What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 472 added, 431 removed, 1026 unchanged (47% of the section changed)

18 unchanged sentences

Other Information.

Rule 10b5-1 Trading Arrangements

During the three months ended December 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

24 unchanged sentences

List of Exhibits

2.1+++ Asset Purchase and Sale Agreement, dated February 28, 2018, by and between Maritech Resources, LLC, TETRA Technologies, Inc., and Orinoco Natural Resources, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No.

2.2+++ Equity Interest Purchase and Sale Agreement, dated February 28, 2018, by and among TETRA Technologies, Inc., TETRA Production Testing Holding LLC, and Epic Offshore Specialty, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No.

2.3+++ Equity Interest Purchase Agreement, dated February 13, 2018, by and among the sellers listed therein, the sellers representative and TETRA Technologies, Inc (incorporated by reference to Exhibit 2.3 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No.

2.4+++ Membership Interest Purchase And Sale Agreement, dated as of February 28, 2018, by and among TETRA Applied Technologies, LLC, Maritech Resources, LLC, TETRA Technologies, Inc., and Orinoco Natural Resources, LLC (incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No.

Purchase and Sale Agreement dated as of January 29, 2021 between Spartan Energy Holdco, LLC, TETRA Technologies, Inc., and, solely for the limited purposes set forth therein, Spartan Energy Partners LP (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on January 29, 2021 (SEC File No.

3.1 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 May 25, 2023 (SEC File No.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No.

3.2 Second Amended and Restated Bylaws of TETRA Technologies, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed May 25, 2023 (SEC File No.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No.

4.1 Form of Senior Indenture (including form of senior debt security) (incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-3 filed on May 5, 2022 (SEC File No.

333-264709)).

4.2 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-3 filed on April 12, 2019 (SEC File No.

333-230818)).

4.3 Credit Agreement, date September 10, 2018, among TETRA Technologies, Inc.

and JPMorgan Chase Bank (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 13, 2018 (SEC File No.

4.4 Credit Agreement, date September 10, 2018, among TETRA Technologies, Inc.

and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 13, 2018 (SEC File No.

4.5 Intercreditor Agreement, date September 10, 2018, among TETRA Technologies, Inc., JPMorgan Chase Bank, and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 13, 2018 (SEC File No.

4.6 Term Loan Letter Agreement, dated March 29, 2021, amending Credit Agreement, dated September 10, 2018, among the Company and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report filed on May 5, 2021 (SEC File No.

4.7 Second Amendment to the Credit Agreement dated as of July 30, 2021, by and among the Company, certain subsidiaries of TETRA party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and issuing banks party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 2, 2021 (SEC File No.

4.8 Amendment to Credit Agreement dated as of July 30, 2021, by and among the Company, Wilmington Trust, National Association, as administrative agent, and each of the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 2, 2021 (SEC File No.

Credit Agreement dated as of January 12, 2024 among TETRA Technologies, Inc., Silver Point Finance, LLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 18, 2024 (SEC File No.

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 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.

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

10.1*** TETRA Technologies, Inc.

Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on August 13, 2002 (SEC File No.

10.2*** TETRA Technologies, Inc.

Nonqualified Deferred Compensation Plan and The Executive Excess Plan Adoption Agreement effective on June 30, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q/A filed on March 16, 2006 (SEC File No.

TETRA Technologies, Inc.

Non-Employee Director Deferred Compensation Plan effective on December 13, 2023.

TETRA Technologies, Inc.

401(k) Retirement Plan, as amended and restated (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on February 22, 2008 (SEC File No.

333-149348)).

TETRA Technologies, Inc.

2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 4, 2007 (SEC File No.

Sixth Amendment to Credit Agreement and Second Amendment to Pledge and Security Agreement dated May 13, 2024 between TETRA Technologies, Inc., certain subsidiaries of the company, and Bank of America, N.A (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed on May 20, 2024 (SEC File No.

Tax Benefits Preservation Plan, dated 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 Current Report on Form 8- K filed on March 1, 2023 (SEC File No.

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.

1 1 to the Company’s Annual Report on Form 10 -Q filed on Feb ruary 27, 2024 (SEC File No.

001-13455)) .

10.1*** TETRA Technologies, Inc.

Amended and Restated 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 9, 2008 (SEC File No.

333-150783)).

Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company’s Quarterl y Report on Form 10-Q filed on August 13, 2002 (SEC File No.

10.2*** TETRA Technologies, Inc.

2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No.

333-166537)).

TETRA Technologies, Inc.

Amended and Restated 2007 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No.

Non-Employee Director Deferred Compensation Plan effective on December 13, 2023 incorporated by reference to Exhibit 10.3 to the Company ’ s Annual Report on Form 10-K filed on Febr uary 27, 2024 (SEC File No, 001-13455)) .

TETRA Technologies, Inc.

Amended and Restated 2007 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Rep ort on Form 10-Q filed on August 10, 2015 (SEC File No.

Form of Employee Incentive Stock Option Agreement under the TETRA Technologies, Inc.

2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No.

333-166537)).

TETRA Technologies, Inc.

2011 Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on May 9, 2013 (SEC File No.

333-188494)).

TETRA Technologies, Inc.

Second Amended and Restated 2011 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No.

Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 6, 2016 (SEC File No.

Employee Equity Award Agreement dated August 15, 2012 by and between TETRA Technologies, Inc.

and Elijio V.

Serrano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 16, 2012 (SEC File No.

Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Rep ort Form 8-K filed on May 6, 2016 (SEC File No.

Lease Agreement dated December 31, 2012 by and between Tetris Property LP and TETRA Technologies, Inc.

(incorporated by reference to Exhibit 10.36 to the Company's Form 10-K filed on March 4, 2013 (SEC File No.

Bonding Agreement, dated February 28, 2018, between TETRA Technologies, Inc., Orinoco Natural Resources, LLC, and Epic Offshore Specialty, LLC.

Form of Change in Control Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on March 16, 2020 (SEC File No.

(incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K filed on March 4, 2013 (SEC File No.

Bonding Agreement, dated February 28, 2018, between TETRA Technologies, Inc., Orinoco Natural Resources, LLC, and Epic Offshore Specialty, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2018 (SEC File No.

Form of Change in Control Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 16, 2020 (SEC File No.

TETRA Technologies, Inc.

Cash Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed on May 10, 2010 (SEC File No.

Cash Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2010 (SEC File No.

Amendment to the TETRA Technologies, Inc.

Cash Incentive Compensation Plan dated February 19, 2015.

Amendment No.

2 to the TETRA Technologies, Inc.

Cash Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 26, 2016 (SEC File No.

Stand-Alone Cash-Settled Stock Appreciation Rights Award Agreement, dated August 9, 2017, between TETRA Technologies, Inc.

and Stuart M.

Brightman (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report filed on November 9, 2017 (SEC File No.

Cash Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 26, 2016 (SEC File No.

Stand-Alone Cash-Settled Stock Appreciation Rights Award Agreement, dated February 22, 2018, between TETRA Technologies, Inc.

and Stuart M.

Brightman (incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K filed on March 4, 2019 (SEC File No.

Brightman (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed on March 4, 2019 (SEC File No.

TETRA Technologies, Inc.

4 unchanged sentences

333-222976)).

Transition Agreement dated as of May 8, 2019 between TETRA Technologies, Inc.

and Stuart M.

Brightman (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 8, 2019 (SEC File No.

Amendment to Transition Agreement dated April 8, 2020 between TETRA Technologies, Inc.

and Stuart M.

Brightman (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report filed on August 7, 2020 (SEC File No.

TETRA Technologies, Inc.

2018 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No.

Form of TETRA Technologies, Inc.

2018 Equity Incentive Plan Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No.

Second Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 25, 2023 (SEC File No.

Form of TETRA Technologies, Inc.

2018 Equity Incentive Plan Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 4.8 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No.

Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No.

Form of TETRA Technologies, Inc.

2018 Equity Incentive Plan Cash Retention Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report filed on November 3, 2020 (SEC File No.

TETRA Technologies, Inc.

First Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 26, 2021 (SEC File No.

333-256494)).

Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award for outside directors (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No.

Form of TETRA Technologies, Inc.

First Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 26, 2021 (SEC File No.

333-256494)).

Second Amended and Restated 2018 Equity Incentive Plan Cash Award (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC File No.

Form of TETRA Technologies, Inc.

First Amended and Restated 2018 Equity Incentive Plan Cash Award Agreement (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 26, 2021 (SEC File No.

333-256494)).

2018 Equity Incentive Plan Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No.

Form of Indemnification Agreement for directors and executive officers of TETRA Technologies, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2008 (SEC File No.

Memorandum of Understanding between TETRA Technologies, Inc.

and Saltwerx LLC dated June 19, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2023 (SEC File No.

Memorandum of Understanding Amendment No.

1 between TETRA Technologies, Inc.

and Saltwerx LLC dated November 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No.

Memorandum of Understanding Amendment No.

2 between TETRA Technologies, Inc.

and Saltwerx LLC dated January 16, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No.

Memorandum of Understanding Amendment No.

3 between TETRA Technologies, Inc.

and Saltwerx LLC dated March 20, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No.

Memorandum of Understanding Amendment No.

4 between TETRA Technologies, Inc.

and Saltwerx LLC dated April 15, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024 (SEC File No.

Memorandum of Understanding Amendment No.

5 between TETRA Technologies, Inc.

and Saltwerx LLC dated August 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 29, 2024 (SEC File No.

TETRA Technologies, Inc.

Second Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 25, 202 3 (SEC File No.

Form of TETRA Technologies, Inc.

Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award.

Form of TETRA Technologies, Inc.

Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award for outside directors.

Form of TETRA Technologies, Inc.

Second Amended and Restated 2018 Equity Incentive Plan Cash Award.

Policy on Trading in Company Securities.

21+ Subsidiaries of the Company.

7 unchanged sentences

TETRA Technologies, Inc.

Incentive-Based Compensation Recoupment Policy effective on October 25, 2023.

Incentive-Based Compensation Recoupment Policy effective on October 25, 2023 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2024 (SEC file No.

101.INS++ XBRL Instance Document.

32 unchanged sentences

Serrano and Chief Financial Officer

(Principal Financial Officer)

/s/Richard D.

