NOTE 8 – LONG-TERM DEBT AND BONDS PAYABLE

Convertible Senior Notes

In June 2026, the Company offered (the "Convertible Senior Notes Offering") and issued $287.5 million aggregate principal amount of 4.75% Convertible Senior Notes (the “Convertible Senior Notes”). The Convertible Senior Notes mature on July 1, 2032, unless earlier repurchased, redeemed or converted. The Convertible Senior Notes bear interest at a rate of 4.75% per annum from June 15, 2026, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027.

The net proceeds from the Convertible Senior Notes Offering were approximately $278.0 million, after deducting underwriting costs and estimated offering expenses.

In connection with the issuance of the Convertible Senior Notes, the Company entered into an indenture, dated June 15, 2026, among the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by a first supplemental indenture, dated June 15, 2026 (collectively the “Convertible Senior Indenture”).

Holders of the Convertible Senior Notes may convert all or any portion of their notes at their option at any time prior to the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The conversion rate will initially be 90.2242 shares of Common Stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial conversion price of approximately $11.08 per share of Common Stock). The conversion rate will be subject to adjustment upon the occurrence of certain events. In addition, following certain corporate events described in the Convertible Senior Indenture that occur prior to the maturity date, or upon the issuance of a notice of redemption (as

described below), the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or elects to convert its notes called (or deemed called) for optional redemption during the related redemption period, as the case may be.

The Company may not redeem the Convertible Senior Notes prior to July 6, 2029. The Company may redeem for cash all or any portion of the Convertible Senior Notes (subject to certain limitations specified in the Convertible Senior Indenture), at its option, on a redemption date on or after July 6, 2029, if the last reported sale price per share of Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption to the holders of the Convertible Senior Notes, at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Senior Notes.

On July 8, 2030, or if the Company undergoes a “Fundamental Change” (as defined in the Convertible Senior Indenture), then, subject to certain conditions and exceptions, holders may require the Company to repurchase for cash all or any portion of their notes at a Specified Repurchase Date Repurchase Price or Fundamental Change Repurchase Price (each as defined in the Convertible Senior Indenture), as applicable, equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

The Convertible Senior Indenture includes customary covenants and sets forth certain events of default after which the Convertible Senior Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Convertible Senior Notes become automatically due and payable. The events of default, as set forth in the Convertible Senior Indenture and subject in certain cases to customary grace and cure periods, include customary events including a default in the payment of principal or interest, failure to comply with the obligation to deliver amounts due upon conversion, failure to give certain notices, failure to comply with the obligations in respect of certain merger transactions, failure to comply with certain other covenants, defaults under certain other indebtedness and judgments and certain events of bankruptcy and insolvency. As of June 30, 2026, the Company was in compliance with all covenants under the Convertible Senior Notes.

Green Convertible Notes

On August 24, 2023, the Company issued $250.0 million aggregate principal amount of 7.25% Green Convertible Senior Notes due August 15, 2030 (the “Green Convertible Notes”) at an issue price of $900 per $1,000 principal amount, with the discount accreting through August 15, 2027. The Green Convertible Notes will mature on August 15, 2030 (the “Maturity Date”), unless earlier repurchased, redeemed or converted. The Green Convertible Notes bear interest at a rate of 7.25% per annum on the principal amount at maturity from August 24, 2023, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The Green Convertible Notes are senior unsecured obligations of the Company. Entities affiliated with Sylebra purchased $50.0 million aggregate principal amount at maturity of the Green Convertible Notes.

Holders of the Green Convertible Notes may convert all or any portion of their Green Convertible Notes at their option at any time prior to maturity at an initial conversion rate of 67.4764 shares of Common Stock per $1,000 principal amount at maturity of the Green Convertible Notes (equivalent to an initial conversion price of approximately $14.82 per share of Common Stock), subject to adjustment. The Company may settle conversions in cash, shares of its Common Stock, or a combination thereof, at the Company's option. There were no conversions during the three and six months ended June 30, 2026, and there were no changes to the conversion rate during the periods.

Holders may require the Company to repurchase for cash all or any portion of their Green Convertible Notes on August 15, 2027 at a redemption price equal to 100% of the principal amount at maturity of the Green Convertible Notes to be repurchased, plus accrued and unpaid interest, or upon a fundamental change at 100% of the accreted principal amount plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If certain stock price conditions are met, the Company may redeem the Green Convertible Notes on or after August 20, 2025, and on or before the 40th scheduled trading day immediately before the Maturity Date, at a cash redemption price equal to 100% of the accreted principal amount of the Green Convertible Notes to be redeemed, plus accrued and unpaid interest.

