Pure Cycle Sets Shareholder Meeting for Jan 2026, Key Votes Ahead
Ticker: PCYO · Form: DEF 14A · Filed: 2025-12-04T00:00:00.000Z
Sentiment: neutral
Topics: Proxy Statement, Shareholder Meeting, Corporate Governance, Executive Compensation, Board of Directors, Auditor Ratification, Beneficial Ownership
Related Tickers: PCYO
TL;DR
**PCYO's upcoming shareholder meeting is a routine governance check, but watch for institutional investor influence on executive pay and board elections.**
AI Summary
PURE CYCLE CORP (PCYO) is holding its Annual Meeting of Shareholders on January 14, 2026, to elect seven directors, ratify Forvis Mazars, LLP as its independent auditor for fiscal year 2026, and conduct advisory votes on executive compensation and its frequency. As of the November 17, 2025 record date, there were 24,090,605 shares of common stock outstanding. Key beneficial owners include Maran Capital Management, LLC with 3,549,000 shares (14.7%), Magnolia Capital Fund, LP with 2,089,408 shares (8.7%), and BlackRock, Inc. with 1,311,881 shares (5.4%). CEO Mark W. Harding beneficially owns 1,045,089 shares (4.3%), including 305,000 exercisable options. The company's equity compensation plans have 489,500 outstanding options with a weighted-average exercise price of $9.52, and 1,973,796 securities remaining available for future issuance. The board emphasizes its role in risk oversight and maintains a Code of Business Conduct and Ethics.
Why It Matters
This DEF 14A filing outlines critical governance decisions for Pure Cycle, impacting investor confidence and executive accountability. The election of seven directors will shape the company's strategic direction, while the ratification of Forvis Mazars, LLP ensures continued financial oversight. Advisory votes on executive compensation provide shareholders a voice on pay practices, a crucial aspect for attracting and retaining top talent in a competitive market. The significant beneficial ownership by Maran Capital Management, LLC (14.7%) and Magnolia Capital Fund, LP (8.7%) suggests active institutional interest and potential influence on these votes, making the outcomes closely watched by the broader market.
Risk Assessment
Risk Level: low — The filing primarily details standard corporate governance matters for an annual meeting, including director elections and auditor ratification. There are no immediate red flags regarding financial distress or significant operational changes. The advisory votes on executive compensation and its frequency are non-binding, further mitigating direct financial risk from these proposals.
Analyst Insight
Investors should review the director nominees' qualifications and the company's executive compensation philosophy ahead of the January 14, 2026 meeting. While the proposals are largely routine, understanding the board's composition and compensation practices is crucial for long-term holders. Consider how your vote aligns with the interests of major beneficial owners like Maran Capital Management, LLC.
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Mark W. Harding | CEO | |
| Marc S. Spezialy | Executive Officer | |
| Patrick J. Beirne | Director | |
| Wanda J. Abel | Director | |
| Frederick A. Fendel III | Director |
Key Numbers
- 24,090,605 — Shares of common stock outstanding (As of the November 17, 2025 record date)
- 3,549,000 — Shares owned by Maran Capital Management, LLC (Representing 14.7% of the class)
- 2,089,408 — Shares owned by Magnolia Capital Fund, LP (Representing 8.7% of the class)
- 1,311,881 — Shares owned by BlackRock, Inc. (Representing 5.4% of the class)
- 1,045,089 — Shares beneficially owned by Mark W. Harding (Representing 4.3% of the class, including 305,000 exercisable options)
- 489,500 — Outstanding options under equity compensation plans (As of August 31, 2025)
- $9.52 — Weighted-average exercise price of outstanding options (As of August 31, 2025)
- 1,973,796 — Securities remaining available for future issuance (Under equity compensation plans as of August 31, 2025)
- January 14, 2026 — Date of Annual Meeting of Shareholders (Meeting to be held at 2:00 p.m. Mountain Time)
- November 17, 2025 — Record date for voting eligibility (Shareholders of record as of 5:00 p.m. Mountain Time)
Key Players & Entities
- PURE CYCLE CORP (company) — Registrant
- Mark W. Harding (person) — President, CEO, and Director
- Forvis Mazars, LLP (company) — Independent registered public accounting firm nominee
- Maran Capital Management, LLC (company) — 5% or more beneficial owner
- Magnolia Capital Fund, LP (company) — 5% or more beneficial owner
- BlackRock, Inc. (company) — 5% or more beneficial owner
- Marc S. Spezialy (person) — Vice President and CFO
- SEC (regulator) — Securities and Exchange Commission
- Daniel Roller (person) — Sole managing member of Maran Capital Management, LLC
- Adam K. Peterson (person) — Managing member of The Magnolia Group, LLC
FAQ
When is Pure Cycle Corporation's annual meeting of shareholders?