O’Brien Vice President – Finance and Global Controller February 27, 2024

O’Brien (Principal Accounting Officer)

(Principal Financial Officer and

Principal Accounting Officer)

Baldwin Director February 25, 2025

2 unchanged sentences

Director February 25, 2025

Luna Director February 27, 2024

Director February 25, 2025

McGee Director February 25, 2025

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of TETRA Technologies, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2025 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280) .

The adoption was retrospectively applied to 2023.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

1 unchanged sentence

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements.

We determined that there are no critical audit matters.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Tax Valuation Allowance

As described further in Note 15 to the consolidated financial statements, as of December 31, 2024, the Company had domestic federal and state deferred tax assets related to net operating loss carryforwards, tax credit carryforward and other domestic deferred tax assets of $106.1 million reduced by a previous valuation allowance of $97.5.

Deferred tax assets are reduced by a valuation allowance, if based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be

During the year ended December 31, 2024, the Company released $97.5 million of its previously recorded valuation allowance.

The Company considered the achievement of sustained profitability and cumulative income in the U.S.

as well as forecasted income to be significant forms of positive evidence.

The Company determined that the positive evidence outweighed the negative evidence and supported a release of the valuation allowance.

We identified the release of the valuation allowance to be a critical audit matter.

The principal consideration for our determination that the release of the valuation allowance is a critical audit matter is that auditing management’s assessment of the realizability of the Company’s deferred tax assets involved complex judgments due to the significant estimation required in measuring the future utilization of deferred tax assets.

The future utilization of deferred tax assets is affected by significant assumptions, including forecasted revenue and forecasted domestic sourced income.

Fluctuations in actual results from those forecasted can have a material impact on the recoverability of these deferred tax assets.

Auditing the release of the valuation allowance also required professionals with specialized skills and knowledge.

Our audit procedures related to the release of the valuation allowance included the following, among others:

– We tested the design and operating effectiveness of relevant controls over management’s process for evaluating the realization of the Company’s deferred tax assets, including controls over management’s review of its forecasted income including the significant assumptions described above.

– We compared the significant assumptions used by management, including forecasted revenue and forecasted domestic sourced income to (1) historical results, (2) the Company’s business plans, (3) significant contracts and (4) current industry trends and evaluated whether the Company’s business plans, economic trends and other factors support the significant assumptions.

– We also evaluated management’s historical ability to forecast domestic sourced income.

– We reperformed management’s sensitivity analysis on the forecast to evaluate the impact that changes in the significant assumptions have on management’s conclusion.

With the assistance of professionals with specialized skills and knowledge, we evaluated the application of tax laws in the Company’s scheduling of the release of existing taxable temporary differences and carryforward amounts, and the evaluation of the utilization of the deferred tax assets.

/s/ GRANT THORNTON LLP

9 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 27, 2024 expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for opinion

8 unchanged sentences

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

10 unchanged sentences

Cash and cash equivalents $ 36,987 $ 52,485

Restricted cash 221 —

Trade accounts receivable, net of allowance for credit losses of $ 626 in 2024 and $ 614 in 2023

13 unchanged sentences

Other assets:

Other intangibles, net 29,132 32,955

Deferred tax assets

Operating lease right-of-use assets 29,797 31,915

Investments 28,159 17,354

Patents, trademarks and other intangible assets, net

24,923 29,132

Other assets 12,379 9,919

32 unchanged sentences

Accumulated other comprehensive loss ( 51,122 ) ( 45,231 )

( 45,231 ) ( 49,063 )

Retained deficit ( 168,425 ) ( 276,709 )

24 unchanged sentences

Interest expense, net 22,465 22,349 15,833

Loss on debt extinguishment

Other income, net ( 6,858 ) ( 9,112 ) ( 4,465 )

( 9,112 ) ( 4,465 ) ( 17,468 )

Income (loss) before taxes and discontinued operations 31,699 11,166 ( 14,721 )

Provision for income taxes 6,220 3,565 2,084

Income (loss) from continuing operations

Income before taxes and discontinued operations

28,742 31,699 11,166

Discontinued operations:

Income from discontinued operations, net of taxes

Provision (benefit) for income taxes

( 84,878 ) 6,220 3,565

Income from continuing operations

113,620 25,479 7,601

(income) loss attributable to noncontrolling interest (1)

Discontinued operations:

Income (loss) from discontinued operations, net of taxes

( 5,340 ) 278 195

Net income 108,280 25,757 7,796

Less loss attributable to noncontrolling interest

Net income attributable to TETRA stockholders

$ 108,284 $ 25,784 $ 7,839

Basic net income (loss) per common share:

Income (loss) from continuing operations

Basic net income per common share:

Income from continuing operations

$ 0.87 $ 0.20 $ 0.06

Income from discontinued operations

Loss from discontinued operations

Net income attributable to TETRA stockholders

1 unchanged sentence

Weighted average basic shares outstanding 131,279 129,568 128,082

Diluted net income (loss) per common share:

Income (loss) from continuing operations $ 0.20 $ 0.06 $ ( 0.13 )

Income from discontinued operations — — 0.95

Diluted net income per common share:

Income from continuing operations $ 0.86 $ 0.20 $ 0.06

Loss from discontinued operations ( 0.04 ) — —

Net income attributable to TETRA stockholders $ 0.82 $ 0.20 $ 0.06

Weighted average diluted shares outstanding 132,231 131,243 129,778

(1) (Income) loss attributable to noncontrolling interest includes income from discontinued operations, net of taxes of zero , zero , and $ 333 for the years ended December 31, 2023, 2022, and 2021, respectively.

See Notes to Consolidated Financial Statements

5 unchanged sentences

2024 2023 2022

Net income $ 108,280 $ 25,757 $ 7,796

Foreign currency translation adjustment from continuing operations, net of taxes of $0 in 2024, $0 in 2023, and $0 in 2022 ( 7,071 ) 3,105 ( 2,059 )

Unrealized gain (loss) on convertible note investment

1,180 727 ( 72 )

Foreign currency translation gain (loss), net of taxes of $0 in 2023, $0 in 2022, and $0 in 2021 3,105 ( 2,059 ) ( 4,623 )

Unrealized income (loss) on investment in CarbonFree convertible note

Comprehensive income 102,389 29,589 5,665

29,589 5,665 98,979

comprehensive (income) loss attributable to noncontrolling interest

27 43 ( 269 )

Less comprehensive loss attributable to noncontrolling interest

Comprehensive income attributable to TETRA stockholders

13 unchanged sentences

Balance at December 31, 2021 $ 1,301 $ 475,624 $ ( 19,957 ) $ ( 46,932 ) $ — $ ( 310,332 ) $ ( 1,141 ) $ 98,563

Net income for 2021

— — — — — 103,333 269 103,602

Translation adjustment, net of taxes of zero

Net income (loss) for 2022

— — — — — 7,839 ( 43 ) 7,796

Comprehensive income

Deconsolidation of CSI Compressco

Translation adjustment, net of taxes of $0

— — — ( 2,059 ) — — — ( 2,059 )

Other comprehensive loss

— — — — ( 72 ) — — ( 72 )

Equity award activity 12 — — — — — — 12

Treasury stock activity, net — — ( 473 ) — — — — ( 473 )

Comprehensive income

Equity compensation expense — 4,482 — — — — — 4,482

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— — — — — 25,784 ( 27 ) 25,757

Translation adjustment, net of taxes of zero

Translation adjustment, net of taxes of $0

— — — 3,105 — — — 3,105

Other comprehensive loss

Other comprehensive income

— — — — 727 — — 727

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— — — — — 108,284 ( 4 ) 108,280

Translation adjustment, net of taxes of zero

Translation adjustment, net of taxes of $0

— — — ( 7,071 ) — — — ( 7,071 )

Other comprehensive income — — — — 1,180 — — 1,180

— — — — 727 — — 727

Comprehensive income 102,389

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Operating activities:

$ 25,757 $ 7,796 $ 103,602

Net income $ 108,280 $ 25,757 $ 7,796

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization, and accretion 35,721 34,329 32,819

Gain on sale on disposal of discontinued operations — — ( 120,137 )

Impairments and other charges 109 2,966 2,804

Unrealized (gain) loss on investments

Gain on investments

( 8,604 ) ( 539 ) ( 180 )

Realized gain on sale of Standard Lithium shares — — ( 15,479 )

Provisions for deferred income taxes

Provision (benefit) for deferred income taxes

( 94,455 ) ( 734 ) 537

Equity-based compensation expense 6,572 10,622 6,880

Provision for (recovery of) credit losses

285 42 ( 654 )

Provision for credit losses

Loss on debt extinguishment

Amortization and expense of financing costs 1,389 3,433 3,376

Gain from insurance recoveries associated with damaged equipment ( 2,850 ) ( 3,750 ) ( 110 )

Insurance recoveries associated with damaged equipment

— ( 2,850 ) ( 3,750 )

Gain on sale of assets ( 338 ) ( 562 ) ( 1,170 )

Other non-cash charges and credits ( 1,231 ) ( 482 ) ( 624 )

Other non-cash credits

( 1,076 ) ( 1,231 ) ( 482 )

Changes in operating assets and liabilities, net of assets acquired:

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Purchases of property, plant, and equipment, net ( 60,680 ) ( 38,152 ) ( 40,056 )

Acquisition of businesses, net of cash acquired — ( 917 ) —

Purchase of CarbonFree convertible note ( 350 ) — ( 5,000 )

Proceeds from sale of investment 3,900 — 17,627

Acquisition of businesses, net

Purchases of investments

( 1,021 ) ( 350 ) —

Proceeds from sale of investments

Proceeds from sale of property, plant, and equipment 2,917 6,661 1,706

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Net cash used in investing activities ( 59,059 ) ( 27,027 ) ( 36,504 )

( 27,027 ) ( 36,504 ) ( 5,175 )

Financing activities:

Proceeds from credit agreements and long-term debt 184,820 97,529 13,825

97,529 13,825 1,614

Principal payments on credit agreements and long-term debt ( 163,579 ) ( 100,497 ) ( 12,483 )

( 100,497 ) ( 12,483 ) ( 50,477 )

Payments on finance lease obligations ( 1,438 ) ( 1,695 ) ( 1,302 )

Debt issuance costs and other financing activities — — ( 1,191 )

Debt issuance costs

( 6,648 ) — —

Shares withheld for taxes on equity-based compensation ( 3,006 ) — —

Other financing activities ( 1,280 ) — —

Net cash provided by (used in) financing activities 8,869 ( 4,663 ) 40

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Cash and cash equivalents at beginning of period 52,485 13,592 31,551

Cash and cash equivalents at beginning of period associated with discontinued operations — — 16,577

Cash and cash equivalents at beginning of period associated with continuing operations 13,592 31,551 67,317

Cash, cash equivalents, and restricted cash at end of period

$ 37,208 $ 52,485 $ 13,592

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets

Cash and cash equivalents at end of period $ 36,987 $ 52,485 $ 13,592

Restricted cash at end of period 221 — —

Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows $ 37,208 $ 52,485 $ 13,592

See Notes to Consolidated Financial Statements

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Our Completion Fluids & Products Division manufactures and markets clear brine fluids (“CBFs”), additives, and associated products and services to the oil and gas industry for use in well drilling, completion, and workover operations in the United States and in certain countries in Latin America, Europe, Asia, the Middle East, and Africa.

