MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Dear Fellow PureCycle Stockholders,

The following notice of the annual meeting (the “Notice of Availability” or “Notice”) and proxy statement (the “Proxy Statement” or “Proxy”) describe the various matters that will be voted on. During the meeting, we will also provide a corporate update and open the floor for you to ask questions related to this update and other PureCycle-related matters.

In this year’s Proxy Statement, we are seeking approval to make certain corporate governance changes to better align our practices with the interests of our stockholders, including declassifying our Board of Directors (the “Board of Directors” or “Board”) and shifting to majority voting for directors in uncontested elections.

Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

On behalf of the Board of Directors, executives and all PureCycle team members, we appreciate your continued support of PureCycle and the work we do to take on the plastic waste crisis.

Dustin Olson

Chief Executive Officer

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NOTICE OF 2023 ANNUAL GENERAL MEETING

2023 Annual General Meeting of Stockholders Details

For additional Annual Meeting details, please see “General Information About the Annual Meeting and Voting” in this Proxy Statement.

Voting: Stockholders are invited to attend the live virtual meeting. Even if you plan to attend, we encourage you to vote in advance of the meeting. You may cast your vote via:

		Internet www.proxypush.com/PCT				Mail mark, sign, date & return your proxy card

		Phone 1.866.396.2053				Live @ virtual Annual Meeting www.proxydocs.com/PCT

Please see “How to Vote” below for specific instructions on how to vote through each of these channels.

At our Annual Meeting, our stockholders will be asked to:

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Our Annual Report on Form 10-K for the year ended December 31, 2022, and the 2023 Proxy Statement are available free of charge at: www.proxydocs.com/PCT.

By order of the Board of Directors,

Brad S. Kalter

General Counsel and Corporate Secretary

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TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

Forward-looking statements. Except for historical and factual information contained herein, matters set forth in this Proxy Statement identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” protection thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only and are subject to uncertainties. These risks and uncertainties include, but are not limited to, the risks detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting. At our Annual Meeting, our stockholders will be asked to consider and vote on the following proposals:

As of the date of this Proxy Statement, we are not aware of any business to come before the Annual Meeting other than the first ten items noted above.

Board of Directors Recommendation. Our Board of Directors unanimously recommends that you vote:

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Availability of Proxy Materials. The Proxy materials, including this Proxy Statement, a Proxy card and our Annual Report on Form 10-K for the year ended December 31, 2022, which we filed with the SEC on March 16, 2023 (the “2022 Annual Report”), are available for viewing, printing and downloading at www.proxydocs.com/PCT.

Difference Between a “Stockholder of Record” and a Beneficial Owner of Shares Held in “Street Name.”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Transfer & Trust Company, then you are considered the “stockholder of record” of those shares. In this case, your Notice of Availability has been sent to you directly by us. You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained in the Notice of Availability and in the section titled “How to Vote” below.

Beneficial Owner of Shares Held in Street Name. If your shares are held by a bank, broker or other nominee, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, your Notice of Availability will be sent to you by that organization. The organization holding your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

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How to Vote. If you are the stockholder of record of your shares as of the Record Date, you can vote your shares by proxy prior to the Annual Meeting or online during the Annual Meeting. If you choose to vote by proxy prior to the Annual Meeting, you may do so by telephone, via the Internet or by mail as follows:

Even if you plan to attend the Annual Meeting online, we urge you to vote your shares by proxy in advance of the Annual Meeting so that if you should become unable to attend the Annual Meeting your shares will be voted as directed by you.

Can I Vote My Shares by Filling Out and Returning the Notice of Internet Availability of Proxy Materials? No. The Notice of Availability and proxy card contain instructions on how to vote by proxy via the Internet, by telephone, by requesting and returning a paper proxy card, or by voting online while virtually attending the Annual Meeting.

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How Do I Submit a Question at the Annual Meeting? Stockholders can submit questions while registering to attend the virtual meeting and may continue to so at any time prior to or during the Annual Meeting until its adjournment.

Quorum. A quorum of stockholders is necessary to hold a valid meeting. Our Amended and Restated Bylaws (“Bylaws”) provide that a quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote at the meeting are present at the meeting in person or by means of remote communication or represented by proxy. The inspector of elections determines whether quorum is present.

Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person or by means of remote communication at the meeting. If a quorum is not present, we expect to adjourn the Annual Meeting until a quorum is obtained.

Abstentions represent a stockholder’s affirmative choice to decline to vote on a proposal, and occur when shares present at the meeting are marked ABSTAIN.

Please instruct your bank, broker or other agent to ensure that your vote will be counted.

Votes Required. Adoption of each of Proposals 1, 2, 3 and 5 requires the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock (meaning that of the outstanding shares of common stock, at least 66 2/3% of them must be voted “for” the proposal for it to be approved). Abstentions and broker non-votes will have the effect of a vote “against” the proposal. If Proposal 1 is not approved, then the change to Article V of the Current Charter (as defined below in Proposal 1) set forth in Proposal 5 will not be made.

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With respect to Proposal 6 (if Proposal 1 to declassify our Board is approved) and Proposal 7 (if Proposal 1 to declassify our Board is not approved), directors shall be elected by a plurality of the votes cast (meaning that the number of director nominees who receive the highest number of shares voted “for” their election are elected). “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the nominees.

Adoption of Proposal 10 requires the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted for “1 Year,” “2 Year,” or “3 Year” for it to be approved). Abstentions and broker non-votes will have no effect on the vote for this proposal.

With respect to Proposal 6 (if Proposal 1 to declassify our Board is approved) and Proposal 7 (if Proposal 1 is not approved), you may vote “for” or “withhold” authority to vote for each of the nominees for the Board. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker non-votes will have no effect on the election of the nominees.

With respect to Proposal 10, you may vote for a frequency of every one, two or three years or you may abstain from voting. If you “abstain” from voting with respect to this proposal, your vote will have no effect on the vote for this proposal. Broker non-votes will have no effect on the vote for this proposal.

Method of Counting Votes. Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors, for each share held by such stockholder as of the Record Date.

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Votes cast online during the Annual Meeting or by proxy by mail, via the Internet or by telephone will be tabulated by the inspector of elections appointed for the Annual Meeting, who will also determine whether a quorum is present.

Revoking a Proxy; Changing Your Vote. If you are a stockholder of record, you may revoke your proxy before the vote is taken at the Annual Meeting:

If your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee holding your shares. You may also vote online during the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the organization that holds your shares and follow the procedures described in the “How to Vote” section above.

Your virtual attendance at the Annual Meeting, without voting online during the Annual Meeting, will not automatically revoke your proxy.

Costs of Proxy Solicitation. We will pay the cost of soliciting proxies. The Company is making this solicitation by mail and may also use telephone or in person contacts, using the services of a number of regular employees of PureCycle at nominal cost. Brokerage houses, nominees, custodians and fiduciaries will be requested to forward soliciting material to beneficial owners of common stock held of record by them, and we will reimburse those persons for their reasonable expenses in doing so.

Voting Results. We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Universal Proxy Rules. In addition to satisfying the requirements under our Bylaws, if a stockholder intends to comply with the SEC’s universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the stockholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice—unless the information required by Rule 14a-19 has been provided in a preliminary or definitive proxy statement previously filed by such stockholder—must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days

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As of the deadline for stockholders to provide notice of such intent pursuant to Rule 14a-19 for the Annual Meeting, no stockholder provided such notice and, consequently, the universal proxy rules do not apply to this Annual Meeting.

Any proposals or notices should be sent to the following mailing address:

Brad S. Kalter

General Counsel and Corporate Secretary

PureCycle Technologies, Inc.

5950 Hazeltine National Drive, Suite 300

Orlando, Florida 32822

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PROPOSAL ONE — AMEND PURECYCLE’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD AND PROVIDE FOR IMMEDIATE ANNUAL DIRECTOR ELECTIONS

Proposal Purpose

This proposal will, if approved by PureCycle’s stockholders, amend PureCycle’s Amended and Restated Certificate of Incorporation (the “Current Charter”) to provide for the annual election of all directors commencing immediately at the Annual Meeting (see Proposal 6 to elect eight nominees, each to serve a one-year term expiring at the 2024 annual meeting of stockholders).

Proposal Summary

As a result of internal deliberations, conversations with stockholders and the Board and PureCycle’s ongoing commitment to forward-leaning corporate governance practices, the Board unanimously determined in March 2022 that it is advisable and in the best interests of PureCycle and its stockholders to submit for consideration at the 2023 annual meeting this proposal to PureCycle’s stockholders to amend the Company’s Current Charter to declassify the Board and immediately provide for annual director elections at the Annual Meeting. The Board reaffirmed this decision in February of 2023. The Board believes that this amendment reflects its commitment to good corporate governance and better aligns PureCycle’s corporate governance program with best practices and stakeholder expectations.

PureCycle’s Board currently consists of nine members and, as required by the Current Charter, the Board is currently divided into three classes (Class I, Class II and Class III), each with a three-year term. The term of PureCycle’s Class I directors expires at the 2025 annual meeting of stockholders, the term of PureCycle’s Class II directors expires at this Annual Meeting, and the term of PureCycle’s Class III directors expires at the 2024 annual meeting of stockholders. The Current Charter provides that, at each succeeding annual meeting of the stockholders of the Company held prior to the 2026 annual meeting of stockholders, the successors to the class of directors whose term expires at that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified.

Until the Board is declassified, PureCycle’s directors may be removed only for cause at a meeting called for that purpose.

Once the Board is declassified, PureCycle’s directors may be removed with or without cause at a meeting called for that purpose.

If this proposal is not approved by PureCycle’s stockholders, PureCycle’s Current Charter will remain in effect, the Board will remain classified, the contingent resignations will be ineffective, and PureCycle’s stockholders will instead be asked to elect only the three nominees for Class II directors proposed for election (see Proposal 7 to elect three nominees, each to serve a three-year term expiring at the 2026 annual meeting of stockholders).

Declassification of the Board requires several changes to PureCycle’s Current Charter. Specifically, Article VII, Section 3(b) and (c), Section 5 and Section 6 will be revised. The text of these revisions, marked to show the proposed deletions and insertions, is attached as Appendix A to this Proxy Statement.

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Vote Required

The affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock (meaning that of the outstanding shares of common stock, at least 66 2/3% of them must be voted “for” the proposal for it to be approved).

Abstentions and broker non-votes will have the effect of a vote “against” the proposal.

Vote Recommendation: “FOR” the proposal to Amend PureCycle’s Amended and Restated Certificate of Incorporation to declassify the Board and provide for immediate annual director elections.

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PROPOSAL TWO — AMEND PURECYCLE’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ADOPT A MAJORITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS

Proposal Purpose

This proposal will, if approved by PureCycle’s stockholders, amend PureCycle’s Current Charter to provide for the majority voting standard in uncontested director elections.

Proposal Summary

As a result of internal deliberations, conversations with stockholders and the Board and PureCycle’s ongoing commitment to forward-leaning corporate governance practices, the Board also unanimously determined in February 2023 that it is advisable and in the best interests of PureCycle and its stockholders to submit this proposal to PureCycle’s stockholders to amend the Company’s Current Charter to provide for the majority voting standard in uncontested director elections.