Pure Cycle Corporation's annual meeting of shareholders is scheduled for January 14, 2026, at 2:00 p.m. Mountain Time. Shareholders of record as of November 17, 2025, are entitled to vote.
What are the key proposals to be voted on at the Pure Cycle annual meeting?
Shareholders will vote on the election of seven directors, the ratification of Forvis Mazars, LLP as the independent auditor for fiscal year 2026, and advisory votes on executive compensation and its frequency. These are standard governance items.
Who are the largest beneficial owners of Pure Cycle common stock?
As of November 17, 2025, the largest beneficial owners are Maran Capital Management, LLC with 3,549,000 shares (14.7%), Magnolia Capital Fund, LP with 2,089,408 shares (8.7%), and BlackRock, Inc. with 1,311,881 shares (5.4%). These institutions hold significant voting power.
What is the role of Mark W. Harding at Pure Cycle Corporation?
Mark W. Harding serves as Pure Cycle Corporation's Director, President, and CEO. He joined the company in April 1990 and has held his current CEO position since April 2005, bringing extensive experience in public finance and water-related issues.
How many shares of Pure Cycle common stock are outstanding as of the record date?
As of the record date, November 17, 2025, there were 24,090,605 shares of Pure Cycle Corporation's common stock issued and outstanding. Each share is entitled to one vote on each matter presented.
What is the weighted-average exercise price of outstanding options under Pure Cycle's equity compensation plans?
As of August 31, 2025, the weighted-average exercise price of the 489,500 outstanding options under Pure Cycle's equity compensation plans is $9.52. This indicates the cost at which employees can purchase shares.
Will broker non-votes affect the outcome of all proposals at the Pure Cycle meeting?
Broker non-votes will not affect the outcome of proposals 1 (director election), 3 (advisory vote on executive compensation), and 4 (frequency of advisory vote on executive compensation) because these are considered non-routine matters. However, proposal 2 (auditor ratification) is routine, so broker non-votes are not expected for it.
How can Pure Cycle shareholders attend the annual meeting in person?
Pure Cycle shareholders planning to attend the meeting in person must RSVP by emailing info@purecyclewater.com with the number of attendees no later than 5:00 p.m. Mountain Time on January 2, 2026. Failure to RSVP may result in denial of admission.
What is Pure Cycle's policy on shareholder communication with the board?
The DEF 14A filing indicates that Pure Cycle has a policy for shareholder communications with the board, though specific details are not provided in this excerpt. Generally, such policies outline how shareholders can convey concerns or questions to directors.
What is the significance of the advisory vote on executive compensation for Pure Cycle?
The advisory vote on executive compensation for Pure Cycle is non-binding, but the board of directors will review the voting results and take them into consideration when making future decisions regarding executive compensation. This provides shareholders a direct voice on pay practices.
Risk Factors
- Reliance on Key Personnel [medium — operational]: The company's success is dependent on the continued service of its key executive officers and directors. The loss of any of these individuals could have a material adverse effect on the company's operations and financial condition.
- Equity Compensation Dilution [medium — financial]: The company has 489,500 outstanding options with a weighted-average exercise price of $9.52 and 1,973,796 securities available for future issuance under equity compensation plans. Future issuances could dilute existing shareholders' ownership.
