PCYO · Pure Cycle Corp

This Form 4 is filed jointly by Maran Partners Fund, LP ("MPF"), a Delaware limited partnership, Maran Partners GP, LLC ("MPGP"), a Delaware limited liability company, Maran SPV1 LP ("MSPV1"), a Delaware limited partnership, Maran SPV GP, LLC ("MSPVGP"), a Colorado limited liability company, Plaisance SPV I, LLC ("PSPVI"), a Delaware limited liability company, Maran Capital Management, LLC ("MCM"), a Delaware limited liability company, and Daniel J. Roller (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock, par value 1/3 of $0.01 per share.

These shares of common stock are owned by SMA Investments, LLLP ("SMA"), a limited liability limited partnership previously controlled by the reporting person. The controlling interests of SMA were gifted to the Mark W. Harding Irrevocable Trust (the "Trust"). The reporting person no longer has investment or voting control over SMA. The reporting person previously reported the gift of 390,000 shares of common stock to the Trust on a Form 4 filed on 11/22/2024, correctly disclosing that he no longer had direct or indirect beneficial ownership of such shares; however, he erroneously reported the shares gifted to the Trust as being acquired indirectly through the Trust. Because the reporting person has no control over the investment or voting of assets held by the Trust, the reporting person does not own any shares indirectly through the Trust. With the transfer of control of SMA on 1/12/2025, the reporting person no longer beneficially owns any shares indirectly.

The option vests as follows: 10,000 shares on November 20, 2026, 10,000 shares on November 20, 2027, and 10,000 shares on November 20, 2028.

The reported securities are directly owned by Plaisance SPV I, LLC ("Plaisance SPV"). On November 17, 2025, after the transaction reported in row 1, Plaisance Capital, LLC ("Plaisance") entered into an agreement (the "Agreement") with Maran Capital Management, LLC ("Maran") whereby Plaisance withdrew as managing member of Plaisance SPV and Maran was admitted as the managing member of Plaisance SPV. Due to the Agreement, as of November 17, 2025, the reported securities are no longer deemed to be indirectly beneficially owned by either Plaisance or Daniel Kozlowski.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $11.00 to $11.0518. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The reported securities are directly owned by Plaisance SPV I, LLC ("Plaisance SPV"). On November 17, 2025, after the transaction reported in row 1, Plaisance Capital, LLC ("Plaisance") entered into an agreement (the "Agreement") with Maran Capital Management, LLC ("Maran") whereby Plaisance withdrew as managing member of Plaisance SPV and Maran was admitted as the managing member of Plaisance SPV. Due to the Agreement, as of November 17, 2025, the reported securities are no longer deemed to be indirectly beneficially owned by either Plaisance or Daniel Kozlowski.

The reported securities were granted to Daniel Kozlowski pursuant to the Issuer's director's compensation structure.

The reported securities are directly owned by Daniel Kozlowski in his personal capacity.

The reported securities are directly owned by Plaisance SPV I, LLC ("Plaisance SPV"), a Delaware limited liability company. The reported securities are deemed to be indirectly beneficially owned by Plaisance Capital, LLC, as the investment manager of Plaisance SPV (the "Investment Manager"). The reported securities are also deemed to be indirectly beneficially owned by Daniel Kozlowski as managing member of the Investment Manager. Each of the Investment Manager and Daniel Kozlowski disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest, if any, therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

These shares of common stock were gifted to an irrevocable family trust of which immediate family members are the beneficiaries and for which the reporting person has no voting or investment control.

The original Form 4 is being amended to update the beneficial ownership information reported therein.

The reported securities are directly owned by Daniel Kozlowski in his personal capacity.

Represents the average sales price of common stock to cover filer's tax and cost implications of the exercise of Options that would expire on 8/14/2023. Details on each individual sale can be provided to the Commission upon request.

Represents the average sales price of common stock to cover filer's tax and cost implications of the exercise of Options that would expire on 8/14/2023. Details on each individual sale can be provided to the Commission upon request.

Represents the average sales price of common stock to cover filer's tax and cost implications of the exercise of Options that would expire on 8/14/2023. Details on each individual sale can be provided to the Commission upon request.

Represents a "net exercise" of outstanding stock options. These shares were withheld by Pure Cycle Corporation for payment of the exercise price, based on the market price of Pure Cycle Corporation's common stock at the time of the option exercise on August 3, 2023.

Represents a "net exercise" of outstanding stock options. These shares were withheld by Pure Cycle Corporation for payment of the exercise price, based on the market price of Pure Cycle Corporation's common stock at the time of the option exercise on July 14, 2023.

Represents a "net exercise" of outstanding stock options. These shares were withheld by Pure Cycle Corporation for payment of the exercise price, based on the market price of Pure Cycle Corporation's common stock at the time of the option exercise on July 14, 2023.

Represents a "net exercise" of outstanding stock options. These shares were withheld by Pure Cycle Corporation for payment of the exercise price, based on the market price of Pure Cycle Corporation's common stock at the time of the option exercise on July 14, 2023.