On June 15, 2026, concurrently with the closing of the Convertible Senior Notes as described above, the Company repurchased $216.0 million in aggregate principal amount at maturity of the Green Convertible Notes in privately negotiated transactions for aggregate cash consideration of approximately $246.3 million, including accrued and unpaid interest. Included in the repurchases described above, the Company repurchased $50.0 million in aggregate principal amount at maturity of the Green Convertible Notes held by entities affiliated with Daniel Gibson and Sylebra for aggregate cash consideration of approximately $57.0 million, including accrued and unpaid interest. The Company accounted for the repurchases as an extinguishment of debt in accordance with ASC 405-20, as the conditions were met for liability extinguishment accounting. As a result of the repurchases, the Company recognized a loss on extinguishment of debt of $34.5 million during the three months ended June 30, 2026, which is included in loss on extinguishment of debt in the Condensed Consolidated Statements of Comprehensive Loss. The loss represents the excess of the aggregate cash consideration paid over the net carrying amount of the repurchased Green Convertible Notes, including the write-off of the proportionate unamortized original issue discount and debt issuance costs attributable to the repurchased principal.

As of June 30, 2026, $34.0 million in aggregate principal amount at maturity of the Green Convertible Notes remained outstanding. The indenture, dated August 24, 2023 (the “Indenture”), with U.S. Bank Trust Company, National Association, as trustee, governing the Green Convertible Notes includes customary covenants and events of default, after which the Green Convertible Notes may be declared immediately due and payable. As of June 30, 2026, the Company was in compliance with all covenants under the Indenture.

Revenue Bonds

In October 2020, the Southern Ohio Port Authority (“SOPA”) issued Revenue Bonds (as defined below) pursuant to an Indenture of Trust dated as of October 1, 2020 (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 Company's first commercial-scale recycling facility in Lawrence County, Ohio (the "Ironton Facility"). Capitalized terms used but not defined have the meanings set forth 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”):

In March 2024, PureCycle Technologies LLC ("PCT LLC"), a subsidiary of the Company, purchased 99% of the outstanding Revenue Bonds. PCT LLC has subsequently sold certain of these Revenue Bonds to various third and related parties.

During the six months ended June 30, 2026, the Company did not sell any of its Senior Bonds. During the six months ended June 30, 2025, the Company sold approximately $19.1 million in aggregate principal amount of its Senior Bonds to third parties at a price of $880 per $1,000 principal amount for gross proceeds of $16.8 million.

As of June 30, 2026, there were $75.6 million of outstanding Bonds that PCT LLC intends to, and has the ability to, re-market based on the need for additional liquidity.

The Revenue Bonds are recorded within long-term debt (current and noncurrent) and related party bonds payable (current and noncurrent) in the Condensed Consolidated Balance Sheets. The Company recognized $0.6 million and $0.8 million of third-party interest expense during the three months ended June 30, 2026 and 2025, respectively, and $1.1 million and $1.0 million during the six months ended June 30, 2026 and 2025, respectively. 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 six months ended June 30, 2026 and 2025.

Revenue Bonds Sold to Related Parties

During the six months ended June 30, 2026, the Company did not sell any of its Senior Bonds to related parties. During the six months ended June 30, 2025, the Company sold $11.4 million in aggregate principal amount of its Senior Bonds to related parties at a purchase price of $880 per $1,000 principal amount for gross proceeds of $10.1 million.

The Company recognized interest expense on the related party bonds of $2.2 million and $2.8 million during the three months ended June 30, 2026 and 2025, respectively, and $4.4 million and $4.9 million during the six months ended June 30, 2026 and 2025, respectively.

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 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 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 of 0.25% per annum based on the actual daily unused amount of the Revolving Credit Facility, payable quarterly. Subject to timely prior written notice and payment of breakage fees, if any, PCT may at any time and from time to time (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 are guaranteed by the Guarantors and secured by a security interest in substantially all of the assets of PCT and its majority-owned direct or indirect subsidiaries. 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.

On April 28, 2026, the Company entered into an Agreement pursuant to which PureCycle (Thailand) Company Limited, a wholly-owned subsidiary of the Company, became a Guarantor under the Revolving Credit Agreement. In addition, a Pledge of Shares Agreement was entered into on the same date pursuant to which the Company pledged its shares of PureCycle (Thailand) Company Limited as collateral security for its obligations under the Revolving Credit Agreement.

On June 10, 2026, the Company executed an amendment to the Revolving Credit Agreement to, among other things, (i) permit the Convertible Senior Notes Offering and the 2026 Common Stock Offering and (ii) remove as secured obligations certain obligations in respect of the Company’s Series A Preferred Stock, par value $0.001 per share, Series C Warrants and Pre-Funded Warrants, in each case, owed by Sylebra Capital Management and/or its affiliates.

There were no funds drawn on the Revolving Credit Facility as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026, the Company was in compliance with all covenants under the Revolving Credit Agreement.