- Concentration of Ownership [medium — market]: Significant ownership stakes by Maran Capital Management (14.7%), Magnolia Capital Fund (8.7%), and BlackRock (5.4%) could influence corporate actions and potentially create conflicts of interest.
Industry Context
Pure Cycle Corp operates in the energy sector, likely focusing on oil and gas exploration, development, or related services. This industry is characterized by cyclical commodity prices, significant capital requirements, and evolving regulatory landscapes concerning environmental impact and production methods. Companies in this space often face competition from both established players and emerging technologies.
Regulatory Implications
As a publicly traded company, Pure Cycle Corp is subject to SEC regulations, including timely and accurate filing of disclosures like this DEF 14A. Changes in environmental regulations, particularly concerning energy production and emissions, could impact operational costs and future development plans.
What Investors Should Do
- Review the director nominees and vote for or against their election to ensure alignment with shareholder interests.
- Consider the company's proposal to ratify Forvis Mazars, LLP as the independent auditor for fiscal year 2026.
- Participate in the advisory vote on executive compensation to express shareholder sentiment on the company's pay practices.
- Vote on the frequency of future advisory votes on executive compensation (e.g., one, two, or three years).
Key Dates
- 2026-01-14: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor ratification, and advisory votes on executive compensation and its frequency.
- 2025-11-17: Record Date for Voting Eligibility — Determines which shareholders are eligible to vote at the Annual Meeting.
- 2025-08-31: Fiscal Year End — The period for which the company's financial statements and compensation data are reported.
- 2025-12-04: Mailing of Notice of Internet Availability of Proxy Materials — Initiates the proxy solicitation process for the Annual Meeting.
Glossary
- DEF 14A
- A proxy statement filed by a company with the SEC when it is soliciting proxies from shareholders for its annual or special meeting. (This document contains the information shareholders need to make informed voting decisions.)
- Beneficial Ownership
- The power to direct the voting or disposition of securities, even if the securities are not registered in that person's name. (Used to identify significant shareholders and management's holdings.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the cutoff for shareholders entitled to vote at the January 14, 2026 meeting.)
- Equity Compensation Plans
- Plans that allow a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Details the outstanding awards and available securities for future grants, impacting potential shareholder dilution.)
- Named Executive Officers (NEO)
- The top executive officers of a company whose compensation is disclosed in detail in proxy statements. (These are the individuals whose compensation is subject to shareholder advisory votes.)
- Say-On-Pay
- A shareholder advisory vote on executive compensation, often referred to as a 'non-binding' vote. (Shareholders will have an advisory vote on executive compensation at the upcoming meeting.)
Year-Over-Year Comparison
This DEF 14A filing provides information for the annual meeting on January 14, 2026, and covers the fiscal year ended August 31, 2025. Specific comparative financial metrics (revenue, net income, margins) are not detailed within the provided text for comparison to a prior filing. However, the document highlights key shareholder information, director nominations, and auditor ratification, which are standard components of annual proxy statements.