Under the current plurality voting system, the nominees for director who receive the highest number of affirmative votes are elected to the Board, up to the maximum number of directorships to be filled at that meeting. In uncontested elections, each nominee is elected or re-elected to the Board as long as he or she receives at least one vote. Accordingly, a director may be elected without receiving a majority of votes cast “For” his or her election and even if the number of “Withhold” votes exceeds the number of “For” votes.

As a part of the ongoing review of PureCycle’s corporate governance, the Board determined that it is advisable and in the best interest of PureCycle and its stockholders to implement a majority vote standard in uncontested director elections. The Board concluded that the adoption of a majority vote standard will reinforce the Board’s accountability to PureCycle’s stockholders by requiring that a nominee must obtain more “For” than “Against” votes in order to be elected.

The Board believes, however, that the plurality vote standard should continue to apply in contested director elections. If a majority vote standard is used in a contested election, fewer candidates could be elected to the board than the number of authorized board seats. Accordingly, PureCycle will retain plurality voting in contested elections.

The implementation of the majority vote standard requires the deletion of the reference to plurality voting in the last sentence of Article VII, Section 3(b) of the Current Charter. The text of these revisions, marked to show the proposed deletions and insertions, is attached as Appendix B to this Proxy Statement.

If this proposal is approved by PureCycle’s stockholders, PureCycle’s Current Charter will be amended to remove the reference to plurality voting immediately following the Annual Meeting (including any other changes approved by PureCycle’s stockholders at the Annual Meeting), such amendment to become effective upon filing and effectiveness.

The Board has already approved an amendment to Article II, Section 5 of PureCycle’s Bylaws (as and if amended, the “Amended Bylaws”) to provide for a majority vote standard in uncontested director elections. The amendment to the Bylaws will be effective upon the approval of the amendment to the Current Charter required by this proposal, at which time the standard for the director elections in uncontested elections will be set in our Bylaws as a majority vote standard. However, as noted above, a plurality vote standard will continue to apply in the event of a contested director election.

Additionally, because PureCycle is incorporated in Delaware, the Board also approved the addition of Article II, Section 5(b) into the Amended Bylaws, which adds a director resignation policy consistent with the majority vote standard. Under the Delaware General Corporation Law, even if an incumbent director does not receive the vote

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required for re-election, that director will continue to serve as a “holdover director” until a successor is elected and qualified. The amended Bylaws will require each incumbent nominee to submit an irrevocable contingent resignation letter if the nominee does not receive more votes cast “For” than “Against” their election. PureCycle’s N&CG Committee will consider the resignation offer and recommend to the Board whether to accept the resignation. The Board will accept the nominee’s resignation unless it determines that the best interests of the Company and its stockholders would not be served by doing so. If the Board does not accept the resignation, it will promptly disclose its decision and the reasons therefore in a Form 8-K furnished to the SEC. The Board shall take action within 90 days following certification of the vote, unless such action would cause PureCycle to fail to comply with Nasdaq’s rules or any rule or regulation promulgated under the Exchange Act.

If PureCycle’s stockholders do not approve the amendment to the Current Charter required by this proposal, the corresponding amendments to the Amended Bylaws discussed above will not be implemented.

Vote Required

The affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock (meaning that of the outstanding shares of common stock, at least 66 2/3% of them must be voted “for” the proposal for it to be approved).

Abstentions and broker non-votes will have the effect of a vote “against” the proposal.

Vote Recommendation: “FOR” the proposal to Amend PureCycle’s Amended and Restated Certificate of Incorporation to adopt a majority voting standard in uncontested elections of directors.

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PROPOSAL THREE — AMEND PURECYCLE’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.

Proposal Purpose

This proposal will, if approved by PureCycle’s stockholders, amend PureCycle’s Current Charter to limit the liability of certain officers in limited circumstances under the newly amended Section 102(b)(7) of the Delaware General Corporation Law.

Proposal Summary

The Board also unanimously determined in February 2023 that it is advisable and in the best interests of PureCycle and its stockholders to submit this proposal to PureCycle’s stockholders to amend the Company’s Current Charter to limit the liability of certain officers in limited circumstances under the newly amended Section 102(b)(7) of the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law previously allowed corporations to eliminate or limit directors’ personal liability to the corporation or its shareholders for monetary damages stemming from breaches of the duty of care, and companies typically include such provisions in their certificates of incorporation. Note that this exculpation under the Delaware General Corporation Law is not unlimited, a corporation cannot exculpate directors for: breaches of the duty of loyalty; acts or omissions not made in good faith or involving intentional misconduct or a knowing violation of law; illegal stock redemptions, stock repurchases, or dividends; or any transaction in which directors derive an improper personal benefit.

Newly amended Section 102(b)(7) now authorizes corporations to also extend some of that same exculpatory protection to certain senior corporate officers. The protections available to directors and officers under Section 102(b)(7) are not, however, identical. The most important distinction is that corporations may not eliminate or limit liability of officers for claims brought by or on behalf of the corporation, including shareholder derivative claims. In contrast, corporations may exculpate directors for breaches of the duty of care however those claims are asserted, whether directly or derivatively.

The Board believes that eliminating personal monetary liability for officers under certain circumstances is reasonable and appropriate. Claims against corporations for breaches of fiduciary duties are expected to continue increasing. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation and disproportionately increased costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation.

Further, the Board anticipates that similar exculpation provisions are likely to be adopted by others with whom the Company competes for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers.

The implementation of the officer exculpation provisions requires certain additions to Article VIII of the Current Charter. The text of these revisions, marked to show the proposed deletions and insertions, is attached as Appendix C to this Proxy Statement.

If this proposal is approved by PureCycle’s stockholders, PureCycle’s Current Charter will be amended to implement the above referenced officer exculpation provisions immediately following the Annual Meeting (including any other changes approved by PureCycle’s stockholders at the Annual Meeting), such amendment to become effective upon filing and effectiveness.

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Vote Required

The affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock (meaning that of the outstanding shares of common stock, at least 66 2/3% of them must be voted “for” the proposal for it to be approved).

Abstentions and broker non-votes will have the effect of a vote “against” the proposal.

Vote Recommendation: “FOR” the proposal to Amend PureCycle’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.

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PROPOSAL FOUR — AMEND PURECYCLE’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Proposal Purpose

This proposal will, if approved by PureCycle’s stockholders, amend PureCycle’s Current Charter to increase the total number of authorized shares of common stock from 250 million shares to 450 million shares.

Proposal Summary

On March 14, 2023, the Board unanimously determined that it is advisable and in the best interests of PureCycle and its stockholders to submit this proposal to PureCycle’s stockholders to amend the Company’s Current Charter to increase the total number of authorized shares of common stock set forth in the Current Charter. The additional shares of common stock proposed to be authorized would be identical to the Company’s current shares of common stock.

Taking into account the foregoing, the Company has only 51,910,950 shares of common stock available for issuance.

The Board believes that the additional 200 million shares of common stock could be used principally in connection with future financings to fund PureCycle’s current and future capital requirements, including the funding mechanism and construction schedule of the Augusta purification facility and other anticipated facilities outside the United States, build-out of multiple Feed PreP facilities, funding needs to support other business opportunities, funding for general corporate purposes, and other challenges or unforeseen circumstances.

Furthermore, the additional authorized shares of common stock would enable us to act quickly in response to opportunities that may arise for these types of activities, in most cases without the necessity of obtaining further stockholder approval and holding a special stockholders’ meeting before such issuances(s) could proceed, except as provided under Delaware law or Nasdaq’s rules. For instance, under Nasdaq’s rules, stockholder approval is required for certain transactions, other than public offerings, involving the issuance of 20% or more of the total pre-transaction shares outstanding.

Any additional authorized shares of common stock will be identical to the shares of common stock that are currently authorized and outstanding. The proposed increase in the number of shares of common stock will not change the number of shares of common stock outstanding, have any immediate dilutive effect or change the rights of current holders of common stock. However, to the extent that the additional authorized shares of common stock are issued in the future, these shares may decrease existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the voting rights of existing stockholders and may dilute earnings and book value on a per share basis. Stockholders do not have preemptive rights to acquire the common stock authorized by this proposal, which means that current stockholders do not have a prior right to purchase any new issue of capital stock in order to maintain their proportionate ownership of shares of common stock.

If the Company were to issue additional shares of common stock, it could have an anti-takeover effect, although this is not the intent of the Board with this proposal. For instance, the Company’s authorized but unissued common stock could be issued in one or more transactions that would make a change in control of the Company more difficult or costly, and less likely. As of the date of this Proxy Statement, the Board is not aware of any attempt or plan to obtain control of the Company.

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If this proposal is not approved by PureCycle’s stockholders, PureCycle’s financing alternatives and ability to pursue business opportunities integral to its future growth and success may be limited by the lack of sufficient unissued and unreserved authorized shares of common stock. In addition, PureCycle’s future success depends upon its ability to attract, retain and motivate key employees, which could be adversely impacted if it does not have sufficient shares of authorized common stock available to provide appropriate equity incentive awards. The Board has no present plans, arrangements or agreements to issue any of the proposed additional authorized shares of common stock. However, the Company reviews and evaluates potential capital raising activities, transactions and other corporate actions on an on-going basis to determine if such actions would be in the best interests of the Company and its stockholders.

The increase of the number of authorized shares of common stock requires a change to the Article IV, Section 1 of the Current Charter. The text of this revision, marked to show the proposed deletions and insertions, is attached as Appendix D to this Proxy Statement.

If this proposal is approved by PureCycle’s stockholders, PureCycle’s Current Charter will be amended to increase the number of authorized shares of common stock immediately following the Annual Meeting (including any other changes approved by PureCycle’s stockholders at the Annual Meeting), such amendment to become effective upon filing and effectiveness.

Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of common stock (meaning that of the outstanding shares of common stock, a majority of them must be voted “for” the proposal for it to be approved).

Vote Recommendation: “FOR” the proposal to Amend PureCycle’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

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PROPOSAL FIVE — AMEND PURECYCLE’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE INOPERATIVE PROVISIONS AND UPDATE CERTAIN OTHER MISCELLANEOUS PROVISIONS

Proposal Purpose

This proposal will, if approved by PureCycle’s stockholders, amend PureCycle’s Current Charter to eliminate inoperative or historical provisions and update certain other miscellaneous provisions.

Proposal Summary

The Board also unanimously determined in February 2023 that it is advisable and in the best interests of PureCycle and its stockholders to submit this proposal to PureCycle’s stockholders to amend the Company’s Current Charter to remove historical references and make certain other clarifying changes and updates, which the Board believes do not substantively affect stockholder rights.

Specifically,

This proposal is a result of the Board’s desire to streamline PureCycle’s Current Charter, remove historical provisions that are no longer applicable and update certain other miscellaneous provisions.

The implementation of this proposal requires certain changes to Article V and Article VII, Sections 5, 6 and 7. The text of these revisions, marked to show the proposed deletions and insertions, is attached as Appendix E to this Proxy Statement.