The Division also markets liquid and dry calcium chloride products manufactured at its production facilities or purchased from third-party suppliers to a variety of markets outside the energy industry, and markets TETRA PureFlow an ultra-pure zinc bromide as well as TETRA PureFlow Plus, an ultra-pure zinc bromide/zinc chloride blend;

both to several battery technology companies.

The Division also markets liquid and dry calcium chloride products manufactured at its production facilities or purchased from third-party suppliers to a variety of markets outside the energy industry, and markets TETRA PureFlow, an ultra-pure zinc bromide as well as TETRA PureFlow Plus, an ultra-pure zinc bromide/zinc chloride blend, to several battery technology companies.

Our Water & Flowback Services Division provides onshore oil and gas operators with comprehensive water management services.

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All intercompany accounts and transactions have been eliminated in consolidation.

Our former subsidiary, CSI Compressco LP (“CSI Compressco”) is a publicly traded limited partnership with its common units traded on the NASDAQ Exchange (“NASDAQ”) under the symbol “CCLP.” TETRA’s capital structure and CSI Compressco’s capital structure were separate, and did not include cross default provisions, cross collateralization provisions or cross guarantees.

Through January 29, 2021, our cash flows from our investment in CSI Compressco were limited to the quarterly distributions we received on our CSI Compressco common units and general partner interest (including incentive distribution rights (“IDRs”)) and the amounts collected for services we performed on behalf of CSI Compressco.

CSI Compressco was determined to be a variable interest entity and we, through our ownership of the general partner in CSI Compressco through January 29, 2021, controlled the financial interests of CSI Compressco and had the ability to direct the activities of CSI Compressco that most significantly impacted its economic performance.

As such, we were considered the primary beneficiary and consolidated the financial statements of CSI Compressco through January 29, 2021.

On January 29, 2021, we entered into the Purchase and Sale Agreement with Spartan Energy Partners LP and Spartan Energy Holdco, LLC (together, “Spartan”) pursuant to which we sold the general partner of CSI Compressco, including the IDRs in CSI Compressco and approximately 23.1 % of the outstanding limited partner interests in CSI Compressco, in exchange for $ 13.9 million in cash.

Following the closing of the transaction, we retained an interest in CSI Compressco representing approximately 3.7 % of the outstanding common units as of December 31, 2023.

We refer to this transaction with Spartan as the “GP Sale.” Substantially all of our former Compression Division’s operations were conducted through our partially-owned CSI Compressco subsidiary.

We have reflected the operations of our former Compression Division as discontinued operations for all periods presented.

See Note 3 - “Discontinued Operations” for further information.

On December 19, 2023, CSI Compressco announced that it had entered into an agreement to be acquired by Kodiak Gas Services, Inc.

(“Kodiak”) with Kodiak surviving the merger (the “Kodiak Transaction”).

If the Kodiak Transaction closes, our common units in CSI Compressco will be exchanged for Kodiak common stock (NYSE:

Out-of-Period Correction

During the three months ended June 30, 2024, we discovered that we had not previously remeasured a prepaid tax balance denominated in a foreign currency at current rates, resulting in an overstatement of prepaid expenses and understatement of foreign exchange losses from 2018 through the current period.

We corrected this by making an out-of-period adjustment during the three months ended June 30, 2024, which reduced other income, net by $ 1.4 million and reduced net income per share attributable to TETRA stockholders by $ 0.01 in the consolidated statement of operations for the year ended December 31, 2024.

The Company assessed the impact of this out-of-period adjustment and concluded that it was not material to the financial statements previously issued for any interim or annual period, and the cumulative adjustment during the quarter ended June 30, 2024 is not material to the annual financial statements for 2024.

The out-of-period adjustment is included in the Water & Flowback Services Division results.

Restricted Cash

Restricted cash is classified as a current asset when it is expected to be repaid or settled in the next twelve-month period.

In connection with the May 2024 amendment to our ABL Credit Agreement, our former administrative agent required us to collateralize our outstanding letters of credit.

See Note 10 - “Long-Term Debt and Other Borrowings” for additional discussion of the ABL Amendment.

Restricted cash as of December 31, 2024 consists of $ 0.2 million to secure our outstanding letters of credit with our former administrative agent and is expected to terminate as the letters of credit expire by March 2025.

Use of Estimates

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Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations.

Discontinued Operations

In early 2018, we closed a series of related transactions that resulted in the disposition of our former Offshore segment.

We may be required to satisfy certain decommissioning liabilities under third-party indemnity agreements and corporate guarantees for which costs may be significant.

During the year ended December 31, 2024, we accrued $ 5.8 million of decommissioning expense and liability associated with our former Offshore segment for which costs might be above the value of surety bonds on properties previously disposed.

See Note 3 - “Discontinued Operations” and Note 11 - “Commitments and Contingencies” for additional discussion.

Cash Equivalents

We consider all highly liquid cash investments with a maturity of three months or less when purchased to be cash equivalents.

Cash and cash equivalents include deposits in excess of federally insured amounts.

Financial Instruments

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Provision for credit losses 217 285 257

285 257 ( 4 )

Account charge offs, net of recoveries ( 205 ) ( 209 ) ( 8 )

( 209 ) ( 8 ) ( 6,531 )

At end of period $ 626 $ 614 $ 538

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Construction in progress as of December 31, 2024 and 2023 consisted primarily of equipment fabrication projects and early production facilities.

During the year ended December 31, 2024, we capitalized $ 1.2 million of interest expense.

Intangible Assets other than Goodwill

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Short-term leases include leases with a term of 12 months or less, inclusive of renewal options we are reasonably certain to exercise.

The lease payments for short-term leases are included as operating lease costs on a straight-line basis

over the lease term in cost of revenues or general and administrative expense based on the use of the underlying asset.

The lease payments for short-term leases are included as operating lease costs on a straight-line basis over the lease term in cost of revenues or general and administrative expense based on the use of the underlying asset.

We recognize lease costs for variable lease payments not included in the determination of a lease liability in the period in which an obligation is incurred.

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Sales taxes, value added taxes, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

We have elected to recognize the cost for freight and shipping costs as part of cost of product sales when control over our products (i.e.

delivery) has transferred to the customer.

We have elected to recognize the cost for freight and shipping costs as part of cost of product sales when control over our products (i.e., delivery) has transferred to the customer.

Use of Estimates.

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We include in general and administrative expense all costs not identifiable to our specific product or service operations, including divisional and general corporate overhead, professional services, corporate office costs, sales and marketing expenses, insurance, and certain taxes.

Exploration and Pre-Development Costs and Collaborative Arrangement

Exploration, Pre-Development Costs, and Collaborative Arrangement

We are pursuing low-carbon energy initiatives that leverage our fluids and aqueous chemistry core competencies and our significant bromine and lithium resources, including our brine leases in Southwest Arkansas.

During the years ended December 31, 2023, 2022, and 2021, we incurred $ 12.1 million, $ 6.6 million and zero , respectively, of exploration and pre-development costs.

In June 2023, we entered into a memorandum of understanding with Saltwerx, LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to a newly-proposed brine unit in the Smackover Formation in Southwest Arkansas and potential bromine and lithium production from brine produced from the unit.

The memorandum of understanding includes an allocation of certain costs for the drilling of a brine production test well and other development operations, including front-end engineering and design studies for bromine and lithium production facilities.

On January 8, 2024, we announced the completion of a technical resources report for the Evergreen Unit in Arkansas.

During the year ended December 31, 2024, we capitalized approximately $ 22.4 million of costs, net of reimbursements from our partner, associated with the development of our properties in Arkansas.

During the years ended December 31, 2023 and 2022, we incurred $ 12.1 million and $ 6.6 million, respectively, of exploration and pre-development costs.

During the year ended December 31, 2023 we recorded $ 9.3 million in reimbursements associated with this arrangement.

This income is included in other (income) expense, net in our consolidated statements of operations.

This income is included in other income, net in our consolidated statements of operations.

Equity-Based Compensation

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(“Standard Lithium”) has the right to explore, produce and extract lithium in our Arkansas leases as well as additional potential resources in the Mojave region of California.

The Company receives cash and stock of Standard Lithium (NYSE:SLI) under the terms of the arrangements.

The Company received cash and stock of Standard Lithium (NYSE:SLI) under the terms of the arrangements.

The cash and stock component of consideration received is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term.

Deferred income balances were $ 1.0 million and $ 1.6 million as of December 31, 2024 and 2023, respectively, associated with the consideration received from Standard Lithium and are included in accrued liabilities and other in our consolidated balance sheets.

During the years ended December 31, 2023, 2022, and 2021, income from this arrangement was $ 3.0 million, $ 3.3 million, and $ 1.1 million, respectively, from the value of cash and stock received, and $ 1.0 million, $ 1.4 million and $ 1.8 million, respectively, for unrealized losses on changes in the value of Standard Lithium stock held.

During the years ended December 31, 2024, 2023, and 2022, income from this arrangement was $ 1.6 million, $ 3.0 million, and $ 3.3 million, respectively, from the value of cash and stock received, and $ 0.4 million, $( 1.0 ) million and $( 1.4 ) million, respectively, for unrealized gains (losses) on changes in the value of Standard Lithium stock held.