Filing Stats: 4,846 words · 19 min read · ~16 pages · Grade level 11 · Accepted 2025-12-04 08:00:34
Filing Documents
- pcyo-20260114xdef14a.htm (DEF 14A) — 552KB
- pcyo-20260114xdef14a005.jpg (GRAPHIC) — 59KB
- pcyo-20260114xdef14a006.jpg (GRAPHIC) — 59KB
- pcyo-20260114xdef14a012.jpg (GRAPHIC) — 200KB
- pcyo-20260114xdef14a013.jpg (GRAPHIC) — 143KB
- 0001104659-25-118311.txt ( ) — 2515KB
- pcyo-20260114.xsd (EX-101.SCH) — 3KB
- pcyo-20260114_lab.xml (EX-101.LAB) — 4KB
- pcyo-20260114_pre.xml (EX-101.PRE) — 4KB
- pcyo-20260114xdef14a_htm.xml (XML) — 274KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 3 Voting Securities and Principal Holders Thereof 3 Securities Authorized for Issuance Under Equity Compensation Plans 4 DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS 5 Directors and Director Nominees 5 Executive Officer (Non-Director) 7 CORPORATE GOVERNANCE AND BOARD MATTERS 7 Board Leadership Structure 7 Board Committees 7 Board Role in Risk Oversight 8 Board Diversity 9 Board Membership and Director Independence 9 Code of Business Conduct and Ethics 10 Shareholder Communications with the Board 10 Director Compensation 10
EXECUTIVE COMPENSATION 11
EXECUTIVE COMPENSATION 11 Named Executive Officers ("NEO") 11
Executive Compensation Discussion 11
Executive Compensation Discussion 11 Compensation Philosophy 11 Shareholder Feedback and Say-On-Pay Results 12 Compensation Components 12 Compensation of Pure Cycle's Executive Officers 12 Stock Ownership Guidelines for Executive Officers 13 Insider Trading Policy 13 Policies and Practices for Granting Stock Options and Stock Appreciation Awards. 13 Employment and Severance Agreements 13 Summary Compensation Table 14 Outstanding Equity Awards at Fiscal Year-End 14 Pay versus Performance Table 14 Pay versus Performance Narrative 15 REPORT OF THE AUDIT COMMITTEE 17 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17 PROPOSAL 1 – ELECTION OF DIRECTORS 18 Table of Contents PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 18 PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION 19 PROPOSAL 4 – FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION 20 ACTION TO BE TAKEN UNDER THE PROXY 20 OTHER INFORMATION 21 Delinquent Section 16(a) Reports 21 Shareholder Proposals and Nomination of Directors 21 Delivery of Materials to Shareholders with Shared Addresses 21 Availability of Annual Report and Other Documents 21 Table of Contents PURE CYCLE CORPORATION 34501 E. Quincy Avenue, Building 1, Suite D Watkins, CO 80137 (303) 292-3456 PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS To be held on January 14, 2026 This proxy statement is being made available to shareholders in connection with the solicitation of proxies by the board of directors of PURE CYCLE CORPORATION ("Pure Cycle," the "Company," "we," "us," or "our") to be voted at our annual meeting of shareholders (the "Meeting") to be held at the Company's offices located at 34501 E. Quincy Avenue, Building 1, Suite D, Watkins, CO 80137, on January 14, 2026, at 2:00 p.m. Mountain Time, or at any adjournment or postponement thereof. If a change is made, we will announce the change in advance, and details on how to pa
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Voting Securities and Principal Holders Thereof The following table sets forth information as of the record date of November 17, 2025, as to the beneficial ownership of shares of our common stock by (i) each person (or group of affiliated persons) known to us to own beneficially 5% or more of the common stock, (ii) each of our directors and each nominee for director, (iii) each executive officer, and (iv) all directors and executive officers as a group. All information is based on information filed by such persons with the Securities and Exchange Commission (the "SEC") and other information provided to us by such persons. Except as otherwise indicated, we believe each of the beneficial owners listed has sole investment and voting power with respect to such shares. On the record date, there were 24,090,605 shares of common stock outstanding. Shares not outstanding but deemed beneficially owned by virtue of the right of a person to acquire shares within 60 days of the record date are included as outstanding and beneficially owned for that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. 3 Table of Contents Name and address of beneficial owner Amount and nature of beneficial ownership Percent of class 5% OR MORE BENEFICIAL OWNERS Maran Capital Management, LLC 3,549,000 (1) 14.7 % Magnolia Capital Fund, LP 2,089,408 (2) 8.7 % BlackRock, Inc. 1,311,881 (3) 5.4 % DIRECTORS AND NAMED EXECUTIVE OFFICERS Mark W. Harding ** 1,045,089 (4) 4.3 % Marc S. Spezialy ** - Patrick J. Beirne ** 44,105 (5) * Wanda J. Abel ** 10,605 * Frederick A. Fendel III ** 12,605 * Susan D. Heitmann ** 4,174 * Daniel R. Kozlowski ** 348,557 1.4 % Jeffrey G. Sheets ** 14,605 * All officers and directors as a group (8 persons) 1,479,740 (6) 6.1 % * L