If this proposal is approved by PureCycle’s stockholders, PureCycle’s Current Charter will be amended to eliminate inoperative or historical provisions and update certain other miscellaneous provisions immediately following the Annual Meeting (including any other changes approved by PureCycle’s stockholders at the Annual Meeting), such amendment to become effective upon filing and effectiveness.

Vote Required

The affirmative vote of the holders of at least 66 2/3% of the outstanding shares of common stock (meaning that of the outstanding shares of common stock, at least 66 2/3% of them must be voted “for” the proposal for it to be approved). If Proposal 1 is not approved, then the change to Article V of the Current Charter set forth above will not be made.

Abstentions and broker non-votes will have the effect of a vote “against” the proposal.

Vote Recommendation: “FOR” the proposal to Amend PureCycle’s Amended and Restated Certificate of Incorporation to eliminate inoperative provisions and update certain other miscellaneous provisions.

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PROPOSAL SIX — ELECTION OF DIRECTORS

PROPOSAL 6 WILL NOT BE ADOPTED IF PURECYCLE’S STOCKHOLDERS REJECT PROPOSAL 1.

If PureCycle’s stockholders approve Proposal 1 at the Annual Meeting, PureCycle’s stockholders will be asked to consider the following eight nominees for election to the Board to serve for a one year term until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, disability, resignation, disqualification or removal: Steven Bouck, Tanya Burnell, Daniel Coombs, Jeffrey Fieler, Allen Jacoby, Fernando Musa, Dustin Olson, and Dr. John Scott.

If PureCycle’s stockholders do not approve Proposal 1, this Proposal 6 will not be submitted to a vote of PureCycle’s stockholders at the Annual Meeting and instead Proposal 7 (Election of Class II Directors) will be submitted in its place.

The Board has nominated the above referenced eight director nominees for election at the Annual Meeting. The N&CG Committee reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote of PureCycle’s stockholders at the Annual Meeting. The Board unanimously approved the N&CG’s recommendation at its meeting on February 14, 2023. The Board expects each nominee to be able to serve if elected.

The biographies and qualifications of the eight director nominees are provided below under “Board of Directors Nominees and Qualifications.”

Vote Required

Each of the eight director nominees will be elected by a plurality of the votes cast (meaning that the number of director nominees who receive the highest number of shares voted “for” their election are elected).

“Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the nominees.

Vote Recommendation: “FOR” the election of each of the eight nominees for election to the Board.

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PROPOSAL SEVEN — ELECTION OF CLASS II DIRECTORS

PROPOSAL 7 WILL NOT BE ADOPTED IF PURECYCLE’S STOCKHOLDERS APPROVE PROPOSAL 1.

Stockholders will be asked to vote on this Proposal 7 solely in the event that at the Annual Meeting the stockholders do not approve the proposal to eliminate PureCycle’s classified Board as described in Proposal 1.

If PureCycle’s stockholders do not approve Proposal 1, then the Current Charter will remain in effect, the Board will remain classified, the contingent resignations will be ineffective, and PureCycle’s stockholders will instead be asked to elect only the following three nominees for Class II director proposed for election, each to serve a three-year term expiring at the 2026 annual meeting of stockholders and until their successors are elected and qualified: Mr. Coombs, Mr. Fieler, and Mr. Jacoby.

The Board has nominated the above referenced three nominees for Class II director for election at the Annual Meeting. The N&CG Committee reviewed the qualifications of each of the nominees for Class II director and has recommended to the Board that each nominee be submitted to a vote of PureCycle’s stockholders at the Annual Meeting if Proposal 1 is not adopted. The Board unanimously approved the N&CG’s recommendation at its meeting on February 14, 2023. The Board expects each nominee to be able to serve if elected.

The biographies and qualifications of the three nominees for Class II director are provided below under “Board of Directors Nominees and Qualifications.”

Vote Required

Each of the three nominees for Class II director will be elected by a plurality of the votes cast (meaning that the number of director nominees who receive the highest number of shares voted “for” their election are elected).

“Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of the nominees.

Vote Recommendation: “FOR” the election of each of the three nominees for Class II directors for election to the Board.

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BOARD OF DIRECTORS

Board of Directors Nominees and Qualifications

Steven Bouck, 66, serves as an independent member of the Board and as chair of the Compensation Committee. Mr. Bouck served as the Executive Projects Manager for Waste Connections, Inc., a solid waste services company, from July 2018 until March 2022. Prior to that, Mr. Bouck served in executive leadership roles with Waste Connections as President, from September 2004 to July 2018, and as Executive Vice President and Chief Financial Officer, from February 1998 to September 2004. Mr. Bouck held various positions with First Analysis Corporation, an investment research and private equity firm, from 1986 to 1998, focusing on financial services to the environmental industry. Mr. Bouck holds B.S. and M.S. degrees in Mechanical Engineering from Rensselaer Polytechnic Institute, and a Masters in Business Administration in Finance from the Wharton School of Business. The Company believes that Mr. Bouck is well qualified to serve as a member of the Board due to his corporate leadership experience, particularly in the environmental industry.

Tanya Burnell, 46, serves as an independent member of the Board, as chair of the Audit Committee and a member of the Compensation Committee. Since 2021, Ms. Burnell has served as Vice President, Growth Equity and Sustainability, of CC Industries, Inc., an affiliate of Henry Crown and Company, a privately owned investment company. From 2013 to 2021, Ms. Burnell served as a Director of CC Industries, Inc. In her role, Ms. Burnell focuses primarily on sourcing and executing new investment opportunities, and providing strategic, financial and operational oversight to operating companies. Previously, Ms. Burnell was a Director and Co-Head of Corporate Development for UL Solutions, a global safety science company, and held various positions in the Investment Banking Division of Citigroup, a global financial institution. Ms. Burnell holds a Bachelor of Science in Business Administration from the University of Richmond, and a Master of Business Administration from the University of Chicago Booth School of Business. The Company believes that Ms. Burnell is well qualified to serve as a member of the Board due to her expertise and experience in finance, operational oversight, and strategy.

Daniel Coombs 66, serves as the Executive Chairman of the Board. Prior to joining PureCycle’s Board in June 2022, Mr. Coombs most recently served from January 2017 through July 2020 as executive vice president global manufacturing, projects and refining for LyondellBasell Industries N.V., a multinational chemical company and licensor of polyethylene and polypropylene technologies. Mr. Coombs previously served as executive vice president for LyondellBasell’s global business lines: olefins and polyolefins from January 2016 to January 2017, intermediates and derivatives from May 2015 to January 2016, and technology from May 2015 to September 2018. Mr. Coombs previously spent 37 years at Chevron Phillips Chemical Company, a petrochemical company, and Phillips Petroleum, a petroleum company, serving as senior vice president global manufacturing from December 2013 to May 2015, specialties, aromatics and styrenics from January 2012 to November 2013, and deputy general manager, Qatar Chemical Company, a chemical and plastics company from 2010 through 2011. Mr. Coombs earned his Bachelor of Science in Chemical Engineering from The Ohio State University, a Master of Science from the University of Tulsa and a Master of Business Administration from Texas A&M University. Mr. Coombs is an American Institute of Chemical Engineers Foundation Trustee and Chairman for the Corporate Council. In addition, Mr. Coombs is a registered professional engineer. The Company believes that Mr. Coombs is well qualified to serve as a member of the Board due to his broad experience in the chemicals and plastics industries. Mr. Coombs became Executive Chairman in August and is one of two directors designated by Sylebra Capital (as defined below) pursuant to the Board Representation Agreement (as defined below) described under “Director Nominations—Agreements to Nominate Certain Directors.”

Jeffrey Fieler, 53, serves as an independent member of the Board, as chair of the N&CG Committee and a member of the Audit Committee. Mr. Fieler serves as the Chief Investment Officer and Portfolio Manager, from June 2021, of Veztemida Capital Management, an asset manager. From June 2010 to March 2018, Mr. Fieler served as the Founder and Portfolio Manager of Sylebra Capital Management, a global investment manager, where he managed an active portfolio in the global technology, media and telecommunications sectors with assets under management in excess of $1.5 billion. From May 2003 until June 2010 Mr. Fieler was at Coatue

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Management, a global investment manager, where he managed investment research and portfolio positions related to the Internet, Media and Telecom industries. He served as partner from May 2003 until January 2007 and as a Senior Partner from January 2007 until June 2010, From March 2000 until May 2003, Mr. Fieler was a Managing Director and Senior Internet Analyst at Bear Stearns, an investment bank. Mr. Fieler has a Masters in Business Administration from the New York University Stern School of Business and a B.A. from Brown University. The Company believes that Mr. Fieler is well qualified to serve as a member of the Board due to his broad experience in finance and investing. Mr. Fieler is one of two directors designated by Sylebra Capital pursuant to the Board Representation Agreement described under “Director Nominations—Agreements to Nominate Certain Directors.”

Allen Jacoby, 56, serves as an independent member of the Board, is a member of the N&CG Committee, and as the Board’s Lead Independent Director (“LID”) since May 2022. Mr. Jacoby serves as the Chief Strategy Officer and Senior Vice President of Corporate Development for Milliken and Company (“Milliken”), an American industrial manufacturer, since June 2021, and since 2022 also serves as Head of Innovation. Prior to this role, he was the Senior Vice President of the Plastics Additives business at Milliken, from May 2013 to June 2021, and the Business Manager of Industrial Textiles, from September 2009 to May 2013. Mr. Jacoby has served on the boards of the Plastics Industry Association and The Alliance to End Plastic Waste. Mr. Jacoby has a bachelor’s degree in Chemical Engineering from Purdue University and a Masters of Business Administration from The Wharton Business School, with dual majors in finance and entrepreneurial management. The Company believes that Mr. Jacoby is well qualified to serve as a member of the Board due to his more than 30 years of leadership experience in the chemicals and plastics industries in research and development, sales, manufacturing, business leadership, strategy and mergers and acquisitions.

Fernando Musa, 57, serves as an independent member of the Board, is a member of the Compensation Committee and Audit Committee, and served as LID until May 2022. Since March 2020, Mr. Musa has served as an Operating Partner of Advent International, a global private equity firm. Since March 2020, he has served as a Senior Advisor of Bain & Company, a global management consultancy firm, and from March to December 2020 was a member of the Advisory Board of Oxiteno, a multinational manufacturer of surfactants and chemicals. Previously, Mr. Musa served as the Global CEO of Braskem S.A., a petrochemical company, from May 2016 to December 2019, as CEO of Braskem America from May 2012 to April 2016, and as Braskem’s Vice President of Planning and Business Development in 2011. In 2010, Mr. Musa was responsible for Braskem’s Quattor Planning and Integration process. Prior to joining Braskem, Mr. Musa was a Partner of Pragma Gestão de Patrimônio Ltda., a wealth management firm, from 2008 to 2009. From 1998 to 2007, Mr. Musa was Managing Partner and Co-Head of the Latin American Practice of Monitor Group, a multinational strategy consulting practice. From 1997 to 2001, Mr. Musa served as Founding Partner of MGDK, a local consulting firm focused on turnaround and venture capital. In 1995 and 1996, Mr. Musa was a Strategic Planning Director at Editora Abril, a publishing and printing company, and was a Business Analyst and Engagement Manager at McKinsey, a worldwide management consulting firm, from 1990 to 1995. Mr. Musa also participated in the Management Trainee Program at The Dow Chemical Company in 1989. Mr. Musa received a degree in Mechanical Engineering from the Instituto Tecnológico da Aeronáutica in 1988, and also received a Masters in Business Administration from Insead in 1992. The Company believes that Mr. Musa is well qualified to serve as a member of the Board due to his vast experience in chemical sciences and his over 30 years of experience in strategic management and finance in leadership roles.

