SCHEDULE: Maran Capital Group Boosts Pure Cycle Stake to 14.7%

A group led by Maran Capital Management, LLC has disclosed a 14.7% beneficial ownership stake in Pure Cycle Corporation, signaling intent for strategic engagement.

Summary

• Maran Capital Management, LLC and affiliated entities, along with Daniel J. Roller and Daniel Kozlowski (collectively, the "Reporting Persons"), have filed a Schedule 13D for Pure Cycle Corporation.
• The Reporting Persons collectively beneficially own 3,549,000 shares of Pure Cycle Corporation's Common Stock, representing approximately 14.7% of the outstanding shares.
• This ownership is based on 24,080,605 shares outstanding as of November 10, 2025, as reported in the Issuer's Form 10-K.
• The aggregate purchase price for the shares held by Maran Partners Fund, LP, Maran SPV1 LP, Plaisance SPV I, LLC, and Daniel Kozlowski totals approximately $37,699,847.
• The Reporting Persons hold these shares for investment purposes and intend to engage with Pure Cycle's Board and management on matters including Board composition, strategic activities, operational improvements, and shareholder value enhancement.
• Daniel Kozlowski currently serves as a member of Pure Cycle's Board of Directors.

Sentiment

Score: 7

Explanation: The filing indicates a strong commitment from a significant investor group to engage with Pure Cycle Corporation's management and Board to enhance shareholder value. The stated intentions to review strategic activities, operational improvements, and potential corporate actions like M&A or balance sheet optimization suggest a proactive approach that could unlock value. However, activist involvement can also introduce uncertainty and potential friction.

Positives

• A significant institutional investor group has taken a substantial stake, indicating confidence in the company's long-term value.
• The Reporting Persons intend to actively engage with management and the Board to enhance shareholder value, potentially leading to strategic improvements.
• Daniel Kozlowski, a Reporting Person, is already on the Board, providing an existing channel for influence and strategic discussions.

Negatives

• The filing indicates potential for activist investor pressure, which could lead to management changes or strategic shifts that may not align with all existing shareholder views.
• Plaisance SPV I, LLC sold 68,778 shares on November 17, 2025, which could be perceived as a slight reduction in conviction by one of the affiliated entities, although overall ownership increased.

Risks

• Potential for disagreements between the activist investor group and current management/Board regarding strategic direction or operational changes.
• Activist campaigns can sometimes be disruptive or costly for the company, diverting resources from core operations.
• The pursuit of initiatives like strategic mergers and acquisitions, balance sheet optimization, or a going private transaction could alter the company's structure and risk profile.

Future Outlook

The Reporting Persons intend to continuously review their investment and may acquire or dispose of shares, engage in communications with the Issuer and other stakeholders, and pursue actions to enhance shareholder value, including potential strategic M&A, balance sheet optimization, leverage use, dividend/share repurchase policies, or a going private transaction.

Management Comments

• We intend to communicate, directly or through intermediaries, with members of the Issuer's board of directors and management, concerning matters relating to the business and affairs of the Issuer.
• These discussions may also include assisting and engaging with the Issuer on a review of its strategic activities, assessment of its organization, opportunities for operational improvement, and the pursuit of initiatives for enhancing shareholder value.

Industry Context

This filing represents a significant activist stake in Pure Cycle Corporation, a company likely involved in water and wastewater services or land development given its name and Colorado location. Such activist investments are common across various industries when investors identify opportunities for operational or strategic improvements to unlock shareholder value. The specific proposals (M&A, balance sheet, dividends) are standard tools for activist investors seeking to influence corporate strategy.

Management Changes

Corporate Governance

Related Party Transactions

• Plaisance Capital, LLC has an arrangement with Maran Capital Management, LLC to receive a portion of management fees and incentive allocation from Maran SPV1 LP and Plaisance SPV I, LLC.
• The Reporting Persons have entered into a Joint Filing Agreement.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through strategic and operational improvements; potential for volatility due to activist involvement; potential for changes in dividend or share repurchase policies.
• Management/Board: Increased scrutiny and pressure to perform; potential for changes in leadership or Board composition.
• Employees: Potential for organizational assessment and operational improvements could lead to changes in workforce structure or roles.

Next Steps

• Reporting Persons intend to communicate with Pure Cycle's Board and management.
• Discussions will cover Board composition, management selection, strategic activities, operational improvement, and shareholder value initiatives.
• Reporting Persons may acquire or dispose of additional Issuer Securities.
• Reporting Persons may engage with other stakeholders (security holders, analysts, partners, etc.) to explore items mentioned in the statement.

Key Dates

Recommendation

While the activist stake and stated intentions to enhance shareholder value are generally positive signals, the specific outcomes of such engagement are uncertain. The presence of an existing Board member from the activist group (Daniel Kozlowski) suggests a degree of existing influence, but the full impact of the proposed strategic review and potential changes (e.g., M&A, balance sheet optimization) is yet to be seen. Investors should hold to observe the developments from this activist engagement and assess the concrete plans and their execution before making further investment decisions.

Keywords

Pure Cycle Corporation, PCC, Schedule 13D, Maran Capital Management, Activist Investor, Shareholder Value, Corporate Governance, Board Composition, Strategic Review, Investment Management, Daniel J. Roller, Daniel Kozlowski