PURE CYCLE CORP 8-K

What Happened
Pure Cycle Corporation (PCYO) filed an 8-K disclosing that on January 14, 2026 it entered into a cooperation agreement with Maran Capital Management, LLC and related entities (Maran), a holder of approximately 14.7% of the company’s common stock. Under the agreement the Board will be increased from seven to eight directors, and Daniel J. Roller will be appointed as a director within one day of the January 14, 2026 annual meeting; his term expires at the 2027 annual meeting. The company also created a Strategy and Capital Allocation Committee on which Mr. Roller will serve to evaluate and make recommendations on strategic and capital allocation matters. A press release announcing the appointment was issued January 15, 2026.

Key Details

• Agreement date: January 14, 2026; Press release: January 15, 2026.
• Maran beneficial ownership: ~14.7% of common stock.
• Board change: size increased from 7 to 8 directors; Daniel J. Roller to be appointed within one day of the 2026 Annual Meeting; term ends at 2027 Annual Meeting.
• Standstill / voting commitments: Maran agreed to generally vote with the Board and refrain from certain proposal and board-change activities until the earlier of specified 2027 nomination deadlines or other defined triggers (the “Standstill Period”).
• 2026 Annual Meeting (held Jan 14, 2026): 24,090,605 shares entitled to vote (record date Nov 17, 2025); 20,464,712 shares present (84.94%). All director nominees were elected (for votes ranged ~16.49M–16.78M; non-votes: 3,470,828). FORVIS Mazars, LLP was ratified as auditor (20,251,933 For). Advisory “say-on-pay” passed (16,361,699 For). Shareholders chose an annual frequency for the advisory vote (largest preference: 1 year).

Why It Matters
For investors, Maran’s cooperation agreement and ~14.7% stake gives it a formal, near-term governance role: a board seat and participation on a new committee focused on strategy and capital allocation. That may influence corporate priorities, capital deployment and oversight of strategic options. At the same time, Maran’s standstill and voting commitments reduce the likelihood of an immediate proxy fight, as it has agreed to support Board recommendations for the specified period. The annual meeting results also affirmed existing management oversight (auditor ratified, say-on-pay passed and set to occur annually).