Dustin Olson, 46, serves as the Company’s Chief Executive Officer since August 9, 2022. Prior to his appointment to CEO, Mr. Olson served as PCT’s Chief Operating Officer, from March 9, 2022, to August 9, 2022, and Chief Manufacturing Officer from January 2021. Previously, Mr. Olson served as the Vice President of Advanced Polymer Solutions of LyondellBasell, a multinational chemical company and licensor of polyethylene and polypropylene technologies, from August 2018 to December 2020, where he had commercial responsibilities for all advanced polymer solution activities across Asia-Pacific, Africa, the Middle East and India. From June 2017 to August 2018, Mr. Olson served as LyondellBasell’s Director of Polypropylene Compounds, where he was commercially and functionally responsible for polypropylene compounds activities

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across Asia-Pacific, Africa, the Middle East and India. In addition, Mr. Olson also served as Director of Manufacturing for Compounding, Catalyst and Ethanol for LyondellBasell from June 2015 to June 2017, where he was responsible for all compounding, catalyst and ethanol manufacturing activities across the Americas. Mr. Olson received a B.S. in Chemical Engineering from the University of Missouri-Rolla, a Master’s degree in Chemical Engineering from the University of Houston, and a Masters in Business Administration from Rice University’s Jesse H. Jones Graduate School of Management. The Company believes that Mr. Olson is well qualified to serve as a member of the Board due to his vast experience in the chemicals and plastics industries business leadership and strategy.

Dr. John Scott, 71, serves as member of the Board. Dr. Scott served as Chief Science Officer and as a member of PCT LLC’s board of directors from October 2015 until March 2021. Dr. Scott currently serves as co-founder, principal, and Chief Science Officer of Innventure, an affiliate of PCT. Additionally, he has served as a senior scientific advisor to the Company’s management team since 2015. Dr. Scott is also a founder of XLTG and served as its Chief Executive Officer from 1993 to 2013. For the early part of his career, Dr. Scott was an academic scientist for various universities and government labs including the Universities of Maryland, North Carolina and Arizona and the NASA Goddard Space Flight Center. Additionally, he served as a scientific consultant to six national governments and has advised NATO and the Institute for Defense Analysis. Based on these experiences, Dr. Scott devised a systematic methodology for founding, funding and scaling start-up disruptive technology companies. Dr. Scott is a dual program Ph.D. in Physics/Astrophysics with over 60 papers published. The Company believes that Dr. Scott is well qualified to serve as a member of the Board due to his vast scientific expertise and his over 45 years of experience in scientific development, consulting and leadership.

Director Compensation

Our director compensation, as recommended by the Compensation Committee and approved by the Board, is intended to attract, retain, and reward Board members who are not employees of the Company. In consideration of the individual time commitments and the goal of aligning compensation with our stockholders’ long-term returns, our non-employee directors receive a combination of equity-based compensation in the form of restricted stock units (“RSUs”), and cash compensation.

The Compensation Committee approved the following updates to the director compensation program, effective May 11, 2022: an increase in the annual equity retainer from $100,000 to $110,000; and an increase in the base cash retainer (which is paid quarterly in advance of each calendar quarter) from $65,000 to $75,000. In accordance with the above, non-employee directors received an annual grant of RSUs on May 11, 2022, with a targeted fair market value (“FMV”) of $110,000. For purposes of the 2022 RSU grants, FMV was calculated using a 20-day trailing average stock price. The RSUs generally vest on the earlier of one year following the grant date or the regular annual meeting of stockholders which occurs in the calendar year following the calendar year in which the grant occurs.

The annual cash compensation for the Board members following the May 2022 updates is set forth below:

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We do not provide any tax gross-ups to our non-employee directors, all of whom are solely responsible for their respective tax obligations as a result of their equity and cash compensation for Board service. Non-employee directors are reimbursed for reasonable expenses incurred in connection with their activities as directors, including attendance at director-education seminars and conferences. Directors who also serve as employees do not receive any compensation for their service on the Board.

The following table sets forth the total compensation received by our non-employee directors in 2022:

2022 Director Compensation

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Non-Employee Director Stock Ownership Guidelines

We maintain stock ownership guidelines that enable us to meet our compensation objective of aligning the interests of our non-employee directors, with those of our shareholders. The stock ownership guideline for our non-employee directors is 3x their annual base cash retainer amount. Non-employee directors are expected to meet the applicable guideline within five years following their appointment or election as a director. As of December 31, 2022, each of our non-employee directors was either in compliance with the stock ownership guideline or was expected to meet such guideline within the applicable five-year period.

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CORPORATE GOVERNANCE

Governance Overview

Our governance framework is designed to be a flexible structure for principled and effective decision-making and compliance with SEC and The Nasdaq Stock Market LLC (“Nasdaq”) requirements. Our Board is committed to developing and continually reviewing our governance framework for alignment with best practices and stakeholder interests, and acts to enhance our ability to oversee the execution of strategies that drive value for the Company, our customers, employees and stockholders. PureCycle’s key governance documents, including our Board committee charters and Code of Business Conduct and Ethics, are available on our website at https://ir.purecycle.com/corporate-governance/governance-documents. Information contained on or accessible through our website is not a part of this Proxy and included for reference only.

Board Independence

Our Board has evaluated and affirmatively determined the independence of each of Ms. Burnell and Messrs. Bouck, Fieler, Jacoby, and Musa: (i) based on each nominee’s completed questionnaire designed to solicit information about relationships that could have an impact on independence and (ii) using standards required by the SEC and Nasdaq. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with PureCycle and all other facts and circumstances the Board deemed relevant in determining a director nominee’s independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described below including the agreement between Mr. Jacoby’s employer and PCT as described below. See “Certain Relationships and Related Party Transactions—Milliken Agreement.”

Each member of our three standing committees is independent under applicable SEC and Nasdaq rules.

Board Leadership and Committee Structure

Our Board regularly reviews the Board’s leadership structure and the standing committees’ responsibilities and composition. The structure and composition of PureCycle’s Board and its committees are intended to leverage the diverse perspectives of the Board members and promote effective oversight. Our Board leadership structure is currently composed of an Executive Chairman (“Chairman”), a Lead Independent Director (“LID”), an independent Audit, N&CG and Compensation Committee Chair and the CEO.

Mr. Combs serves as the Board’s Chairman. The Chairman’s activities include, but are not limited to, the following:

Mr. Jacoby currently serves as the Board’s LID, replacing Mr. Musa effective May 2022. The LID’s activities include, but are not limited to, the following:

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Our Board believes separating the roles of Chairman and CEO combined with having an LID is in PCT’s and our stockholders’ best interests. The leadership structure with the division of responsibilities listed above supports the Board’s risk oversight efforts because it enables the Chairman to support both the Board and the CEO with balancing long-term strategic development and operations planning and implementation as PCT continues to expand as we begin commercial UPR resin production.

The current membership and function of each standing committee is described below. Each committee operates under a written charter adopted by the Board and reviewed annually. Committee charters are available on our website at https://ir.purecycle.com/corporate-governance/governance-documents. Each committee meets, and will continue to meet, the composition requirements set forth pursuant to Nasdaq’s rules.

All standing committee members are independent

Committee Responsibilities:

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The Board has determined that all members of the Audit Committee meet heightened independence and qualification criteria as well as meet the financial literacy requirements in accordance with Nasdaq listing standards and SEC rules. The Board has determined that each Audit Committee member qualifies as an “audit committee financial expert” as defined under SEC rules. See page          for the “Audit Committee Report” below.

Committee Responsibilities:

The Board has determined that all members of the Compensation Committee meet heightened independence and qualification criteria in accordance with Nasdaq listing standards and SEC rules. The Compensation Committee’s charter permits it to retain independent advisors, delegate authority to a subcommittee, and delegate to management authority to approve awards or grants under our equity incentive plan. See CD&A section below for more information.

Committee Responsibilities:

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The Board has determined that all members of the N&CG Committee are independent in accordance with Nasdaq listing standards and SEC rules. The N&CG Committee’s charter permits the N&CG to retain independent advisors, investigate matters within its scope of authority, and delegate authority to a subcommittee.

Director Meeting Attendance

The Board encourages all directors to attend each meeting of the Board, but has not implemented any policies or procedures to mandate attendance. In 2022, the Board met 23 times, and all directors attended at least 75% of the Board meetings, except Mr. Glockner who attended 58% of the Board meetings. All committee members attended all meetings of the committees on which they served. All Board members serving at the time of the 2022 annual meeting of stockholders attended the 2022 annual meeting of stockholders.

Executive Sessions

The independent members of the Board met in five executive sessions, which were presided over by the LID.

Board’s Role in Risk Oversight

The Board, along with its committees, reviews and oversees PCT’s risk management program and processes. While management is responsible for PCT’s day-to-day risk management activities, the Board works with management to assess our key short-and long-term risks and mitigation efforts relating to, among other things, our long-term strategic planning and operations implementation as PCT continues to expand. The Board is also focused on, among other things, the following:

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to our directors, officers and employees, including our CEO, Chief Financial Officer and other executive and senior financial officers. The Code of Conduct is available on our website at https://ir..purecycle.com/corporate-governance/governance-documents. Our Board is responsible for overseeing the Code of Conduct and must approve any amendments, waivers and exceptions to the Code of Conduct for executive officers and directors. Our Chief

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Financial Officer and General Counsel must approve any amendments, waivers and exceptions to the Code of Conduct for our employees. We intend to disclose future amendments to the Code of Conduct, or waivers of certain provisions as they relate to our directors and executive officers at the same location on our website to the extent required by applicable rules and exchange requirements. The information on our website is not intended to form a part of or be incorporated by reference into this Proxy Statement.

Board Composition and Refreshment

Board Diversity

Our Board members embody age, gender, and professional diversity. With directors from the automotive, chemicals, environmental, and finance industries, and with leadership experience in technology development, aerospace, marketing, environment and brand building – the Board’s professional experience represents a diversity of perspectives essential to PCT’s successful commercial scaling launch and on-going effective risk oversight.

The demographic information presented below is based on voluntary self-identification by each nominee. Each of the categories listed in the table has the meaning ascribed to it in Nasdaq Listing Rule 5605(f). PureCycle has one director identifying as female and a second director identifying as a member of an underrepresented community, meeting Nasdaq’s diverse director listing requirements.