We also recognized $ 15.5 million of income during 2022 from the sale of our shares in Standard Lithium.

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The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized.

In making such a determination, we consider available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance,

which would reduce the provision for income taxes.

A portion of the carrying value of certain deferred tax assets are subject to a valuation allowance.

See Note 15 – “Income Taxes” for further discussion.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Reform Act.

The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period costs are both acceptable methods subject to an accounting policy election.

The global intangible low-taxed income (“GILTI’) provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

We elected to account for GILTI as a period cost in the year the tax is incurred.

We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority.

Tax Benefits Preservation Plan

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A corporation generally will experience an ownership change if one or more stockholders (or group of stockholders) who are each deemed to own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a testing period (generally, a rolling three-year period).

In adopting the Tax Plan, the Board of Directors declared a dividend of one Series A Junior Participating Preferred Stock purchase right (the “Rights”) for each outstanding share of Common Stock pursuant to the terms of

the Tax Plan.

Initially, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.01 per share, of the Company (the “Preferred Stock”) at a price of $ 20.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment.

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Accumulated other comprehensive income (loss) is included in equity in the accompanying consolidated balance sheets and consists of the cumulative currency translation adjustments associated with such international operations.

In addition, the change in the fair value of the convertible note issued by CarbonFree Chemicals Holdings, LLC (“CarbonFree”), excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income.

The portion of our accumulated other comprehensive income (loss) attributable to the convertible note is subject to reclassifications to net income if or when we settle the CarbonFree convertible note.

In addition, the change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income.

The portion of our accumulated other comprehensive income (loss) attributable to the convertible note is subject to reclassifications to net income if or when we settle the convertible note.

See Note 9 – “Investments” for further discussion of the convertible note.

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The calculation of diluted earnings per share includes the effect of equity awards, if dilutive, which is computed using the treasury stock method during the periods such equity awards were outstanding.

See Note 16 – “Net Income (Loss) Per Share” for further discussion of shares outstanding.

See Note 16 – “Net Income Per Share” for further discussion of shares outstanding.

Foreign Currency Translation

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Foreign currency exchange (gains) and losses are included in other (income) expense, net, and totaled $ 3.8 million, $ 3.5 million, and $( 1.1 ) million for the years ended December 31, 2024, 2023, and 2022, respectively.

During 2021, we determined our business operations in Norway were primarily operating using the United States dollar.

Effective July 1, 2021, the functional currency of our operations in Norway was changed from the Norwegian krone to the United States dollar.

The remeasurement did not have a material impact on our consolidated financial position or results of operations.

Fair Value Measurements

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Accrued capital expenditures $ 7,131 $ 5,171 $ 4,901

$ 5,171 $ 4,901 $ 5,356

(1) Information for the year ended December 31, 2021 includes activity for CSI Compressco for January only.

New Accounting Pronouncements

Standards adopted during 2023

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”.

ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses on financial instruments not accounted for at fair value through net income.

The provisions require credit impairments to be measured over the contractual life of an asset and developed with consideration for past events, current conditions, and forecasts of future economic information.

Credit impairment will be accounted for as an allowance for credit losses deducted from the amortized cost basis at each reporting date.

Updates at each reporting date after initial adoption will be recorded through selling, general, and

administrative expense.

On January 1, 2023, we adopted ASU 2016-13.

The adoption of this standard did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued.

In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848.” During the three months ended June 30, 2023, our asset-based credit agreement and term credit agreement were amended to replace LIBOR and Eurodollar rates with the secured overnight financing rate (“SOFR”).

There were no significant costs associated with the amendments and the amendments did not have a significant impact on our consolidated financial statements.

Standards not yet adopted

Recently Adopted Accounting Pronouncement

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segments disclosures in annual and interim financial statements, primarily through expanded disclosures of significant segment expenses.

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted.

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods beginning after December 15, 2024, with early adoption permitted.

This ASU impacts financial statement disclosure only and its adoption in the fourth quarter of 2024 is reflected in Note 17 - “Industry Segments and Geographic Information.”

Standards not yet adopted

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40)” ("ASU 2024-03").

ASU 2024-03 requires additional disclosures about certain expenses included in the income statement, including purchases of inventory, employee compensation, intangible asset amortization and depreciation.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures .

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

1 unchanged sentence

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the expected impact of these standards, but does not expect them to have a significant impact on its consolidated financial statements upon adoption.

The Company is currently evaluating the expected impact of these standards, but does not expect them to have a significant impact on its consolidated financial statements upon adoption as the standards expand disclosure requirements.

NOTE 3 – DISCONTINUED OPERATIONS

On January 29, 2021, we entered into the Purchase and Sale Agreement with Spartan pursuant to which we sold the general partner of CSI Compressco, including the IDRs in CSI Compressco and approximately 23.1 % of the outstanding limited partner interests in CSI Compressco.

As a result of these transactions, we no longer consolidate CSI Compressco as of January 29, 2021.

We recognized a primarily non-cash accounting gain of $ 120.1 million during the year ended December 31, 2021 related to the GP Sale.

The gain, most of which was a function of CSI Compressco having a negative carrying value within our consolidated balance sheet due to our share of cumulative losses and distributions, is included in income (loss) from discontinued operations, net of taxes in our consolidated statement of operations.

We also provided back-office support to CSI Compressco under a Transition Services Agreement until CSI Compressco completed a full separation from our back-office support functions during the first quarter of 2022.

During the year ended December 31, 2023, we received $ 0.2 million from CSI Compressco for distributions, and paid $ 0.01 million to CSI Compressco for office rentals in Latin America.

During the year ended December 31, 2022, we received $ 0.4 million from CSI Compressco for services provided under the Transition Services Agreement, distributions and other reimbursements, received $ 0.3 million from CSI Compressco for the sale of equipment, and paid $ 0.1 million to CSI Compressco for reimbursement of expenses.

Our interest in CSI Compressco and the general partner represented substantially all of our Compression Division.

In early 2018, we closed the Maritech APA and Maritech MIPA with Orinoco that together provided for the purchase by Orinoco of all of Maritech’s remaining oil and gas properties and related assets and all outstanding membership interests of Maritech.

Under the Maritech APA, Orinoco assumed responsibility for all of Maritech’s decommissioning liabilities related to the leases sold to Orinoco and, under the Maritech MIPA, Orinoco assumed all other liabilities of Maritech, including the decommissioning liabilities associated with Maritech’s interests in oil and gas properties previously sold by Maritech and select infrastructure still operated by Maritech, subject to certain limited exceptions unrelated to the decommissioning liabilities.

To the extent that Maritech or Orinoco fails to satisfy decommissioning liabilities associated with any of the Orinoco Lease Liabilities or the Legacy Liabilities, we may be required to satisfy such liabilities under third party indemnity agreements and corporate guarantees that we previously provided to BSEE and other parties, respectively, for which costs may be significant.

Pursuant to a Bonding Agreement entered into as part of these Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds from a surety company in an aggregate amount of $ 46.8 million to cover the performance by Orinoco and Maritech of certain specific asset retirement obligations of Maritech (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable performance bonds in the aggregate sum of $ 47.0 million (collectively, the “Replacement Bonds”).

In the event Orinoco does not provide the Replacement Bonds, Orinoco is required to make certain cash escrow payments to us.

To date, no cash escrow payments have been made.

On August 16, 2024, we issued a letter to Orinoco and the bond company demanding realignment of the existing bonds and/or issuance of Replacement Bonds pursuant to the terms of the Bonding Agreement to better align bond coverage with the more likely liability risks.

To date, no written response has been received.

In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future.

Such decommissioning orders received by Maritech and other interest owners relate to asset retirement obligations for certain properties in the Gulf of America.

From time to time, we also receive demand notices from third parties related to certain corporate guarantees or other arrangements covering such decommissioning liabilities.

While the ultimate outcome of such matters cannot be predicted at this time, if Maritech or other interest owners default, BSEE or third parties may seek to enforce certain corporate guarantees or third party indemnity agreements against us for a portion of such decommissioning obligations, which may be significant.

With respect to certain properties in the Gulf of America, we have been advised that the cost of the decommissioning work to plug and abandon certain wells is projected to be significantly higher than the approximately $ 10.7 million bond supporting the liability, which was put in place by Maritech and other interest owners based on earlier cost estimates.

We have also been advised more recently that Maritech’s prior working interest with respect those plugging and abandonment (“P&A”) costs are expected to exceed its share of the bond.

In September 2024, P&A operations commenced pursuant to a cost sharing agreement among certain parties for decommissioning certain properties in the Gulf of America.

While Maritech is not a party to this cost sharing agreement, a predecessor of Maritech has advised us that it expects to seek reimbursement from us for the portion of decommissioning costs it has contractually agreed to pay pursuant to the terms of the cost sharing agreement.

While the ultimate outcome of this matter cannot be predicted, we could potentially be liable for an estimated amount in the range of $ 5.8 million to $ 19.4 million, depending on the outcome of negotiations and whether other partners or property owners in the chain of title fulfill their respective obligations under their agreements.

Additionally, we understand that in connection with the P&A operations being performed, Maritech and the other named obligees have made a demand on the related bond.

We have made efforts to protect Maritech’s proportionate share of the bond proceeds (approximately $ 3.9 million), including demanding that the surety segregate or ensure that Maritech’s share is applied solely to satisfy its proportionate share of the decommissioning costs.

We accrued a liability of $ 5.8 million related to this obligation during the year ended December 31, 2024.

