SCHEDULE: Longview Asset Management Boosts Stake in PureCycle Technologies, Signals Active Involvement

Longview Asset Management, LLC has increased its beneficial ownership in PureCycle Technologies, Inc. to 6.2%, indicating an active investment strategy and board representation.

Summary

• Longview Asset Management, LLC, as investment advisor for Pure Crown, LLC and CD Holdings II, LLC, beneficially owns 11,144,455 shares of PureCycle Technologies, Inc. Common Stock.
• This represents approximately 6.2% of the Issuer's outstanding Common Stock, based on 179,559,510 shares outstanding as of May 5, 2025.
• The ownership includes 9,716,394 shares directly owned by Pure Crown, 1,071,428 shares issuable upon exercise of Series A Warrants held by Pure Crown, and 356,633 shares issuable upon conversion of Series B Preferred Stock held by CD Holdings II.
• Pure Crown initially received 7,573,538 shares on March 19, 2021, as consideration for its pre-business combination Class A Units in connection with the Merger.
• Pure Crown further purchased 2,142,856 shares of Common Stock and a Series A Warrant for $14,999,992.00 in a private placement on March 17, 2022, using cash on hand.
• CD Holdings II acquired 5,000 shares of Series B Convertible Perpetual Preferred Stock on June 20, 2025, in a private placement, using cash on hand.
• The Series B Preferred Stock is convertible into Common Stock at $14.02 per share and accrues cumulative dividends at 7% per annum.

Sentiment

Score: 7

Explanation: The filing indicates a significant and active investment by a major asset manager, suggesting confidence in the company's future. The acquisition of preferred stock and board representation are positive signals. However, it's a disclosure of ownership and intent, not a performance report, so the sentiment is based on the investor's actions rather than company results.

Positives

• Longview Asset Management, a significant institutional investor, has increased its stake, signaling confidence in PureCycle Technologies.
• The reporting person intends to be actively involved in the Issuer's business, operations, and planning, potentially providing strategic guidance.
• Pure Crown, a Longview client, holds a seat on the Issuer's Board of Directors, ensuring direct influence and oversight.
• The acquisition of Series B Preferred Stock provides a senior claim on dividends and liquidation preference compared to common stock, offering a more secure investment position.

Negatives

• The Series B Preferred Stock conversion is subject to stockholder approval if it would result in beneficial ownership exceeding 19.99% of voting power, potentially limiting full conversion for large holders.
• The lock-up agreement on Merger Consideration Stock, while expired, previously restricted the immediate liquidity of a significant portion of Pure Crown's holdings.

Risks

• The value of the Series A Warrants and Series B Preferred Stock is subject to the future trading price of PureCycle Technologies' Common Stock.
• The Series B Preferred Stock is junior to the Issuer's Series A Preferred Stock and all existing and future indebtedness, indicating a lower priority in capital structure.
• Potential future actions by the Reporting Person, such as sales of shares or hedging transactions, could impact the stock price.

Future Outlook

Longview Asset Management intends to remain actively involved in PureCycle Technologies' business, operations, and planning. The firm may adjust its holdings by purchasing or selling additional shares, engaging in hedging transactions, or pledging interests, depending on market conditions and the Issuer's performance. They also plan to engage in discussions with management and the board regarding the company's strategy and operations, potentially leading to significant corporate actions such as mergers, asset sales, or changes in capitalization.

Management Comments

• The Reporting Person has been, and intends to be, actively involved in the Issuer's business, operations and planning.
• The Reporting Person may take such actions with respect to its holdings in the Issuer as they deem appropriate in light of circumstances existing from time to time.
• The Reporting Persons also may engage in conversations with management and/or the board of directors of the Issuer regarding a range of issues, including the Company's business operation and strategy.

Industry Context

This filing highlights continued institutional investor interest in companies focused on sustainable technologies, specifically advanced plastic recycling. Longview Asset Management's increased stake and active involvement suggest a belief in PureCycle Technologies' long-term potential within the circular economy, a sector gaining significant traction due to environmental regulations and consumer demand for sustainable products. The investment structure, including preferred stock and warrants, indicates a sophisticated approach to gaining exposure and influence in a growth-oriented industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The increased stake and active involvement of a major asset manager could be seen as a positive signal, potentially increasing investor confidence. The registration rights provide liquidity options for other large shareholders.
• Management/Board: Longview's intent to engage with management and the board, coupled with board representation, suggests increased scrutiny and potential strategic influence.
• Creditors: The Series B Preferred Stock is junior to all existing and future indebtedness, meaning creditors maintain a higher priority claim on assets.

Next Steps

• Longview Asset Management may purchase or sell additional shares of Common Stock or Series B Preferred Stock.
• The Reporting Person may enter into or unwind hedging or other derivative transactions.
• The Reporting Person may pledge their interests in Common Stock as liquidity or credit support.
• The Reporting Person may engage in conversations with management and/or the board of directors regarding the Company's business operation and strategy.
• The Issuer is obligated to file a shelf registration statement for the resale of Common Stock after becoming eligible for Form S-3.
• Other Common Stock holders party to the Investor Rights Agreement may exercise "piggy-back" and Form S-3 registration rights.
• The Issuer has the right to convert the Series B Preferred Stock into Common Stock after the third anniversary of the closing date if certain trading price conditions are met.

Key Dates

Recommendation

Keywords

PureCycle Technologies, Longview Asset Management, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock, Warrants, Private Placement, Investment Management, Corporate Governance, SEC Filing, Recycling Technology, Plastic Recycling