Diversity Matrix

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Director Nominations

The N&CG Committee is responsible for identifying and reviewing the qualifications of potential director candidates and recommending to the Board those individuals for election to PCT’s Board. The N&CG Committee recommends directors who have the professional experience, qualifications, skills and attributes to guide the Company and function effectively. The N&CG Committee believes that gender, racial and ethnic diversity on the Board is important and considers those factors in connection with the continuing composition of the Board and any new director-nominees. The N&CG Committee is also responsible for making recommendations to the Board of the criteria to be used by the N&CG Committee in seeking nominees for election to the Board.

Agreements to Nominate Certain Directors

Pursuant to a letter agreement entered into between Pure Crown LLC (“Pure Crown”) and PCT, dated October 5, 2020, Pure Crown is entitled to select one director to the Board (the “Pure Crown Director”), and Pure Crown has designated Ms. Tanya Burnell as the Pure Crown Director. For so long as Pure Crown has this right to select one director to the Board, any vacancy with respect to the Pure Crown Director may only be filled by Pure Crown.

Furthermore, pursuant to the Board Representation Agreement (as defined below) entered into with Sylebra Capital Management (“Sylebra Capital”) in connection with the Offering (as defined below), Sylebra Capital has been granted the right to designate (i) one person to be nominated for election to the Board so long as Sylebra Capital together with its affiliates beneficially owns at least 10.0% of the Company’s common stock, and (ii) two persons to be nominated for election to the Board so long as Sylebra Capital together with its affiliates beneficially owns at least 15.0% of the Company’s common stock, subject to certain exceptions, including that Sylebra Capital together with its affiliates will not be entitled to designate more than two nominees. Accordingly, Sylebra Capital is currently entitled to designate two directors for nomination, and has designated Mr. Fieler and Mr. Coombs to serve on the board of PCT.

Stockholder Nominations & Filling Vacancies

Pursuant to Section 8 of our Bylaws, subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under circumstances specified in a Preferred Stock Designation and the agreements referenced above in “Agreements to Nominate Certain Directors,” the Current Charter provides that, until the Sunset Date, directors may be removed by the stockholders only for cause and following the Sunset Date, directors may be removed by the stockholders with or without cause, in each case, by the affirmative vote of the holders of a majority of the voting power of the outstanding voting stock, voting together as a single class, at any annual meeting or special meeting of the stockholders where the notice of which states that the removal of a director or directors is among the purposes of the meeting and identifies the director or directors proposed to be removed. Subject to the exceptions and requirements noted above, if Proposal 1 is adopted, directors may be removed by the stockholders at any time, with or without cause.

Subject to (a) the rights, if any, of the holders of any future series of preferred stock to elect additional directors under circumstances specified in a Preferred Stock Designation and (b) the agreements referenced above in “Agreements to Nominate Certain Directors,” newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, disability, resignation, disqualification, removal, or other cause will be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred (or, if Proposal 1 is adopted or if such directorship was created or vacancy occurred after the Sunset Date, until the next annual meeting of stockholders) and until such director’s successor has been elected and qualified (or, if Proposal 1 is adopted, until such director’s successor is duly elected and qualified or until his or her earlier death, disability, resignation, disqualification or removal). No decrease in the number of directors constituting the Board may shorten the term of any incumbent director.

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Board Orientation and Continuing Education

The Board was formed in March 2021 with PCT’s public listing. The N&CG Committee is leading the development of a Board orientation and onboarding program for new directors. Onboarding includes ensuring new directors since March 2021 are integrated into the Board, understand details of PCT’s strategy and are receiving the information needed to guide our growth and expansion – including the policies and procedures applicable to Board members. Additionally, the N&CG Committee ensures the Board, including new directors, have the opportunity to engage with PCT’s management and senior leadership team.

The Board encourages PCT’s directors to pursue continuing education programs focused on PCT’s business and their roles and responsibilities as public company directors. We reimburse PCT’s directors for the costs of these programs. As of December 31, 2022, Mr. Fieler has obtained the National Association of Corporate Directors’ Directorship Certification.

Board and Committee Evaluations

The Board and each of the Audit, Compensation and N&CG Committees conduct an annual self-evaluation, which includes both a qualitative and quantitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The N&CG Committee oversees the evaluation process and each committee chair reports the results to the committees and to the full Board following the end of each year. The Executive Chairman reports the results of the Board evaluations during an executive session of the Board.

Related Party Policy and Transactions

The Audit Committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between the Company and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. The written charter of the Audit Committee provides that the Audit Committee will review and approve in advance any related party transaction.

Our Board’s Related Party Transaction Approval Policy requires, among other things, that:

Certain Relationships and Related Party Transactions

The following is a description of each transaction since January 1, 2022 and each currently proposed transaction in which the Company has been or is to be a participant and:

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Sylebra Credit Facility

On March 15, 2023, PCT entered into a $150.0 million revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement (the “Revolving Credit Agreement”) with PureCycle Technologies Holdings Corp. and PureCycle Technologies, LLC (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”), which matures on June 30, 2024. The Lenders and their affiliates are greater than 5% beneficial owners of PCT. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures and other general corporate purposes and satisfies the financing obligation imposed upon PCT by the limited waiver entered into on the same date.

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 an applicable margin. The applicable margin is equal to (i) 5.00% from the Closing Date through June 30, 2023, (ii) 10.00% from July 1, 2023 through September 30, 2023, (iii) 12.50% from October 1, 2023 through December 31, 2023, (iv) 15.00% from January 1, 2024 through March 31, 2024, and (v) 17.50% thereafter. PCT is also required to pay (i) an up-front fee equal to 0.75% times $150 million—the total aggregate commitment for the

Revolving Credit Facility—to the Lenders, payable at closing and (ii) 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 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 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 formed after the closing date of the Revolving Credit Facility will also be required to guaranty the obligations under the Revolving Credit Agreement and grant security interests in substantially all of their respective assets.

As of the date of this Proxy Statement, PCT has paid the above-referenced commitment fee but has otherwise not drawn down on the Revolving Credit Agreement and has not paid any interest to the Lenders.

SK Joint Venture Agreement

On October 20, 2022, PCT and SK geo centric Co., Ltd. (“SK”) executed a joint venture agreement (the “JVA”) for the establishment of a South Korean company that will construct and operate a UPR resin purification facility in Ulsan, South Korea. The JVA sets forth the conditions precedent for the establishment of the South Korean-based company (“JV Company”), as well as the framework for the operating structure of the JV Company. Each of the Company and SK will hold an equal ownership interest in the JV Company.

March 2022 PIPE

On or before March 7, 2022, PCT entered into subscription agreements (the “March Subscription Agreements”) with certain investors (the “March Investors”), pursuant to which PCT agreed to sell to the March Investors, in a private placement, an aggregate of 35,714,272 shares of PCT’s common stock and Series A warrants to purchase an aggregate of 17,857,136 shares of common stock (the “Series A Warrants”, and the shares of common stock

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issuable upon exercise of the Series A Warrants, the “Warrant Shares”) at a price of $7.00 per share of common stock and one-half (1/2) of one Series A Warrant (the “Offering”). Messrs. Michael Otworth (approximately $1 million) and Jeffrey Fieler (approximately $5 million) participated in the Offering as Investors. Additionally, entities and individuals affiliated with Sylebra Capital (as defined above), SK Geo Centric Co., Ltd., Samlyn Capital, LLC, Mr. Glockner and Pure Crown, each a greater than 5% owner of PCT, also participated in the Offering (approximately $204 million). The Offering closed on March 17, 2022.

As part of the March Subscription Agreements, PCT was required to prepare and file a registration statement (the “March PIPE Registration Statement”) with the SEC under the Securities Act, covering the resale of the shares of Common Stock and the Warrant Shares. PCT was required to have such March PIPE Registration Statement declared effective by the SEC within 60 calendar days (or 90 calendar days in the event of a “full review” by the SEC) following the closing of the Offering. The March PIPE Registration Statement was filed with and declared effective by the SEC within the required time period.

As additional consideration for Sylebra Capital agreeing to participate in the Offering as a March Investor, the Company entered into a board representation agreement with Sylebra Capital (the “Board Representation Agreement”). Pursuant to the Board Representation Agreement, Sylebra Capital was granted the right to designate (i) one person to be nominated for election to the Board so long as Sylebra Capital together with its affiliates beneficially owns at least 10.0% of the Company’s common stock, and (ii) two persons to be nominated for election to the Board so long as Sylebra Capital together with its affiliates beneficially owns at least 15.0% of the Company’s common stock, subject to certain exceptions. The Board Representation Agreement will terminate upon the earlier of when (i) Sylebra Capital together with its affiliates beneficially owns less than 50.0% of the securities purchased in the Offering and (ii) Sylebra Capital together with its affiliates beneficially owns less than 10.0% of the Company’s common stock. The Board Representation Agreement is effective upon the closing of the Offering.

Investor Rights Agreement

On March 17, 2021, PureCycle Technologies LLC (“Legacy PCT”) consummated the business combination (“Business Combination”) with, among other parties, Roth CH Acquisition I Co., a Delaware corporation (“ROCH”) and Roth CH Acquisition I Co. Parent Corp., a Delaware corporation and wholly owned direct subsidiary of ROCH (“ParentCo”) pursuant to the Agreement and Plan of Merger dated as of November 16, 2020, as amended from time to time (the “Merger Agreement”). At the Closing of the transactions contemplated by the Merger Agreement, Legacy PCT, among other parties, entered into an Investor Rights Agreement (“Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, Legacy PCT unitholders have agreed, subject to certain limited exceptions, not to transfer ParentCo Common Stock received in the Business Combination except as follows:

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The Investor Rights Agreement also contains registration rights in favor of the Legacy PCT unitholders and ROCH stockholders pursuant to which the Company will be obligated to file a registration statement to register the resale of certain securities of the Company held by the holders under the Investor Rights Agreement (the “IRA Holders”). IRA Holders also have certain demand rights and “piggy-back” registration rights, subject to certain requirements and customary conditions. The required resale registration statement was filed with and declared effective by the SEC within the required time period.

Milliken Agreement

On March 15, 2019, Milliken, Mr. Jacoby’s employer, and PureCycle entered into a 10-year exclusive supply agreement (the “Milliken Agreement”) under which Milliken will supply PureCycle with certain additives needed for PCT’s UPR resin production. Pricing is not specified in the Milliken Agreement, but the agreement notes that pricing will be “reasonable,” reflecting industry conditions with initial pricing negotiated in good faith. Based on current market rates and conditions and PureCycle’s forecasted operations timeline, the Company estimates that the additives needed for 2023 under the Milliken Agreement will cost approximately $1,180,400, however, no payments are owed until Milliken delivers products ordered.

Anti-Hedging Policy

The Company’s Insider Trading Policy, applicable to all of our officers, directors and employees, and certain third party contractors, imposes prohibitions on (i) short sales of the Company’s securities, (ii) put options, call options or other derivative securities, (iii) entering into other hedging transactions, (iv) pledging, hypothecating or otherwise using Company securities as collateral for a loan or other form of indebtedness, including, without limitation, holding Company securities in a margin account as collateral for a margin loan. Parties subject to the Company’s Insider Trading Policy are also prohibited from engaging in hedging transactions relating to our stock. Additionally, spouses, minor children and any other family member sharing the same household as the directors, officers and employees are similarly prohibited from engaging in such hedging transactions.