A summary of financial information related to our discontinued operations is as follows:

2 unchanged sentences

December 31, 2024

Offshore Services

Cost of revenues $ 5,855

General and administrative expense 41

Other income, net ( 515 )

Income from discontinued operations attributable to TETRA stockholders $ 278

Loss from discontinued operations attributable to TETRA stockholders $ ( 5,340 )

December 31, 2023

Offshore Services

Cost of revenues $ 5

General and administrative expense 41

Other expense, net — ( 226 ) ( 226 )

Pretax income (loss) from discontinued operations

$ ( 31 ) $ 226 195

Other income, net ( 324 )

Income from discontinued operations attributable to TETRA stockholders $ 278

December 31, 2022

Offshore Services Total

Revenue $ 18,968 $ — $ 18,968

Cost of revenues 11,471 ( 142 ) 11,329

Offshore Services Maritech

General and administrative expense $ 31 $ — $ 31

Interest expense, net 4,336 — 4,336

Other expense, net 164 252 416

Pretax income from discontinued operations

Other income, net

— ( 226 ) ( 226 )

Pretax income on disposal of discontinued operations

Total pretax income from discontinued operations

Income tax provision 30

Income from discontinued operations

Income from discontinued operations attributable to noncontrolling interest

Pretax income (loss) from discontinued operations

$ ( 31 ) $ 226 195

Income from discontinued operations attributable to TETRA stockholders

2 unchanged sentences

December 31, 2024

Offshore Services Maritech Total

Carrying amounts of major classes of liabilities included as part of discontinued operations

Trade payables $ 319 $ — $ 319

Accrued liabilities and other 506 95 601

Decommissioning liability

Total liabilities associated with discontinued operations

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Unearned income is included in accrued liabilities and other in our consolidated balance sheets.

During the years ended December 31, 2023 and 2022, we recognized approximately $ 1.8 million

and $ 0.6 million, respectively, of revenue deferred in unearned income as of the beginning of each period.

During the years ended December 31, 2024, 2023 and 2022, we recognized approximately $ 2.8

million, $ 1.8 million, and $ 0.6 million, respectively, of revenue deferred in unearned income as of the beginning of each period.

This amount is included in products sales and services revenues in our consolidated statements of operations.

Revenue recognized during the year ended December 31, 2021 deferred as of the end of the preceding year was not significant.

During the years ended December 31, 2024 , 2023, and 2022 , contract costs were not significant.

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Impairments of Inventory and Long-Lived Assets

During 2024, we recorded a $ 0.1 million impairment of our corporate office lease.

During 2023, we recorded a $ 2.1 million impairment of a facility lease in Scotland within our Completion Fluids & Products Division and we recorded a $ 0.8 million impairment of our corporate office lease.

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The fair value of land and buildings was adjusted to $ 0.2 million based on recent sales offers (a Level 3 fair value measurement in accordance with the fair value hierarchy).

During 2021, we recorded an impairment charge of $ 0.6 million primarily related to idle equipment in our Canada office within our Water & Flowback Services Division.

NOTE 7 – INVENTORIES

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Finished goods inventories include newly manufactured CBFs as well as used brines that are repurchased from certain customers for recycling.

NOTE 8 — INVESTMENTS

Our investments as of December 31, 2023 and 2022, consist of the following:

(In Thousands)

Investment in CSI Compressco $ 8,538 $ 6,967

Investment in CarbonFree 6,850 6,139

Investment in Standard Lithium 1,616 1,180

Other investments

Total investments $ 17,354 $ 14,286

We continue to own approximately 3.7 % of the outstanding CSI Compressco common units (NASDAQ:

CCLP) as of December 31, 2023.

CarbonFree is a carbon capture company with patented technologies that capture CO 2 and mineralize emissions to make commercial, carbon-negative chemicals.

We have an intellectual property joint development agreement in place with CarbonFree to evaluate potential new technologies.

In December 2021, we invested $ 5.0 million in a convertible note issued by CarbonFree.

Interest on the convertible note is capitalized into the convertible note annually in December.

Our exposure to potential losses by CarbonFree is limited to our investment in the convertible note and associated interest.

In addition, we are party to agreements whereby Standard Lithium has the right to explore for, and an option to acquire the rights to produce and extract, lithium in our Arkansas leases and other additional potential resources in the Mojave region of California.

The Company receives cash and stock of Standard Lithium under the terms of the arrangements.

See Note 14 - “Fair Value Measurements” for further information.

NOTE 8 — LEASES

Operating and Finance Leases

We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment.

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Our corporate headquarters facility located in The Woodlands, Texas, was sold on December 31, 2012, pursuant to a sale and leaseback transaction.

As a condition to the completion of the purchase and sale of the facility, the parties entered into a lease agreement for the facility having an initial lease term of 15 years, which is classified as an operating lease.

As a condition to the completion of the purchase and sale of the

facility, the parties entered into a lease agreement for the facility having an initial lease term of 15 years, which is classified as an operating lease.

Under the terms of the lease agreement, we have the ability to extend the lease for five successive five-year periods at base rental rates to be determined at the time of each extension.

consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less):

Components of lease expense, included in either cost of revenues or general and administrative expense based on the use of the underlying asset, are as follows (inclusive of lease expense for leases not included on our consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less):

Year Ended December 31,

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Total lease liabilities $ 33,902 $ 7,793

Sales Lease and Sublease Agreements

During the year ended December 31, 2024, in connection with the settlement of a revenue contract by our Water & Flowback Services Division, we entered into an arrangement with a customer including an embedded sales-type lease.

Pursuant to this contract settlement, we recognized $ 7.4 million of revenues included in product sales revenues and including $ 4.1 million of revenues from the embedded lease.

We also recognized $ 3.0 million of cost, included cost of product sales in our consolidated statements of operations during the year ended December 31, 2024.

As of December 31, 2024, current lease receivables of $ 1.4 million and long-term lease receivables of $ 2.2 million are included in trade accounts receivable and other assets, respectively, in our consolidated balance sheets.

The Company has subleases for a portion of its corporate headquarters facility and a facility in Europe.

The leases and subleases are considered operating leases.

For the years ended December 31, 2023, 2022, and 2021,

we recognized sublease income of $ 1.2 million, $ 1.4 million, and $ 1.0 million, respectively.

Future minimum sublease payments under non-cancelable subleases for two of our facilities were as follows at December 31, 2023:

For the years ended December 31, 2024, 2023, and 2022, we recognized sublease income of $ 1.2 million, $ 1.2 million, and $ 1.4 million, respectively.

Future minimum payments under the embedded sales lease and non-cancelable facility subleases were as follows at December 31, 2024:

Sublease Payments

(In Thousands)

2025 $ 1,378 $ 1,650

2026 2,187 1,452

Thereafter — 3,185

Total sublease payments

Total payments

$ 3,565 $ 9,515

NOTE 9 — INVESTMENTS

Our investments as of December 31, 2024 and 2023, consist of the following:

(In Thousands)

Investment in Kodiak (1)

$ 18,393 $ 8,538

Investment in Standard Lithium 1,168 1,616

Other investments

Total investments $ 28,159 $ 17,354

(1) Kodiak acquired CSI Compressco on April 1, 2024.

We retained an interest in our former subsidiary, CSI Compressco LP (“CSI Compressco’), which was acquired by Kodiak Gas Services, Inc.

KGS) (“Kodiak”) on April 1, 2024, and we received shares of Kodiak in exchange for our common units in CSI Compressco in connection with such acquisition.

We sold our Kodiak shares in January 2025.

See Note 18 - “Subsequent Event” for further information.

The Company receives stock of Standard Lithium under the terms of the arrangements.

We also hold investments in convertible notes, common units and preferred units issued by two privately-held companies.

These convertible notes, common units and preferred units are not publicly traded and may not be offered, sold, transferred or pledged until such common units are registered pursuant to an effective registration statement or pursuant to an exemption from registration.

Our exposure to potential losses is limited to our investments, including capitalized and accrued interest associated with the convertible notes.

See Note 14 - “Fair Value Measurements” for further information.

NOTE 10 — LONG-TERM DEBT AND OTHER BORROWINGS

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Term credit agreement (1)

September 10, 2025 $ 157,505 $ 154,570

Asset-based credit agreement (2)

May 31, 2025 — 1,885

Swedish credit facility December 31, 2024 — 3

157,505 156,458

Less current portion — ( 3 )

January 1, 2030 $ 179,696 $ 157,505

Total long-term debt $ 179,696 $ 157,505

(1) Net of unamortized discount of $ 5.0 million and $ 2.2 million as of December 31, 2024 and 2023, respectively, and net of unamortized deferred financing costs of $ 5.3 million and $ 3.3 million as of December 31, 2024 and 2023, respectively.

(2) Net of deferred financing costs of zero and $ 1.1 million as of December 31, 2023 and 2022, respectively.

Deferred financing costs of $ 0.6 million as of December 31, 2023 were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our asset-based credit agreement.

Scheduled maturities for the next five years and thereafter are as follows, not considering annual prepayment offers required by our Term Credit Agreement described below:

December 31, 2024

(In Thousands)

Thereafter 190,000

Total maturities $ 190,000

Term Credit Agreement

As of December 31, 2023 TETRA had $ 157.5 million outstanding, net of unamortized discounts and unamortized deferred financing costs, under the Term Credit Agreement.

Borrowings under the Term Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) the standard overnight financing rate plus a margin of 6.25 % per annum or (ii) a base rate plus a margin of 5.25 % per annum.

As of December 31, 2023, the interest rate per annum on borrowings under the Term Credit Agreement is 11.70 %.

In addition to paying interest on the outstanding principal under the Term Credit Agreement, TETRA is required to pay a commitment fee in respect of the unutilized commitments at the rate of 1.0 % per annum, paid quarterly in arrears based on utilization of the commitments under the Term Credit Agreement.

All obligations under the Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the Term Lenders on substantially all of the personal property of TETRA and certain of its subsidiaries, the equity interests in certain domestic subsidiaries, and a maximum of 65 % of the equity interests in certain foreign subsidiaries.

As of December 31, 2023, the $ 163.1 million principal balance of the Term Credit Agreement was due on September 10, 2025 and we had no other scheduled debt maturities.

The Company refinanced the Term Credit Agreement in January 2024.

See Note 18 - “Subsequent Events” for further information.

On January 12, 2024, the Company entered into a definitive agreement for a $ 265.0 million credit facility, consisting of a $ 190.0 million funded term loan and a $ 75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”) that refinanced the Company’s prior credit facility outstanding as of December 31, 2023 and provided capital to advance the Company’s proposed Arkansas bromine processing project.

Pricing on the Term Credit Agreement is the secured overnight financing rate (“SOFR”) plus 5.75 %.

The Company is required to pay a commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.50 % per annum.

