for the Green Convertible Notes. The fair value of the Green Convertible Notes is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. Refer to Note 17 - Fair Value of Financial Instruments for further information. The net proceeds from the Green Convertible Notes, excluding any offering expenses, were approximately $218.5 million, after deducting the initial purchaser’s discounts and fees paid to the Company's financial advisor. The Company allocated a portion of the net proceeds to the financing and refinancing of recently completed and future Eligible Green Projects in the U.S. “Eligible Green Projects” means: investments in (i) acquisitions of buildings; (ii) building developments or redevelopments; (iii) renovations in existing buildings; and (iv) tenant improvement projects, in each case, that have received, or are expected to receive, in the three years prior to the issuance of the notes or during the term of the notes, a Leadership in Energy and Environmental Design ("LEED") Silver, Gold or Platinum certification (or environmentally equivalent successor standards). Prior to issuing the Green Convertible Notes and as part of its overall business plan, the Company has focused on the value of the sustainability opportunities PureFive™ resin offers to support expanding a circular economy. To pursue those opportunities, the Company purchased equipment and commissioned design services for PreP facilities that will enable the Company to advance circular economy adapted products, production technologies and processes, and/or research and development related to recycling waste polypropylene. The Company believes those legacy purchases and designs should complement the Company’s Eligible Green Projects development. In June 2025, the Company announced its intent to re-direct and re-purpose certain previously purchased long-lead equipment to its Belgium Facility or Thailand Facility. The Company also announced its intent to design a larger-capacity facility, the first of which is to be constructed and installed at the Augusta Facility. The Company has already allocated $56.0 million toward certain PreP equipment and a research and development lab, and will use additional funds, significantly in excess of the remaining unallocated proceeds from the Green Convertible Notes, to continue engineering design work and to purchase additional long-lead items for the Augusta Facility. Pending such allocation, the Company intends to use the remaining net proceeds for general corporate purposes. The following provides a summary of the interest expense of the Company's Green Convertible Notes:
|  | Year Ended December 31, |
(in thousands, except interest rate) |  | 2025 |  |  | 2024 |  |  | 2023 |
Contractual interest expense |  | $ | 18,125 |  |  | $ | 18,125 |  |  | $ | 6,394 |
Amortization of deferred financing costs |  |  | 1,576 |  |  |  | 1,411 |  |  |  | 462 |
Amortization of original issue discount |  |  | 6,065 |  |  |  | 5,427 |  |  |  | 1,775 |
Effective interest rate |  |  | 11.2 | % |  |  | 11.2 | % |  |  | 11.2 | %
The following provides a summary of balances related to the Company's Green Convertible Notes included in the Consolidated Balance Sheets:
|  | December 31, |
(in thousands) |  | 2025 |  |  | 2024 |
Unamortized deferred financing costs and deferred issuance costs |  | $ | 14,781 |  |  | $ | 22,423 |
Net carrying amount |  |  | 235,219 |  |  |  | 227,577 |
Revenue Bonds In October 2020, the Southern Ohio Port Authority (“SOPA”) issued Revenue Bonds (as defined below) pursuant to an Indenture of Trust (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture of Trust”), between SOPA and UMB Bank, N.A., as trustee, and loaned the proceeds from the Revenue Bond sale to PureCycle: Ohio LLC (“PCO”), an Ohio limited liability company and indirect wholly-owned subsidiary of the Company, pursuant to a Loan Agreement dated as of October 1, 2020, between SOPA and PCO (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). The proceeds are to be used, among other things, to acquire, construct and equip a portion of the Ironton Facility. Capitalized terms used but not defined have the meanings as defined in the Indenture of Trust or the Loan Agreement. The Revenue Bonds were offered in three series (collectively referred to as “the Bonds” or the “Revenue Bonds”): (A) Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A (“Series 2020A Bonds” or "Senior Bonds"); (B) Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020B (“Series 2020B Bonds”); and (C) Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Taxable Series 2020C (“Series 2020C Bonds”).