Clawback Policy

On March 17, 2021, the Board adopted a Compensation Clawback and Recoupment Policy, pursuant to which we may recover certain incentive payments granted or received by current or former corporate officers in the event an accounting restatement is required, and the Board determines that the current or former corporate officers willfully contributed to the event requiring the accounting restatement. On February 22, 2023, Nasdaq submitted to the SEC proposed listing standards. Following SEC approval, we will amend our existing policy for compliance within 60 days following the effective date of the approved listing standards.

Communications with the Board

Interested parties may communicate with the Company by letter addressed to Investor Relations, PureCycle Technologies, Inc., 5950 Hazeltine National Drive, Suite 300, Orlando, Florida 32822, or by e-mail to Investor Relations at investorrelations@purecycle.com.

The Company implemented a Stockholder Communications Policy (“Communications Policy”)

governing communications between stockholders and the Board. Under the Communications Policy, PCT’s Corporate Secretary has the general responsibility for receiving and reviewing communications addressed to the Board, however stockholders may address communications to the N&CG chair for any communication intended specifically for non-employee directors. Interested parties may communicate with our Board by mailing any inquires to the Board c/o the Corporate Secretary at PureCycle Technologies, Inc., Attn: Brad S. Kalter, 5950 Hazeltine National Drive, Suite 300, Orlando, Florida 32822 or by email at the following address: corporatesecretary@purecycle.com.

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PROPOSAL EIGHT — RATIFY GRANT THORNTON, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 21, 2023

Our Audit Committee has appointed Grant Thornton, LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023, and we are submitting that appointment to our stockholders for ratification on an advisory basis at the meeting. Although stockholder ratification of Grant Thornton’s appointment is not legally required, we are submitting this matter to the stockholders as a matter of good corporate practice. In determining whether to appoint Grant Thornton as our independent registered public accounting firm, the Audit Committee considered a number of factors, including, among others, the firm’s qualifications, industry expertise, prior performance, control procedures, proposed staffing and the reasonableness of its fees on an absolute basis and as compared with fees paid by comparable companies.

Vote Required

The affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved).

Board Vote Recommendation: “FOR” the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

If stockholders fail to vote on an advisory basis in favor of the appointment, the Audit Committee will reconsider whether to retain Grant Thornton and may appoint that firm or another without re-submitting the matter to the stockholders. Even if stockholders ratify the appointment, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the Company’s best interests.

The following table sets forth the amount of audit fees, audit-related fees, tax fees, and all other fees billed for services by Grant Thornton for the years ended December 31, 2022 and 2021. All audit and non-audit services provided to the Company by the independent registered public accounting firm are pre-approved by the Audit Committee, and the Audit Committee considers the provision of such non-audit services when evaluating the accounting firm’s independence.

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Grant Thornton has advised us that one or more of its partners will be present at the meeting. We understand that these representatives will be available to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so.

AUDIT COMMITTEE REPORT

Our Audit Committee has oversight authority over PCT’s financial reporting function, including our internal controls over financial reporting (“ICFR”) and our external independent audit process. In carrying out its oversight responsibilities, the Audit Committee:

Management has the primary responsibility for the preparation, presentation and integrity of the Company’s financial statements, for establishing and maintaining internal control over financial reporting and for assessing the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year. The Company’s independent registered public accounting firm is responsible for planning and carrying out an audit of the Company’s annual financial statements and the Company’s internal control over financial reporting, and expressing opinions as to the conformity of the financial statements with generally accepted accounting principles and the effectiveness of internal control over financial reporting, based on its audits.

As part of the Audit Committee’s oversight of the Company’s financial statements, the Audit Committee reviews and discusses with management, the financial controls team and the Company’s independent auditor, management’s key initiatives and programs aimed at maintaining and improving ICFR, the effectiveness of the Company’s internal and disclosure control structure and the scope and adequacy of the Company’s internal auditing program.

The Audit Committee met 11 times in 2022, which included, whenever appropriate, four executive sessions in which the Audit Committee met separately with Grant Thornton, LLP, our independent registered public accounting firm, as well as representatives of management. During 2022, in fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements in PCT’s Annual Report on Form 10-K for the year ended December 31, 2022 with management. Also during 2022, the Audit Committee discussed with Grant Thornton: (i) those matters required to be discussed by the applicable requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”), including the quality of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements; (ii) the written disclosures required by the PCAOB regarding the independent auditor’s communications with audit committees concerning independence; (iii) Grant Thornton’s independence and considered the effects that the provision of non-audit services may have on Grant Thornton’s independence; and (iv) various other matters pertaining to the audit and other matters handled by Grant Thornton.

Among other matters, over the course of the past year, the Audit Committee also:

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Taking all of these reviews and discussions into account and subject to the limitations on the role and responsibilities of the Audit Committee referred to in its charter, the undersigned Audit Committee members recommended that the Board include the Company’s audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

The Audit Committee has established procedures for the receipt and evaluation, on a confidential basis, of any complaints or concerns regarding our accounting, auditing, financial reporting or related matters. To report such matters please send correspondence to auditcommittee@purecycle.com.

Submitted by the Audit Committee of the Board of Directors

Tanya Burnell, Chair

Jeffrey Fieler

Fernando Musa

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PROPOSAL NINE—ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

Proposal Purpose

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd- Frank Act”) Section 14A of the Exchange Act, the Company is required to submit to stockholders a resolution subject to an advisory vote to approve the compensation of the Company’s named executive officers.

Proposal Summary

The Board encourages stockholders to carefully review the “Executive Compensation” section of this Proxy Statement, including the “Compensation Discussion and Analysis” and the Compensation Tables, for a thorough discussion of the Company’s compensation program for named executive officers.

The Company’s executive compensation program is designed to attract, develop, and retain motivated executives and key employees who possess the appropriate skill sets and leadership expertise to execute on our long-term strategy. The Company also seeks to design executive compensation to align the interests and objectives of its executives with stockholder interests. The Company’s Compensation Philosophy is supported by a variety of foundational principles, including that the Company believes all team members should be encouraged to “act like owners” by providing annual equity awards to all team members to promote engagement and differentiate the Company from others in the market.

Accordingly, the following resolution is submitted for an advisory stockholder vote at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

As this is an advisory vote, the result will not be binding on the Company, the Board or the Compensation Committee, although the Board and the Compensation Committee will carefully consider the outcome of the vote when evaluating the Company’s compensation program.

Vote Required

The affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved).

Abstentions will have the same effect as a vote “against” this proposal, and broker non-votes will have no effect on the vote for this proposal.

Vote Recommendation: “FOR” the advisory resolution to approve named executive officer compensation.

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PROPOSAL TEN—ADVISORY APPROVAL OF THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION

Proposal Purpose

The Dodd-Frank Act and Section 14A of the Exchange Act also requires the Company to submit to its stockholders a resolution subject to an advisory vote as to whether the stockholder vote to approve named executive officer compensation should occur every one year, two years or three years. This is the first time such advisory vote has been presented to the Company’s stockholders.

Proposal Summary

The Board values the stockholders’ opinions and believes it would benefit from direct, timely feedback on the Company’s executive compensation program, and as such, believes that it would be appropriate and in the best interests of the Company for an advisory vote to approve the compensation of the Company’s named executive officers to take place each year.

Accordingly, the Board recommends that stockholders vote for every “one year” as the frequency of the advisory vote to approve the compensation of the Company’s named executive officers.

The following resolution is submitted for an advisory stockholder vote at the annual meeting:

“RESOLVED, that the stockholders advise the Company to hold a stockholder advisory vote on the approval of the compensation of the Company’s named executive officers every:

As this is an advisory vote, the result will not be binding on the Company, the Board of Directors, the N&CG Committee or the Compensation Committee. However, the Board of Directors and the N&CG Committee and the Compensation Committee will carefully consider the outcome of the vote when determining the frequency of the stockholder advisory vote to approve the compensation of the Company’s named executive officers.

Vote Required

The affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted for “1 Year,” “2 Years,” or “3 Years” for it to be approved).

Abstentions and broker non-votes will have no effect on the vote for this proposal.

Vote Recommendation: “FOR ONE YEAR” as the frequency of the stockholder advisory vote to approve the compensation of the Company’s named executive officers.

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EXECUTIVE OFFICERS

The following is biographical information for our current executive officers as of the date of this proxy statement. For biographical information regarding Mr. Olson, please refer to the section above titled “Board of Directors.”

Lawrence Somma, 56, serves the Company’s Chief Financial Officer, from November 2021, and most recently served as Vice President, Finance Strategy & Transformation, at LyondellBasell Industries N.V. from February 2020 to November 2021. Mr. Somma previously served as LyondellBissell’s Vice President, Corporate Treasurer from October 2013 until February 2020. Mr. Somma previously was employed by Hyatt Hotels Corporation from 2008 through 2013, serving as Senior Vice President and Treasurer from 2008 through 2012 and Senior Vice President, Real Estate and Capital Strategy from 2012 through 2013. Mr. Somma has held various finance-related positions at a number of other companies, including Lennar Corporation from 2006 through 2008, Sara Lee Corporation from 2000 through 2006, Fisher Scientific from 1997 through 2000, and General Motors Corporation from 1989 through 1997. Mr. Somma attended Cornell University where he earned his Bachelor of Science in 1988 and his Masters in Engineering Management in 1989. Mr. Somma received his Masters in Business Administration from the University of Buffalo in 1992.

Brad Kalter, 56, serves as the Company’s General Counsel and Corporate Secretary, from January 2021. Previously, Mr. Kalter served as General Counsel, Chief Legal Officer and Secretary of United Insurance Holdings Corp., a property and casualty insurance holding company, from February 2019 to January 2021. From October 2015 to February 2019, Mr. Kalter served as Executive Vice President, General Counsel and Corporate Secretary of Exide Technologies (“Exide”), a battery manufacturing and energy storage business, overseeing global legal from 2015 to February 2019. Mr. Kalter was responsible for overseeing the legal functions of the organization including corporate governance, compliance, litigation and subsidiary management, as well as overseeing legal aspects of corporate financing transactions and mergers and acquisitions. Mr. Kalter previously served as Vice President, Deputy General Counsel and Corporate Secretary at Exide from 2009 to September 2015 and also as Exide’s Deputy General Counsel and Corporate Secretary, from 2006 to 2008. Prior to joining Exide, Mr. Kalter served as General Counsel at Cotton States Insurance Group, a multi-line insurance group, from 1999 through 2003. Mr. Kalter holds a J.D. from Emory University and a B.A. in Political Science and Communications from the University of Pennsylvania.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

PureCycle’s executive compensation program is designed to attract, develop, and retain motivated executives and key employees who possess the appropriate skill sets and leadership expertise to execute on our long-term strategy. We analyze peer group and survey data to help ensure that our executive compensation program is market-competitive. We also seek to design executive compensation to align the interests and objectives of our executives with shareholder interests. We provide annual equity awards to all team members to encourage them to “act like owners” and strategically differentiate ourselves from others in the market.