The interest rate per annum on borrowings under the Term Credit Agreement is 10.23 % as of December 31, 2024 and the maturity date of the Term Credit Agreement is January 1, 2030.

The Company used the net proceeds to repay in full the balance of its prior credit facility, with approximately $ 15.2 million of additional cash, net of discounts and transaction expenses.

In connection with the Term Credit Agreement, we incurred approximately $ 5.7 million of fees which were deferred and will be amortized over the term of the Term Credit Agreement.

As a result of termination of the prior credit facility, a loss of $ 5.5 million was recognized during the three-month period ended March 31, 2024 primarily for unamortized deferred financing costs.

The Term Credit Agreement contains certain affirmative and negative covenants, including covenants that restrict the ability of the Company and certain of its subsidiaries to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets.

The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term

loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) of not less than $ 50.0 million at all times.

All obligations under the Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest on substantially all of the property of the Company and its domestic subsidiaries, subject to the lien priorities set forth in the intercreditor agreement with the agent under our ABL Credit Agreement.

Our Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the Term Credit Agreement) within five business days of filing our Annual Report beginning with the financial statements for the year ending December 31, 2024.

We are not required to offer to prepay any of our Term Credit Agreement based on our Leverage Ratio as of December 31, 2024.

The Term Credit Agreement includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross-default to other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments and change of control.

Asset-Based Credit Agreement

As of December 31, 2023, TETRA had no balance outstanding and had $ 5.0 million in letters of credit against its asset-based lending agreement (“ABL Credit Agreement”).

The ABL Credit Agreement provides for a senior secured revolving credit facility of up to $ 80 million, with a $ 20 million accordion.

The credit facility is subject to a borrowing base to be determined by reference to the value of inventory and accounts receivable, and includes a sublimit of $ 20 million for letters of credit, a swingline loan sublimit of $ 11.5 million, and a $ 15 million sub-facility subject to a borrowing base consisting of certain trade receivables and inventory in the United Kingdom.

The ABL Credit Agreement is subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings.

TETRA had availability of $ 68.8 million under this agreement as of December 31, 2023.

The ABL Credit Agreement was amended in May 2023 to remove references to LIBOR.

Borrowings under the ABL Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) the standard overnight financing rate plus 0.10 %, (ii) a base rate plus a margin based on a fixed charge coverage ratio, (iii) the Daily Simple Risk Free Rate plus 0.10 %, or (iv) with respect to borrowings denominated in Sterling, the Daily Simple Risk Free Rate for Sterling plus 0.0326 %.

The base rate is determined by reference to the highest of (a) the prime rate of interest as announced from time to time by JPMorgan Chase Bank, N.A.

(b) the Federal Funds Effective Rate (as defined in the ABL Credit Agreement) plus 0.5 % per annum and (c) the standard overnight financing rate (adjusted to reflect any required bank reserves) for a one-month period on such day plus 1.0 % per annum.

Borrowings outstanding have an applicable margin ranging from 1.75 % to 2.25 % per annum for LIBOR-based loans and 0.75 % to 1.25 % per annum for base-rate loans, based upon the applicable fixed charge coverage ratio.

As of December 31, 2023, the interest rate per annum on borrowings under the ABL Credit Agreement is 8.75 %.

In addition to paying interest on the outstanding principal under the ABL Credit Agreement, TETRA is required to pay a commitment fee in respect of the unutilized commitments at an applicable rate ranging from 0.375 % to 0.5 % per annum, paid monthly in arrears based on utilization of the commitments under the ABL Credit Agreement.

On May 13, 2024, we entered into an amendment (the “ABL Amendment”) to the Asset-Based Lending agreement dated as of September 10, 2018 (as amended, the “ABL Credit Agreement”).

In connection with the ABL Amendment, Bank of America, N.A.

became successor administrative agent to JPMorgan Chase Bank, N.A.

Furthermore, approximately $ 0.9 million of fees were incurred in connection with the ABL Amendment, which were deferred and will be amortized over the term of the ABL Credit Agreement.

As of December 31, 2024, our ABL Credit Agreement provides, with certain restrictions, for a senior secured revolving credit facility of up to $ 100.0 million with a $ 25.0 million accordion.

The credit facility is subject to a borrowing base determined monthly by reference to the value of inventory and accounts receivable, and includes a sublimit of $ 20.0 million for letters of credit, and a swingline loan sublimit of $ 11.5 million.

The ABL Credit Agreement matures on May 13, 2029.

As of December 31, 2024, we had no borrowings outstanding and $ 0.2 million letters of credit or guarantees under our ABL Credit Agreement.

Deferred financing costs of $ 1.0 million and $ 0.6 million as of December 31, 2024 and 2023, respectively, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our ABL Credit Agreement.

Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $ 65.7 million under this agreement.

Borrowings under the ABL Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) the standard overnight financing rate plus 0.10 %, (ii) a base rate plus a margin based on a fixed charge coverage ratio, or (iii) the Daily Simple Risk Free Rate plus 0.10 %.

The base rate is determined by reference to the highest of (a) the prime rate of interest as announced from time to time by Bank of America, N.A.

Borrowings outstanding have an applicable margin ranging from 2.00 % to 2.50 % per annum for SOFR-based loans and 1.00 % to 1.50 % per annum for base-rate loans, based upon the applicable fixed charge coverage ratio.

TETRA is also required to pay a customary letter of credit fee equal to the applicable margin on loans and fronting fees.

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As of December 31, 2024, we had $ 1.4 million of letters of credit outstanding against the Finland Credit Agreement.

The Finland Credit Agreement has been renewed by the Company through January 31, 2025.

Argentina Credit Facility

In January 2023, the Company entered into a revolving credit facility for certain working capital and capital expenditure needs for its subsidiary in Argentina (“Argentina Credit Facility”).

During the year ended December 31, 2023, $ 1.9 million was borrowed and repaid under the Argentina Credit Facility, which expired in October 2023.

The Finland Credit Agreement has been renewed by the Company through December 31, 2025.

Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments.

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We recognize a liability for the purchase of such products at the time we receive them.

As of December 31, 2023, the aggregate amount of the fixed and determinable portion of the purchase obligation pursuant to our Completion Fluids & Products Division’s supply agreements was approximately $ 74.8 million, including $ 26.2 million for the year ending December 31, 2024, $ 22.7 million for the year ending December 31, 2025, $ 16.1 million for the year ending December 31, 2026, $ 7.4 million for the year ending December 31, 2027, and $ 2.4 million during the year ending December 31, 2028.

As of December 31, 2024, the aggregate amount of the fixed and determinable portion of the purchase obligation pursuant to our Completion Fluids & Products Division’s supply agreements was approximately $ 72.6 million, including $ 33.0 million for the year ending December 31, 2025, $ 22.1 million for the year ending December 31, 2026, $ 15.3 million for the year ending December 31, 2027, and

$ 2.2 million for the year ending December 31, 2028.

Amounts purchased under these agreements for each of the years ended December 31, 2024, 2023, and 2022, was $ 56.3 million, $ 46.9 million, and $ 29.7 million, respectively.

As of December 31, 2024, our Water & Flowback Services division had an obligation to purchase equipment for approximately $ 3.8 million during the year ending December 31, 2025.

The division purchased $ 1.6 million of equipment under this agreement during the year ended December 31, 2024.

Contingencies of Discontinued Operations

In early 2018, we closed the Maritech Asset Purchase and Sale Agreement (“Maritech APA") and Maritech Membership Interest Purchase Agreement (“Maritech MIPA”) with Orinoco Natural Resources, LLC (“Orinoco”) that together provided for the purchase by Orinoco of all of Maritech’s membership interests and remaining oil and gas properties and related assets.

In early 2018, we closed the Maritech Asset Purchase and Sale Agreement (“Maritech APA") and Maritech Membership Interest Purchase Agreement (“Maritech MIPA”) with Orinoco Natural Resources, LLC (“Orinoco”) that together provided for the purchase by Orinoco of all of Maritech’s remaining oil and gas properties and related assets and all outstanding membership interests of Maritech.

Under the Maritech APA, Orinoco assumed responsibility for all of Maritech’s decommissioning liabilities related to the leases sold to Orinoco (the “Orinoco Lease Liabilities”) and, under the Maritech MIPA, Orinoco assumed all other liabilities of Maritech, including the decommissioning liabilities associated with Maritech’s interests in oil and gas properties previously sold by Maritech and select infrastructure still operated by Maritech (the “Legacy Liabilities”), subject to certain limited exceptions unrelated to the decommissioning liabilities.

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Department of the Interior (“BSEE”) and other parties, respectively, for which costs may be significant.

Pursuant to a Bonding Agreement entered into as part of these Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds in an aggregate amount of $ 46.8 million to cover the performance by Orinoco and Maritech of the asset retirement obligations of Maritech (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable

performance bonds in the aggregate sum of $ 47.0 million (collectively, the “Replacement Bonds”).

In the event Orinoco does not provide the Replacement Bonds, Orinoco is required to make certain cash escrow payments to us.

Maritech has received decommissioning orders from BSEE and could receive additional decommissioning orders in the future.

From time to time, we receive demand notices from third parties related to such corporate guarantees.

While the ultimate outcome of such matters cannot be predicted at this time, if Maritech or other interest owners default on their decommissioning obligations, BSEE or third parties may seek to enforce corporate guarantees, in which event we could become liable, in certain scenarios, for part of such decommissioning obligations.

To date, no cash escrow payments have been made.

To date, no written response has been received.

The payment obligations of Orinoco under the Bonding Agreement were guaranteed by Thomas M.

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The Initial Bonds, which are non-revocable, remain in effect.

If we become liable in the future for any decommissioning liability associated with any property covered by either an Initial Bond or Replacement Bond while such bonds are outstanding and the payment made to us under such bond is not sufficient to satisfy such liability, the Bonding Agreement provides that Orinoco will pay us an amount equal to such deficiency and if Orinoco fails to pay any such amount, such amount must be paid by the Clarkes under the Clarke Bonding Guaranty Agreement.

In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future.

Such decommissioning orders received by Maritech and other interest owners relate to asset retirement obligations for certain properties in the Gulf of America.

From time to time, we also receive demand notices from third parties related to certain corporate guarantees or other arrangements covering such decommissioning liabilities.

