Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2024, no director or officer of TETRA adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits.
Exhibits:
3.1 Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 1, 2023 (SEC File No. 001-13455).
3.2
Amended and Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)).
3.3
Second Amended and Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)).
4.1
Tax Benefits Preservation Plan dated as of February 28, 2023, between TETRA Technologies, Inc. and Computershare Trust Company, N.A. as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 1, 2023 (SEC File No. 001-13455).
4.2
Credit Agreement dated as of January 12, 2024 among TETRA Technologies, Inc., Silver Point Finance, LLC, as administrative agent, and the lenders party thereto (incorporate by referen ce to Exhibit 10.1 to the Company ’ s Form 8-K filed on January 18, 2024 (SEC File No. 001-13455)).
4.3
Fifth Amendment to Credit Agreement dated as of January 12, 2024 by and among TETRA Technologies, Inc., TETRA Technologies U.K. Limited, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent ( incorporated by reference to Exhibit 10 .2 to the Company ’ s Form 8-K filed on January 18, 2024 (SEC File No. 001- 13 455)).
10.1*+#
M emorandum of Understanding Amendment No. 1 between TETRA Techn ologies , Inc. and Saltwerx LLC dated Novem ber 2 9, 2023
10.2*+
Memorandum of Understanding Amendment No. 2 between TETRA Technologies, Inc. and Saltwerx LLC dated January 16, 20 24
10.3*+#
Memorandum of Understanding Amendment No. 3 between TETRA Technologies, Inc. and Saltwerx LLC dated March 20 , 2024
10.4*+
Memorandum of Understanding Amendment No. 4 between TETRA Technologies, Inc. and Saltwerx LLC dated April 15 , 2024
31.1* Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH++ XBRL Taxonomy Extension Schema Document.
101.CAL++ XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF++ XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB++ XBRL Taxonomy Extension Label Linkbase Document.
101.PRE++ XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents
* Filed with this report.
** Furnished with this report.
+ Portions have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv), because the omitted information is both not material and is the type that the Company treats as private or confidential.
++ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three-month periods ended March 31, 2024 and 2023; (ii) Consolidated Statements of Comprehensive Income for the three-month periods ended March 31, 2024 and 2023; (iii) Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023; (iv) Consolidated Statements of Equity for the three-month periods ended March 31, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements for the three months ended March 31, 2024.
# Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TETRA Technologies, Inc.
Date: April 30, 2024 By: /s/Brady M. Murphy
Brady M. Murphy
President and Chief Executive Officer
Principal Executive Officer
Date: April 30, 2024 By: /s/Elijio V. Serrano
Elijio V. Serrano
Senior Vice President and Chief Financial Officer
Principal Financial Officer
Date: April 30, 2024 By: /s/Richard D. O’Brien
Richard D. O’Brien
Vice President – Finance and Global Controller
Principal Accounting Officer
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