The Compensation Discussion and Analysis that follows describes how this compensation philosophy applied to each Named Executive Officer (“NEO”) and their compensation for 2022.

Our 2022 NEOs were:

2022 Key Leadership Changes

Michael Otworth served as our Chief Executive Officer until his resignation, effective August 5, 2022. During 2022, Dustin Olson served as our Chief Manufacturing Officer from January 1 through August 4, 2022 and as our Chief Operating Officer from March 9 through August 4, 2022, and was appointed Chief Executive Officer effective August 5, 2022 in connection with Mr. Otworth’s resignation. David Brenner served as our Chief Commercial Officer until May 13, 2022 and his employment with the Company was terminated effective September 30, 2022.

Pay Practices Supporting Good Governance

Compensation Risk Controls

The Compensation Committee works with management to conduct an annual review of our compensation-related risks. The risk assessment conducted during fiscal year 2022 did not identify any significant compensation-related risks and concluded that our compensation programs encourage actions aligned with the interests of stockholders. The analysis concluded there was a sufficient balance among fixed versus variable pay, cash and equity, and corporate and individual goals. The Compensation Committee also concluded there are appropriate policies and controls in place to mitigate compensation-related risks. As a result, we determined that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on PureCycle.

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Executive Stock Ownership Guidelines

We maintain stock ownership guidelines that enable us to meet our compensation objective of aligning the interests of our executive officers, including our NEOs, with those of our shareholders. Executive officers are expected to meet the applicable guideline within five years following their hire date, elevation to an executive position or the Company’s public listing, whichever is later. As of December 31, 2022, each of our continuing NEOs was either in compliance with the stock ownership guideline or was expected to meet such guideline within the applicable five-year period.

No tax gross ups

We have not entered into agreements with our NEOs that provide for tax “gross-ups.”

Incentive awards capped

Compensation under our long-term incentive (“LTI”) program and short-term incentive (“STI”) program are capped at 200% of target. We believe a 2x multiple for incentive compensation, requiring significant performance above target, provides appropriate upside potential while also serving as a key risk mitigator in our plan.

Limited Perquisites.

We believe that perquisites, as a general rule, should not form a material component of executive compensation. In 2022, the Compensation Committee approved enhanced annual physicals for NEOs. The cost of the physical and any required lodging associated with such physical are reimbursed by the Company. There are no other significant executive perquisites.

How We Make Executive Compensation Decisions

Compensation Committee Role

The Compensation Committee is composed solely of independent members of the Board and operates under a Board-approved charter which outlines the Compensation Committee’s primary duties and responsibilities. The charter is available on the Investor Relations page on the PureCycle website. The Compensation Committee discharges certain responsibilities of our Board with respect to the compensation of our NEOs, including reviewing our executive compensation programs, recommending compensation levels for our CEO to the Board, and approving compensation for our executive officers other than our CEO. Further, the Compensation Committee is responsible for reviewing, discussing, and approving the Compensation Discussion and Analysis and the accompanying Compensation Committee Report for inclusion in the annual proxy statement that we file with the SEC.

Independent Compensation Consultant

The Compensation Committee engages an external compensation consultant, who reports directly to the Compensation Committee and provides competitive market data, analysis and other resources to assist with our

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overall executive compensation strategy. In 2022, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with designing executive and director compensation, as well as compensation for our executive officers, consistent with market practices and our selected peer group, including compensation philosophies, strategies, pay levels, decision-making processes, and other matters within the scope of the Compensation Committee’s charter. FW Cook does not perform any other work for us, does not trade our stock, has independence policies that are reviewed annually and will proactively notify the Compensation Committee chair of any potential or perceived conflicts of interest. The Compensation Committee found no conflict of interest during fiscal year 2022. The Compensation Committee deemed FW Cook independent for 2022.

Chief Executive Officer Role

Our CEO recommends to the Compensation Committee, in the case of other executive officers, base salary amounts, STI and LTI awards as well as potential adjustments to same based on individual performance.

Expected Annual Say-on-Pay Vote

We believe our shareholders should have the opportunity to annually assess our executive compensation programs and have submitted for approval by our shareholders a proposal for an annual “Say-on-Pay” vote.

Peer Group for Executive Compensation

We used data from a peer group to assist the Compensation Committee in setting each NEO’s compensation, and we generally seek to approximate the median of our peer group (described below) with respect to the total direct compensation (base salary, target STI, and target LTI) of our NEOs. However, given our status as a pre-revenue company and the need to retain key talent, 2022 LTI awards to our NEOs were generally designed to exceed this level. Further, market data is just one of several factors that we examine in determining compensation levels. Pay for an NEO may be above or below market based on other factors, including an individual NEO’s performance, experience, responsibilities or tenure in a role, any special skills, and market demand.

The initial peer group for the Company was approved in November 2021 based on various objective and subjective criteria including the following:

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This initial peer group, which was referenced by the Compensation Committee for purposes of fiscal year 2022 compensation decisions for our NEOs, consisted of the following companies:

In 2022, as a result of certain mergers & acquisition (“M&A”) activity and changes in financial size, FW Cook recommended, and the Compensation Committee agreed, to add five new peer companies (Archaea Energy Inc., Danimer Scientific, Inc., Li-Cycle Holdings Corp., Origin Materials, Inc., and Trex Company, Inc.) to replace three companies that have been acquired through M&A activity (Covanta Holding Corporation, Renewable Energy Group, and US Ecology Holdings, Inc.) and two peer companies that are no longer deemed appropriate (ESCO Technologies Inc. and CIRCOR International, Inc.). The range of annual revenues for peer group members was determined so that our annual revenue would be comparable to the median of the peer group. This revised peer group will be used for compensation decisions for our NEOs for fiscal 2023 and consists of the following companies:

Pay Elements

Overview – What We Pay and Why

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Base Salary

General.    We set base salaries for new executive officers at the time of hire and review base salaries for our executive officers on an annual basis to help ensure they remain market competitive and consistent with our peer group, and reflect the scope and responsibility of their positions, as well as their prior experiences. Base salaries for 2022 for our NEOs were reviewed and discussed at a regular meeting of the Compensation Committee and were effective March 16, 2022. Base salary for the CEO is recommended by the Compensation Committee and approved by the Board. We also review base salaries upon a meaningful change in an executive officer’s responsibilities or role.

We take into consideration several factors in setting initial base salary or when annually reviewing base salaries for our executive officers, including: current base salary; positioning relative to competitive market data and peer companies; scope of the position; prior professional experience; and internal pay comparisons. The fiscal 2022 base salaries, determined by the Compensation Committee based on its consideration of those factors, and any percent increase over the fiscal 2021 base salaries, are provided in the table below.

Annual Cash Incentives

STI Overview

To help link our executive officer compensation to corporate strategic goals and financial objectives, we provide the opportunity for our executive officers to earn an annual cash incentive, which is designed to motivate attainment and reward accomplishment of annual financial goals.

Near the beginning of the 2022 fiscal year, during its regular meeting held in the first fiscal quarter, the Compensation Committee approved certain strategic and financial goals upon which the 2022 STI awards could be earned. An NEO’s target award is expressed as a percentage of annual base salary and is subject to specific performance measures and weightings, as well as individual subjective performance. For each performance measure, threshold, target, and maximum levels of performance are defined, which have corresponding payout percentages. Following the end of the fiscal year, the Compensation Committee receives management’s report on

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the Company’s performance against the pre-established goals, as well as each NEO’s individual contributions. The Compensation Committee reviews management’s recommendations and determines actual performance as compared to the pre-established goals, considers each NEO’s individual performance, and determines a payout percentage for each NEO, which is expressed as a percent of target performance. Actual STI payouts can range from 0% (if threshold levels of performance are not met) to 200% of the target award (if maximum levels of performance are met for all of the performance measures). The Compensation Committee has the discretion to adjust any annual cash incentive amount ultimately paid.

When determining the target award for each NEO, the Compensation Committee generally references the median of our peer group for target total cash compensation (sum of base salary and target annual cash incentive) for the position in which such NEO serves. The annual award for the CEO is recommended by the Compensation Committee and approved by the Board.

2022 Short-Term Cash Incentive Award

The Compensation Committee approved the fiscal 2022 award opportunities for our NEOs under the Company’s STI program as set forth below:

The 2022 STI provides our NEOs with an opportunity to earn cash incentive payments based on achievement of pre-established Company performance goals (weighted at 70%) and individual achievement (weighted at 30%), with potential payouts ranging from 0% to 200% of target.

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For the strategic performance criteria, representing 70% of each executive officer’s weighted STI target, the Compensation Committee established the following performance goals under the 2022 STI program for the NEOs:

Individual achievement, representing 30% of each NEO’s weighted STI target, is determined based on the factors described below.

While the overall amount of cash incentive compensation is linked to pre-determined metrics, the Compensation Committee has the discretion to adjust any amount ultimately paid under the 2022 STI program after good faith consideration of overall Company performance, market conditions and other factors.

2022 STI Results

Strategic Performance Goals. The formulaic results with respect to the strategic performance goals (which comprised 70% of the 2022 STI program opportunities) are illustrated in the following table.

Discretionary Adjustment. Following the 2022 fiscal year, in accordance with its discretion afforded under the 2022 STI program, the Compensation Committee (or the Board, in the case of Mr. Olson) determined that it was appropriate to adjust the formulaic payout percentage of 15% for the strategic performance goals component of the STI awards, as described in the table above. In making this determination, the Compensation Committee, and Board with regard to Mr. Olson, recognized significant contributions despite numerous challenges associated with a pre-revenue company seeking to commercialize a novel recycling process. Those challenges included equipment delivery delays that contributed to the prevention of the commissioning of the Ironton plant before year-end and a tightening credit market which resulted in the Company’s decision to forego execution of certain financing transactions at an undesirable cost of capital. With regard to the global expansion metric, the Compensation Committee recognized the significant work achieved in advancing discussions for the Japanese joint venture and administrative delays that impacted the finalization of the site selection for the Company’s first European plant subsequently announced in January 2023. Consequently, the Compensation Committee determined that providing awards above threshold but below target was appropriate in light of these factors, and the Compensation Committee set payment with respect to the strategic performance goals at 75% of target (and for Mr. Olson, recommended payment for the performance metrics at 75% of target to the Board).

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Individual Achievement. The individual achievement component of the 2022 STI program awards (which comprises 30% of the 2022 STI program opportunities) is based on each NEO’s individual performance, which is assessed in the discretion of the Compensation Committee on a subjective, qualitative basis. In early 2023, the Compensation Committee conducted this assessment for purposes of the 2022 STI awards for the NEOs who then remained at the Company (Messrs. Olson, Somma, and Kalter), and determined the following payout percentages for the individual achievement component of the 2022 STI awards: for Mr. Olson, 150%; for Mr. Somma, 130%, and for Mr. Kalter, 130%. In making these determinations, the Compensation Committee considered the following factors:

In general, 2022 STI program participants must remain continuously employed by the Company until the award payment date in order to receive a payout of an award under the 2022 STIP. Because Mr. Otworth’s and Brenner’s employment terminated during 2022, they were not eligible to receive payouts in respect of their 2022 STI awards. However, in connection with his resignation and execution of a customary release, Mr. Otworth received $500,000, intended to represent a partial payout of his 2022 STI award opportunity, and, pursuant to his separation agreement, Mr. Brenner received a lump sum cash amount of $87,975, equal in value to his pro-rata target 2022 STI award through June 30, 2022.