On February 13, 2025, Arena Energy, LLC filed a complaint in U.S.

District Court for the Southern District of Texas seeking indemnification from us and Maritech for decommissioning costs related to a Maritech oil and gas platform in the Gulf of America.

We are evaluating the allegations included in the complaint and intend to vigorously defend against the claims brought by Arena Energy, LLC but are presently unable to predict the duration, scope or result of this proceeding.

such bond is not sufficient to satisfy such liability, the Bonding Agreement provides that Orinoco will pay us an amount equal to such deficiency and if Orinoco fails to pay any such amount, such amount must be paid by the Clarkes under the Clarke Bonding Guaranty Agreement.

Our financial condition and results of operations may be negatively affected if Orinoco or the Clarkes are unable to cover any such deficiency or if we become liable for a significant portion of the decommissioning liabilities.

We have also been advised more recently that Maritech’s prior working interest with respect those plugging and abandonment (“P&A”) costs are expected to exceed its share of the bond.

In September 2024, P&A operations commenced pursuant to a cost sharing agreement among certain parties for decommissioning certain properties in the Gulf of America.

Additionally, we understand that in connection with the P&A operations being performed, Maritech and the other named obligees have made a demand on the related bond.

We accrued a liability of $ 5.8 million related to this obligation during the year ended December 31, 2024.

In early 2018, we also closed the sale of our Offshore Division to Epic Companies, LLC (“Epic Companies,” formerly known as Epic Offshore Specialty, LLC).

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The Clarkes appealed the Final Judgment, and the court of appeals affirmed.

Since obtaining the Final Judgment, TETRA has undertaken efforts to collect the judgment in Texas, Utah, Nevada, Massachusetts, and Georgia without success.

Since obtaining the Final Judgment, TETRA has undertaken efforts to collect the judgment in Texas, Utah, Nevada, Massachusetts, and Georgia.

TETRA continues to work on identifying potential Orinoco assets and/or engage with the Clarkes to resolve this dispute.

During the year ended December 31, 2024, we received a $ 0.5 million settlement, which is included in other (income), net in our consolidated statement of operations.

We cannot provide any assurance the Clarkes will pay the judgment or that they will not file for bankruptcy protection.

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Our Restated Certificate of Incorporation, as amended during 2017, authorizes us to issue 250,000,000 shares of common stock, par value $ .01 per share, and 5,000,000 shares of preferred stock, par value $ .01 per share.

As of December 31, 2023, we had 130,079,173 shares of common stock outstanding, with 3,138,675 shares held in treasury, and no shares of preferred stock outstanding.

As of December 31, 2024, we had 131,812,406 shares of common stock outstanding and no shares of preferred stock outstanding.

We had 3,138,675 shares held in treasury as of December 31, 2024, 2023, and 2022.

The voting, dividend, and liquidation rights of the holders of common stock are subject to the rights of the holders of preferred stock.

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At beginning of period 130,079,173 128,662,300 126,937,163

Exercise of common stock options, net 205,877 80,409 10,929

Grants of restricted stock, net

1,732,233 1,210,996 1,644,728

At end of period 130,079,173 128,662,300 126,937,163

(1) Prior to 2019, we primarily granted restricted stock awards, which immediately impacted common shares outstanding.

In contrast, during 2023, 2022 and 2021, we primarily granted restricted stock units which do not impact common shares outstanding until vesting.

Vesting for restricted stock units began in 2020.

Treasury Shares Held Year Ended December 31,

2023 2022 2021

At beginning of period 3,138,675 3,138,675 2,953,976

Shares received upon vesting of restricted stock, net — — 184,699

Exercise of common stock options, net 1,000 205,877 80,409

At end of period 131,812,406 130,079,173 128,662,300

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Intrinsic value is the difference between the market value of our stock option multiplied by the number of stock options outstanding for those stock options where the market value exceeds their exercise price.

The total intrinsic value of stock options exercised during the year ended December 31, 2023, was $ 0.3 million.

The total intrinsic value of stock options exercised during the year ended December 31, 2024, was nominal.

There were approximately 1,000 , 206,000 , and 80,000 options exercised during the years ended December 31, 2024, 2023, and 2022, respectively.

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Total compensation cost recognized for restricted stock was $ 6.6 million, $ 10.6 million, and $ 4.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

These amounts include $ 5.0 million and $ 2.4 million for the years ended December 31, 2023 and 2022, respectively, for the portion of awards under short-term incentive plans and long-term incentive plans that were or are expected to be settled with restricted stock awards.

Total unrecognized compensation cost at December 31, 2023, related to restricted stock, is approximately $ 7.6 million which is expected to be recognized over a weighted-average remaining amortization period of 1.7 years.

These amounts include a nominal amount, $ 5.0 million and $ 2.4 million for the years ended December 31, 2024, 2023, and 2022, respectively, for the portion of awards under short-term incentive plans and long-term incentive plans that were or are expected to be settled with restricted stock awards.

Total unrecognized compensation cost at December 31, 2024, related to unvested restricted stock awards, is approximately $ 8.1 million which is expected to be recognized over a weighted-average remaining amortization period of 1.6 years.

During the years ended December 31, 2024, 2023, and 2022, the total fair value of shares vested was $ 8.4 million, $ 4.7 million, and $ 5.5 million, respectively.

During 2023, 2022, and 2021, we received zero , zero , and 184,699 shares, respectively, of our common stock related to the vesting of certain employee restricted stock.

Such surrendered shares received by us are included in treasury stock.

At December 31, 2024, net of options previously exercised pursuant to our various equity compensation plans, we have a maximum of 3,458,158 shares of common stock issuable pursuant to awards previously granted and outstanding and awards authorized to be granted in the future.

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Financial Instruments

We retained an interest in CSI Compressco representing approximately 3.7 % of the outstanding common units as of December 31, 2023.

In December 2021, we invested $ 5.0 million in a convertible note issued by CarbonFree.

The Company receives cash and stock of Standard Lithium under the terms of its arrangements.

Our investments in CSI Compressco and Standard Lithium are recorded in investments on our consolidated balance sheets based on the quoted market stock price (Level 1 fair value measurements).

We retained an interest in CSI Compressco, which was acquired by Kodiak on April 1, 2024, and we received shares of Kodiak in exchange for our common units in CSI Compressco in connection with such acquisition.

We sold our Kodiak shares in January 2025.

See Note 18 - “Subsequent Event” for further information.

The Company received stock of Standard Lithium under the terms of its arrangements.

Our investments in Kodiak, Standard Lithium, and, formerly, CSI Compressco, are recorded in investments on our consolidated balance sheets based on the quoted market stock price (Level 1 fair value measurements).

The stock component of consideration received from Standard Lithium is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term.

Changes in the value of stock are recorded in other (income) expense, net in our consolidated statements of operations.

Our investment in convertible notes issued by CarbonFree is recorded in our consolidated financial statements based on an internal valuation with assistance from a third-party valuation specialist (a Level 3 fair value measurement).

The valuation is impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings.

The convertible note includes an option to convert the note into equity interests issued by CarbonFree.

The change in the fair value of the embedded option is included in other (income) expense, net in our consolidated statements of operations.

We also hold investments in convertible notes, common units and preferred units issued by two privately-held companies.

Our investment in certain preferred units were recorded based on observable market-based inputs for preferred units issued to several investors during August through October 2024 (Level 2 fair value measurement).

Our investment in convertible notes, common units and certain preferred units are recorded in our consolidated financial statements based on internal valuations with assistance from a third-party valuation specialist (Level 3 fair value measurement).

The valuations are impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings.

One of the convertible notes includes an option to convert the note into equity interests.

The change in the fair value of the embedded option, as well as the preferred units and common units, are included in other (income) expense, net in our consolidated statements of operations.

The change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income.

The changes in our investment in CarbonFree for the years ended December 31, 2023, 2022, and 2021 were as follows:

The change in our investments for the years ended December 31, 2024, 2023, and 2022 were as follows:

Year Ended December 31, 2024

Fair Value Measurements Using

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs

Significant Unobservable Inputs

(Level 1) (Level 2)

(Level 3) Total

(In Thousands)

Investment balance at beginning of period $ 10,154 $ — $ 7,200 $ 17,354

Purchase of investments — 1,000 21 1,021

Reclassification between Level 2 and Level 3 fair value — 350 ( 350 ) —

Unrealized gain on equity securities

9,407 38 1,130 10,575

At beginning of period $ 6,139 $ 5,000 $ —

Purchase of CarbonFree convertible note

Change in fair value of embedded option ( 16 ) 1,211 —

Change in fair value of convertible note, excluding embedded option 727 ( 72 ) —

At end of period $ 6,850 $ 6,139 $ 5,000

Unrealized loss on embedded option

— — ( 1,971 ) ( 1,971 )

Unrealized gain on convertible note, excluding embedded option

— — 1,180 1,180

Investment balance at end of period $ 19,561 $ 1,388 $ 7,210 $ 28,159

Year Ended December 31, 2023

Fair Value Measurements Using

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs

(Level 1) (Level 3) Total

(In Thousands)

Investment balance at beginning of period $ 8,147 $ 6,139 $ 14,286

Purchase of investments — 350 350

Unrealized gain on equity securities

2,007 — 2,007

Unrealized loss on embedded option

— ( 16 ) ( 16 )

Unrealized gain on convertible note, excluding embedded option

Investment balance at end of period $ 10,154 $ 7,200 $ 17,354

Year Ended December 31, 2022

Fair Value Measurements Using

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs

(Level 1) (Level 3) Total

(In Thousands)

Investment balance at beginning of period $ 6,233 $ 5,000 $ 11,233

Unrealized gain on equity securities

1,914 — 1,914

Unrealized gain on embedded option

— 1,211 1,211

Unrealized loss on convertible note, excluding embedded option

— ( 72 ) ( 72 )

Investment balance at end of period $ 8,147 $ 6,139 $ 14,286

Derivative Contracts

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We did not have foreign currency derivative instruments outstanding as of December 31, 2024 or 2023.

During the years ended December 31, 2023, 2022, and 2021, we recognized zero , $ 0.4 million, and less than $ 0.1 million of net losses, respectively, reflected in other income, net, associated with our foreign currency derivative program.