Bond Series |  | Term |  | Principal Amount (in thousands) |  |  | Outstanding as of December 31, 2025 (in thousands) |  |  | Interest Rate |  |  | Maturity Date
2020A |  | A1 |  | $ | 12,370 |  |  | $ | — |  |  |  | 6.25 | % |  | December 1, 2025
2020A |  | A2 |  |  | 38,700 |  |  |  | 38,700 |  |  |  | 6.50 | % |  | December 1, 2030
2020A |  | A3 |  |  | 168,480 |  |  |  | 92,845 |  |  |  | 7.00 | % |  | December 1, 2042
2020B |  | B1 |  |  | 10,000 |  |  |  | — |  |  |  | 10.00 | % |  | December 1, 2025
2020B |  | B2 |  |  | 10,000 |  |  |  | 9,260 |  |  |  | 10.00 | % |  | December 1, 2027
2020C |  | C1 |  |  | 10,000 |  |  |  | 9,405 |  |  |  | 13.00 | % |  | December 1, 2027
|  |  |  | $ | 249,550 |  |  | $ | 150,210 |  |  |  |  |  |
On March 5, 2024, (the “Closing Date”), PCO and the Holders (as defined in the Indenture) of a majority in the aggregate principal amount of the Series 2020A Bonds outstanding (the "Majority Holders") closed on the Purchase Agreement and Consent (“Purchase Agreement”). The Purchase Agreement was executed by each Holder that elected to sell its Bonds (each, a “Seller” and collectively, “Sellers”). The Sellers received a price equal to $1,050 per $1,000 principal amount of the Bonds held, which amount was calculated in part to compensate the Sellers for default interest accruing from January 2, 2023 through December 31, 2023, as well as other accrued and unpaid interest as consideration for consent to the Third Supplemental Indenture, by and among SOPA, PCO, the Guarantor (as defined in the Indenture), PCTO Holdco LLC ("PCTO Holdco") and the Trustee (as defined in the Indenture) (the “Third Supplemental Indenture”). The Third Supplemental Indenture amended and supplemented the Indenture and certain of the other Financing Documents (as defined by the Indenture) by eliminating substantially all covenants and events of default contained in the Indenture ("Events of Default”), the Loan Agreement and certain of such other Financing Documents. In March 2024, PCT LLC, a subsidiary of the Company, purchased 99% of the outstanding Revenue Bonds with $74.5 million of unrestricted cash and $184.6 million of restricted cash. The purchase was determined to be an extinguishment of the underlying debt obligation due to PCO being a wholly-owned subsidiary of the Purchaser. As of December 31, 2025, there were $75.6 million of outstanding Bonds that PCT intends to, and has the ability to, re-market based on the need for additional liquidity. Of the $259.1 million paid for the purchase, $5.9 million represented payment of accrued and unpaid interest prior to the Closing Date and $253.2 million was allocated to the outstanding carrying value at the Closing Date of $232.0 million. As a result, a $21.2 m illion loss on extinguishment of the Bonds was recognized in the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2024. On March 25, 2024, the Fourth Supplemental Indenture was executed, which instructed the Trustee to release $22.1 million from the Bonds Debt Service Reserve Fund and $3.3 million from the Repair and Replacement Fund to PCO. On June 14, 2024, the Fifth Supplemental Indenture was executed, which amended certain provisions of the Indenture, including redefining Majority Holders to be the Holders of seventy-five percent (75%) in aggregate principal amount of the Senior Bonds then outstanding, or if no Senior Bonds are then outstanding, the Holders of seventy-five percent (75%) in aggregate principal amount of Bonds then outstanding. On August 7, 2024, PCT LLC, Pure Plastic, and several other parties reached agreement on terms whereby certain investors purchased approximately $22.5 million in aggregate par amount of Series A Bonds owned by PCT LLC at a price of $800 per $1,000 principal amount, with $12.5 million being sold to Pure Plastic and $10.0 million being sold to other parties. On October 25, 2024, the Sixth Supplemental Indenture was executed, which amended certain provisions of the Indenture and Loan Agreements to include, among other things, certain financial covenants. The amendments were a requirement of the August 7, 2024 bond purchase documentation. On December 26, 2025, the Seventh Supplemental Indenture was executed, which amended the definition of “Outside Completion Date” to mean December 31, 2029, and redefined “Majority Holders” to be the Holders of not less than a majority in aggregate principal amount of the Senior Bonds then outstanding, or, if no Senior Bonds are then outstanding, the Holders of a majority in aggregate principal amount of Bonds then outstanding. During the year ended December 31, 2025, the Company sold $19.1 million in aggregate principal amount of its Senior Bonds to certain investors at a price of $880 per $1,000 principal amount for gross proceeds of $16.8 million. The Revenue Bonds are recorded within long-term debt (current and noncurrent) and related party bonds payable (current and noncurrent) in the Consolidated Balance Sheets. The Company incurred $2.2 million, $13.9 million and $19.3 million of third party contractual interest cost during the years ended December 31, 2025, 2024, and 2023, respectively. The amount of third party contractual interest for the year ended December 31, 2024 includes $4.1 million of unamortized deferred financing costs and original issue discount that was written off as a loss on extinguishment of debt. As the Revenue Bond proceeds were used to construct the Company’s property, plant and equipment, the interest costs related to the tax-exempt portion of the Revenue Bonds have been capitalized within Property, Plant and Equipment. There was no interest cost capitalized during the years ended December 31, 2025 and 2024. There was $7.1 million interest cost capitalized during the year ended December 31, 2023. The following provides a summary of the Company's Revenue Bonds:
|  | Year Ended December 31, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2023 |
Amortization of deferred financing costs |  | $ | 341 |  |  | $ | 353 |  |  | $ | 838 |
Amortization of original issue discount |  |  | 7,284 |  |  |  | 4,249 |  |  |  | 257 |
|  | December 31, |
(in thousands) |  | 2025 |  |  | 2024 |
Unamortized deferred financing costs and deferred issuance costs |  | $ | 28,461 |  |  | $ | 31,054 |
Net carrying amount |  |  | 121,749 |  |  |  | 87,576 |
Revenue Bonds Sold to Related Parties On May 7, 2024, PCT LLC and Pure Plastic executed a bond purchase agreement (as subsequently amended and restated to reflect the appropriate denomination of bonds, the “Amended and Restated Bond Purchase Agreement”), whereby Pure Plastic purchased approximately $94.3 million in aggregate par amount of Bonds owned by PCT LLC (the “Related Party Bonds”), including (i) a portion of the Series 2020A Bonds, (ii) all of the Series 2020B Bonds, and (iii) all of the Series 2020C Bonds, at a price of $800 per $1,000 principal amount of the Related Party Bonds. Affiliates of Pure Plastic are greater than 5% beneficial owners of the Company. A portion of $75.4 million proceeds from the Revenue Bonds were used to terminate the Company’s obligation under the $40.0 million Term Loan Facility (as defined below) and a Payoff and Release Letter (the “Payoff and Release Letter”) was executed on May 10, 2024. The Company was also required to pay a 12% prepayment premium on the outstanding principal and interest paid in order to prepay the Term Loan Facility (the “Prepayment Premium”), plus certain expenses. The Company issued warrants (“Series B Warrants”) to Pure Plastic pursuant to the Series B Warrant Agreement to satisfy the Prepayment Premium (the “Series B Warrant Agreement”). Refer to Note 16 - Warrants for further discussion. The issuance of the Related Party Bonds and retirement of the Term Loan Facility with Pure Plastic, discussed below, was accounted for as a debt modification. The principal issued for the Related Party Bonds amounted to $94.3 million, with $29.8 million of discount and $1.5 million of issuance costs recorded as a reduction of the debt carrying value on the date of the transaction (including retention of $1.5 million of discount and $1.5 million of issuance costs remaining on the Term Loan Facility as of the transaction date, as well as a discount of $6.8 million related to the value of the Series B Warrants issued in satisfaction of the Prepayment Premium). The carrying value of the Related Party Bonds is recorded within related party bonds payable (current and noncurrent) in the Consolidated Balance Sheets. During the year ended December 31, 2025, the Company sold $22.8 million in aggregate principal amount of its Senior Bonds to related parties at a price of $880 per $1,000 principal amount for gross proceeds of $20.1 million. The Company incurred contractual interest on related party bonds of $16.3 million and $13.0 million for the years ended December 31, 2025 and 2024, respectively. There were no related party bonds at December 31, 2023. CSC Equipment Financing On May 8, 2023, the Company, through PureCycle PreP LLC, an indirect wholly-owned subsidiary of the Company, entered into a Master Lease Agreement (the “Master Lease Agreement”) with CSC Leasing Co. (“CSC”). CSC funded $20.3 m illion for purposes of procuring equipment. During October 2025, the Company paid off the entire outstanding balance of $20.3 million owed to CSC pursuant to the Master Lease Agreement, wrote-off the unamortized debt issuance costs of $0.1 million and recorded a loss on extinguishment of approximately $4.4 million. Varilease Finance, Inc. PCT entered into an equipment financing arrangement with Varilease Finance, Inc. pursuant to a master lease agreement dated June 24, 2024, and received progress funding of $7.6 million in 2024. The Company began making interest only payments in September 2024 and continued to do so until the related equipment was placed in service and principal payments began in January 2025. Sylebra Credit Facility PCT has a $200.0 million revolving credit facility (the "Revolving Credit Facility") pursuant to a credit agreement (the “Revolving Credit Agreement”) dated as of March 15, 2023 and amended from time to time, with PureCycle Technologies Holdings Corp., PCT LLC and the PureCycle Augusta, LLC (collectively, the "Guarantors"), Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, the “Lenders”), and Madison Pacific Trust Limited (the “Administrative Agent” and “Security Agent”). The Lenders and their affiliates are greater than 5% beneficial owners of PCT. The Revolving Credit Facility matures on September 30, 2027. Amounts outstanding under the Revolving Credit Agreement bear interest at a variable annual rate equal to Term SOFR (as defined in the Revolving Credit Agreement) in effect for such period plus 17.50%. PCT is also required to pay a commitment fee equal to 0.25% per annum based on the actual daily unused amount of the Revolving Credit Facility, payable quarterly. Subject to prior written notice and payment of breakage fees, if any, PCT may (i) terminate all or any portion of the commitments under the Revolving Credit Agreement, and/or (ii) prepay all or any portion of any outstanding borrowings. The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Amounts outstanding under the Revolving Credit Agreement are guaranteed by the Guarantors, and are secured by a security interest in substantially all of the assets of PCT. Any majority-owned direct or indirect subsidiaries of PCT are required to guaranty the obligations under the Revolving Credit Agreement and grant security interests in substantially all of their respective assets (subject to certain exceptions). On February 5, 2025, in conjunction with a private placement offering of the Company's Common Stock, the Company, the Guarantors, the Administrative Agent, the Security Agent and the Lenders executed a Limited Consent and Seventh Amendment to the Credit Agreement to, among other things, permit the offering and the transactions contemplated thereby. The lenders and their affiliates are greater than 5% beneficial owners of the Company. On April 11, 2025, the Company entered into the Eighth Amendment to the Revolving Credit Agreement, which extended the maturity date of the Revolving Credit Facility from March 31, 2026 to September 30, 2026. On June 16, 2025, in conjunction with a private placement offering of the Company's Series B Convertible Perpetual Preferred Stock, the Company, the Guarantors, the Administrative Agent, the Security Agent and the Lenders executed a Ninth Amendment to the Credit Agreement to, among other things, (i) permit the offering of the Company's Series B Convertible Perpetual Preferred Stock, and (ii) amend the indebtedness covenant to add a basket for unsecured indebtedness of the Company in an aggregate principal amount not to exceed $50.0 million. During May 2025, the Company drew a total of $10.0 million on the Revolving Credit Facility, which was repaid during June 2025 using the funds received on the Series B Preferred Convertible Perpetual Preferred Stock, as described in more detail in Note 14 - Mezzanine Equity and Stockholders' Equity. On November 4, 2025, the Company entered into the Tenth Amendment to the Revolving Credit Agreement, which extended the maturity date of the Revolving Credit Facility from September 30, 2026 to September 30, 2027 and added a clause regarding the potential redemption of Series A Preferred Stock whereby if, on or prior to March 17, 2026, sufficient proceeds are received from the exercise of Series A Warrants and the Board approves, then the Company shall redeem in full the Series A Preferred Stock. The Company paid issuance costs totaling $2.1 million for amendments to the Revolving Credit Agreement during the year ended December 31, 2025. There were no funds drawn on the Revolving Credit Facility as of December 31, 2025 and 2024, respectively. The up-front commitment fee and other related fees are being amortized over the term of the contract. The Pure Plastic Term Loan Facility On May 8, 2023, the Company entered into a $40.0 million Term Loan Facility pursuant to the Term Loan Credit Agreement dated as of May 8, 2023, among the Company, the Guarantors party thereto and Pure Plastic LLC (as Lender, Administrative Agent, and Security Agent), which would have matured on December 31, 2025 (the “Term Loan Facility”). Affiliates of the lender to the Term Loan Facility are greater than 5% beneficial owners of the Company. On May 10, 2024, Pure Plastic executed the Payoff and Release Letter of the Term Loan Facility, the Term Loan Facility was terminated and the obligations were paid in full. Principal repayments due on long-term debt and related party bonds payable over the next five years are as follows (in thousands):
Year Ending December 31, |  | Long-term Debt |  |  | Related Party Debt |
2026 |  | $ | 6,446 |  |  | $ | 7,570 |
2027 |  |  | 100 |  |  |  | 25,105 |
2028 |  |  | 100 |  |  |  | 7,710 |
2029 |  |  | 100 |  |  |  | 8,220 |
2030 |  |  | 250,000 |  |  |  | 8,760 |
Thereafter |  |  | 31,900 |  |  |  | 60,945 |
|  |  | 288,646 |  |  |  | 118,310 |
Less: Original issue discount and debt issuance costs classified as a reduction to long-term debt |  |  | (18,845 | ) |  |  | (24,397 | )
Less: Current portion |  |  | (6,446 | ) |  |  | (7,570 | )
Total |  | $ | 263,355 |  |  | $ | 86,343 |

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