The following table indicates the actual STI program payment made to each NEO for fiscal 2022 (other than Mr. Otworth and Mr. Brenner), reflecting the adjustments described above:

Long-Term Incentive Equity Awards

LTI Overview

We believe our LTI program opportunities, along with our stock ownership guidelines, align the interests of our executive officers with the interests of our shareholders. We provide our NEOs an opportunity to earn market and peer group competitive long-term incentives in the form of PSU and RSU awards. In determining the size of these long-term incentive awards for each NEO, we consider market data, the scope and complexity of the executive’s position, experience, and internal pay comparisons.

Generally, one-half of the long-term incentive value is delivered in the form of RSUs and one-half is delivered in the form of PSUs, both of which are approved by the Compensation Committee (and recommended to the Board

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by the Compensation Committee for the CEO) at its regular meeting held in the first fiscal quarter. We believe this allocation of equity awards provides an appropriate balance between rewarding achievement of Company-specific performance measures and delivering long-term incentive value through stock performance. Given the early stage challenges typical for pre-revenue companies, the Compensation Committee believes above-market target equity awards are appropriate and seeks to set annual LTI award targets above the median of our peer group. As the Company matures, the Compensation Committee expects to adjust annual LTI target awards and provide target values that are closer to the market median.

PSU Awards

PSU awards are granted each year and are paid out in shares of our common stock following completion of a three-year performance period if certain performance goals are achieved as determined by the Compensation Committee. The Compensation Committee establishes performance measures and weighting for the entire three-year performance period, as well as thresholds and maximums. Factors the Compensation Committee considers when establishing the performance goals for the three-year period include our status as a pre-revenue company, as well as near-term and long-term strategic goals. At the end of the three-year performance period, we expect management to present a summary of performance against the performance goals and the Compensation Committee makes a final determination of actual achievement against these goals. Actual payouts can range from 0% (if the threshold performance levels are not met) to 200% of the target award (if maximum performance levels are met). The PSUs granted in 2022 will be earned based on achievement of two equally weighted pre-established performance objectives related to: (i) cumulative earnings before interest, taxes, depreciation, and amortization, less bonus expense and share-based compensation expense (“Adjusted EBITDA”) through December 31, 2024, and (ii) cumulative production at the Company’s operational manufacturing facilities by December 31, 2024, and will vest on the date the attainment of such performance objectives is determined by the Compensation Committee (and, with regard to the CEO, by the Board), subject to the participant’s continued employment with the Company through December 31, 2024. The actual number of shares (if any) issued in settlement of the PSUs may range from 50% (if threshold performance is achieved) to 200% of target. In general, we do not disclose the specific, forward-looking goals that we established for the 2022 PSUs because (1) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the NEOs’ compensation for 2022 and (2) we believe that disclosure of such goals while the applicable performance period is ongoing would cause us competitive harm. However, we expect to disclose such goals in future proxy statements once the applicable performance periods have ended as part of our discussion of the amounts earned by our NEOs under these awards.

Restricted Stock Unit Awards

The Compensation Committee also grants RSUs. RSU awards generally vest in four equal annual installments following the grant date, in each case subject to the participant’s continued employment with the Company through the applicable vesting date. We believe that the RSU awards serve as a retention tool for our executive officers and that the long-term value of such awards aligns our executive officers’ goals with those of our shareholders.

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Our NEOs received the following initial long-term incentive award opportunities in 2022 (excluding any later promotional grants, which are discussed below):

Promotional Grants

Effective May 20, 2022, in connection with his appointment to the position of Chief Operating Officer and Chief Manufacturing Officer, the Compensation Committee approved additional awards to Mr. Olson consisting of (1) 21,766 target PSUs, which are generally subject to the same vesting terms as the regular annual 2022 PSU awards, and (2) 21,766 RSUs, which generally vest in substantially equal installments on each of the first four anniversaries of the grant date.

Effective August 5, 2022, in connection with his appointment as Chief Executive Officer, the Compensation Committee approved additional awards to Mr. Olson consisting of (1) 113,332 target PSUs, which are generally subject to the same vesting terms as the regular annual 2022 PSU awards, and (2) 113,332 RSUs, which generally vest in substantially equal installments on each of the first four anniversaries of the grant date.

2022 Goal setting

In order to help ensure STI and LTI compensation are aligned with both Company performance and the evolution of corporate strategy, incentive goals and targets are not automatically carried forward year over year. Rather, the Compensation Committee reevaluates performance goals to help ensure goals are: (i) designed to incentivize our executives to drive our key strategic objectives over the relevant performance period; (ii) challenging and sufficiently rigorous; (iii) appropriately reflective of business and market conditions; and (iv) aligned with stockholder interests.

Other 2022 Compensation

Employment Agreements

In November 2020, PureCycle Technologies, LLC, the Company’s predecessor, entered into an employment agreement with Mr. Otworth that remained in effect following completion of the Business Combination. The employment agreement provided for the basic terms and conditions of Mr. Otworth’s employment, including certain compensation described above. The initial term of Mr. Otworth’s employment agreement was scheduled to end on November 14, 2022, subject to automatic extensions for additional one-year periods thereafter unless either party provided written notice of non-renewal at least 90 days prior to the end of the applicable term. In June 2022, Mr. Otworth notified the Board of his intention not to renew his employment agreement and resigned from the Company effective August 4, 2022. Under his employment agreement, Mr. Otworth agreed to enter into a restrictive covenant agreement with PCT, which includes customary non-competition, non-solicitation, and confidentiality provisions. The employment agreement provided for certain severance benefits for Mr. Otworth in the event of certain terminations of employment, as further described below under “Potential Payments Upon Termination or Change in Control.” The actual separation benefits received by Mr. Otworth in connection with his departure from the Company are also described in such section.

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Offer Letters

We are party to an offer letter with Mr. Olson that was entered into in connection with his initial commencement of employment as our Chief Manufacturing Officer in January 2021. The offer letter provides for the basic terms of Mr. Olson’s employment, including an initial annual base salary rate of $400,000, a target STIP opportunity equal to 20% of base salary, and other customary employee benefits. The offer letter provides that the Company will reimburse Mr. Olson for up to $100,000 in relocation expenses. The offer letter also contemplates an anticipated future equity award, the value of which is expected to be between $1,000,000 and $3,000,000, which is expected to be granted following the commissioning of the Ironton Facility. Mr. Olson’s offer letter was not revised in association with his promotion to Chief Operating Officer on March 9, 2022, or his August 5, 2022 appointment as Chief Executive Officer, although certain elements of his compensation were adjusted in connection with those appointments, as further described above.

In connection with his commencement of employment in November 2021, we provided an offer letter to Mr. Somma, which offer letter provides for the basic terms of his employment, including an initial annual base salary rate of $500,000, a 2022 target STIP opportunity equal to 70% of his base salary, an expected long-term incentive award target of $700,000, and certain customary employee benefits. The offer letter also provides that Mr. Somma will participate in the Company’s executive severance plan (the “Severance Plan”), which is further described below. The offer letter also provides that Mr. Somma will enter into a restrictive covenant agreement.

In connection with his commencement of employment in January 2021, we provided an offer letter to Mr. Kalter, which offer letter provides for the basic terms of his employment, including an initial annual base salary rate of $375,000, participation in annual and long-term incentive plans, a sign-on payment of $150,000 (paid in 2021), and certain customary employee benefits. The offer letter also provides that Mr. Kalter will participate in the Severance Plan. The offer letter also provides that Mr. Kalter will enter into a restrictive covenant agreement.

During his employment, Mr. Brenner did not have an employment agreement or offer letter with the Company.

Separation Agreements

In May 2021, we entered into a separation agreement with Mr. Brenner to memorialize the terms of his departure from the Company. The separation agreement provided that his last day of employment would be September 30, 2022 (or such earlier date as determined by the Company), and that prior to such date, Mr. Brenner would provide certain transition services related to his duties as Chief Commercial Officer. The separation agreement provided that, subject to his execution of a customary release of claims in favor of the Company, the Company would pay him a lump sum cash payment of $87,975, equal in value to his pro-rated target award under the 2022 STI program through June 30, 2022. The separation agreement also includes reaffirmation of Mr. Brenner’s obligations under his restrictive covenants agreement.

In August 2022, we entered into a separation agreement with Mr. Otworth to memorialize the terms of his departure from the Company. The separation agreement provided for the following separation benefits to Mr. Otworth, subject to his execution of a customary release of claims in favor of the Company: (1) a lump sum cash amount of $500,000 in lieu of any annual bonus that would have been earned for the 2022 calendar year; and (2) reimbursements for the portion of Mr. Otworth’s COBRA premiums that exceeds his active employee rates for coverage for him and his dependents for up to 12 months following his separation. The separation agreement also includes reaffirmation of Mr. Otworth’s obligations under his restrictive covenants agreement.

Retirement Benefits

We offer a tax-qualified retirement savings plan to our employees, under which participating employees may contribute a portion of their eligible compensation into their plan accounts. Each of the NEOs was eligible to

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participate in the plan during fiscal 2022. The Company makes contributions under the 401(k) plan matching the employee’s own contributions dollar for dollar up to 4% of the employee’s contributions, subject to IRS limits.

Tax Considerations

Code Section 162(m) imposes an annual deduction limit of $1 million on the amount of compensation paid to each “covered employee,” which includes our NEOs and certain other former NEOs. Compensation paid to our NEOs over this limit is nondeductible. The Compensation Committee structures our executive compensation program so that a sizable portion of total executive compensation is linked to the performance of our Company, even though amounts in excess of the Code Section 162(m) limit are generally not deductible.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, our Compensation Committee members were Messrs. Bouck and Musa and Ms. Burnell, none of whom served as an officer or employee of the Company or any of our subsidiaries prior to or while serving on the Compensation Committee. During our 2022 fiscal year, no member of the Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related party transactions and no interlocking relationship existed between our Board or Compensation Committee and the board of directors or compensation committee of any other company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing “Compensation Discussion and Analysis” with management and, based on such review and discussions, recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Compensation Committee:

Steve Bouck (Chair)

Tanya Burnell

Fernando Musa

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Compensation Tables

2022 Summary Compensation Table

The following table provides information regarding the compensation of our NEOs for the 2022, 2021, and 2020 fiscal years, as applicable.

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All Other Compensation

2022 GRANTS OF PLAN-BASED AWARDS

The following table presents additional information regarding plan-based awards granted to our NEOs in fiscal 2022.

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OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

The following table summarizes information about all outstanding unvested equity awards held by our NEOs as of December 31, 2022.