During the years ended December 31, 2024, 2023, and 2022, we recognized zero , zero , and $ 0.4 million of net losses, respectively, reflected in other income, net, associated with our foreign currency derivative program.

A summary of significant recurring fair value measurements by valuation hierarchy as of December 31, 2024 and 2023, is as follows:

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(In Thousands)

Investment in CSI Compressco $ 8,538 8,538 — —

Investment in CarbonFree

6,850 — — 6,850

Investment in Standard Lithium

Investments in Kodiak (1)

$ 18,393 18,393 — —

Investments in Standard Lithium 1,168 1,168 — —

Other investments 8,598 — 1,388 7,210

Investments $ 28,159

(1) Kodiak acquired CSI Compressco on April 1, 2024.

Fair Value Measurements Using

5 unchanged sentences

Investments in CSI Compressco $ 8,538 8,538 — —

Investments in CarbonFree 6,139 — — 6,139

Investments in Standard Lithium 1,616 1,616 — —

Other investments 7,200 — — 7,200

Investments $ 17,354

Impairments of Inventory and Long-Lived Assets

During 2024, we recorded a $ 0.1 million impairment of our corporate office lease.

The fair values were estimated based on the discounted cash flows from our lease and sublease agreements (a Level 3 fair value measurement) in accordance with the fair value hierarchy.

During the second quarter of 2022, our Completion Fluids & Products and Water & Flowback Services Divisions each recorded certain inventory and long-lived tangible asset impairments.

Our Water & Flowback Services Division recorded impairments, including $ 1.3 million of equipment, $ 0.2 million of inventory, and $ 0.5 million for land and buildings.

The Completion Fluids & Products Division also recorded a $ 0.2 million impairment related to obsolete inventory.

The inventory and equipment for both divisions are no longer expected to be used and were written down to zero or scrap value.

The fair value of land and buildings of $ 0.4 million was estimated based on recent sales price per square acre or square foot of comparable properties (a Level 3 fair value measurement in accordance with the fair value hierarchy).

During the fourth quarter of 2022, our Completion Fluids & Products and Water & Flowback Services Divisions recorded additional long-lived tangible asset impairments totaling $ 0.3 million and $ 0.1 million, respectively.

The Completion Fluids & Products Division impairment relates to equipment that is no longer expected to be used and was written down to estimated scrap value.

The long-lived tangible asset impairment recorded by the Water & Flowback Services Division in the fourth quarter of 2022 was a result of storm damage sustained to buildings in December 2022 and remediation work identified during the quarter.

The fair value of land and buildings was adjusted to $ 0.2 million based on recent sales offers (a Level 3 fair value measurement in accordance with the fair value hierarchy).

The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings, and long-term debt pursuant to TETRA's Term Credit Agreement, ABL Credit Agreement and Swedish Credit Agreement approximate their carrying amounts.

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9,576 6,954 3,028

Federal ( 94,799 ) — —

State ( 2,751 ) ( 41 ) 30

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(In Thousands)

Income tax provision (benefit) computed at statutory federal income tax rates $ 6,657 $ 2,345 $ ( 3,091 )

Income tax provision computed at statutory federal income tax rates

$ 6,036 $ 6,657 $ 2,345

State income taxes, net of federal benefit

1,225 1,052 1,332

Nondeductible expenses 1,622 1,399 1,270

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Other ( 767 ) ( 480 ) ( 357 )

Total tax provision $ 6,220 $ 3,565 $ 2,084

Total tax provision (benefit)

$ ( 84,878 ) $ 6,220 $ 3,565

Income (loss) before taxes and discontinued operations includes the following components:

5 unchanged sentences

Total $ 28,742 $ 31,699 $ 11,166

We recognize interest and penalties related to uncertain tax positions in income tax expense.

During the years ended December 31, 2023 and December 31, 2022, we recognized no interest and penalties and we recognized less than $ 0.1 million for the year ended December 31, 2021 of interest and penalties.

As of December 31, 2024 and 2023, we had no unrecognized tax benefits.

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In determining the need for a valuation allowance on our deferred tax assets we placed greater weight on recent and objectively verifiable current information, as compared to more forward-looking information that is used in valuating other assets on the balance sheet.

While we have considered taxable income in prior carryback years, future reversals of existing taxable temporary differences, future taxable income, and tax planning strategies in assessing the need for the valuation allowance, there can be no guarantee that we will be able to realize our net deferred tax assets.

allowance, there can be no guarantee that we will be able to realize our net deferred tax assets.

Significant components of our deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows:

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Net deferred tax assets $ 113,388 $ 20,562

Right of use asset $ 8,695 $ 8,049

Right of use assets

$ 9,092 $ 8,695

Depreciation and amortization for tax in excess of book expense 2,944 5,224

Investment in Partnership 2,819 4,906

Revenue deferred for tax

All other 3,885 5,126

Total deferred tax liabilities 20,151 21,931

Net deferred tax liabilities $ 1,369 $ 2,038

Net deferred tax assets (liabilities)

$ 93,237 $ ( 1,369 )

Deferred tax assets and liabilities are netted by jurisdiction in our consolidated balance sheets.

Net deferred tax assets are included in other assets in our consolidated balance sheets.

Deferred tax assets and liabilities netted by jurisdiction as of December 31, 2024 and 2023 are as follows:

1 unchanged sentence

Deferred tax assets

$ 98,149 $ 910

Deferred tax liabilities

( 4,912 ) ( 2,279 )

Net deferred tax liabilities $ ( 1,369 ) $ ( 2,038 )

We believe that it is more likely than not we will not realize all the tax benefits of the deferred tax assets within the allowable carryforward period.

Therefore, an appropriate valuation allowance has been provided.

The valuation allowance as of December 31, 2023 and 2022 primarily relates to federal deferred tax assets.

The $ 5.4 million decrease in the valuation allowance during the year ended December 31, 2023 was primarily due to the decrease in deferred tax assets related to utilization of loss carryforwards.

At December 31, 2023, we had federal, state, and foreign net operating loss carryforwards/carrybacks equal to approximately $ 75.8 million, $ 10.3 million, and $ 8.9 million, respectively.

In those countries and states in which net operating losses are subject to an expiration period, our loss carryforwards, if not utilized, will expire at various dates from 2024 through 2043.

Net deferred tax assets (liabilities) $ 93,237 $ ( 1,369 )

As of December 31, 2024, a significant portion of our deferred tax assets were United States (federal and state) assets, which include net operating loss carryforwards, tax credit carryforwards as well as temporary differences between GAAP and tax basis that will result in future tax deductions in excess of book.

Significant management judgment is required in determining the period in which a reversal of a valuation allowance should occur.

We are required to consider all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income among other items, in determining whether a full or partial release of its valuation allowance is required.

During the years ended December 31, 2024, 2023, and 2022, we expect to utilize or have utilized approximately $ 19.3 million, $ 40.2 million and $ 37.3 million, respectively of federal net operating losses in the Unites States.

During the year ended December 31, 2024, in part because we achieved three years of cumulative pretax income in the United States tax jurisdiction, after adjusting for permanent book and tax differences, which is a positive indication of our ability to generate sufficient future taxable income, we determined that there was sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes are realizable and, therefore, released the valuation allowance accordingly.

For the year ended December 31, 2024, we recorded a net United States federal and state valuation allowance release of $ 97.5 million on the basis of our reassessment of the amount of its deferred tax assets that are more likely than not to be realized.

Our accounting for deferred tax consequences represents the best estimate of those future events.

The $ 97.4 million decrease in the valuation allowance during the year ended December 31, 2024 is primarily due to the recorded net United States federal and state valuation allowance release.

At December 31, 2024, we had deferred tax assets associated with federal, state, and foreign net operating loss carryforwards/carrybacks equal to approximately $ 72.4 million, $ 9.0 million, and $ 7.7 million, respectively.

In those countries and states in which net operating losses are subject to an expiration period, our loss carryforwards,

if not utilized, will expire at various dates from 2025 through 2043.

Utilization of the net operating loss and credit carryforwards may be subject to a significant annual limitation due to ownership changes that have occurred previously or could occur in the future provided by Section 382 of the Internal Revenue Code.

NOTE 16 — NET INCOME (LOSS) PER SHARE

The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income (loss) per common and common equivalent share:

NOTE 16 — NET INCOME PER SHARE

The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income per common and common equivalent share:

Year Ended December 31,

4 unchanged sentences

Average diluted shares outstanding 132,231 131,243 129,778

The average diluted shares outstanding excludes the impact of certain outstanding equity awards of 1.8 million shares for the year ended December 31, 2021 as the inclusion of these shares would have been anti-dilutive due to the net loss from continuing operations recorded during the period.

NOTE 17 — INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION

1 unchanged sentence

Completion Fluids & Products Division and Water & Flowback Services Division.

We generally evaluate the performance of and allocate resources to our segments based on profit or loss from their operations before income taxes and nonrecurring charges, return on investment, and other criteria.

Transfers between segments and geographic areas are priced at the estimated fair value of the products or services as negotiated between the operating units.

“Corporate overhead” includes corporate general and administrative expenses, corporate depreciation and amortization, interest income and expense, and other income and expense.

Summarized financial information concerning the business segments is as follows:

Year Ended December 31,

2023 2022 2021

December 31, 2024

Completion Fluids & Products Water & Flowback Services Corporate

(In Thousands)

Revenues from external customers

Product sales

Completion Fluids & Products Division $ 296,569 $ 258,745 $ 211,201

Water & Flowback Services Division 9,487 1,253 4,028

Consolidated $ 306,056 $ 259,998 $ 215,229

Completion Fluids & Products Division $ 16,461 $ 14,628 $ 8,447

Water & Flowback Services Division 303,745 278,587 164,596

Consolidated $ 320,206 $ 293,215 $ 173,043

Total revenues

Completion Fluids & Products Division $ 313,030 $ 273,373 $ 219,648

Water & Flowback Services Division 313,232 279,840 168,624

Consolidated $ 626,262 $ 553,213 $ 388,272

Revenue $ 311,301 $ 287,810 $ — $ 599,111

Cost of product sales and services 192,263 231,165 — 423,428

Depreciation, amortization, and accretion 9,733 25,631 357 35,721

Completion Fluids & Products $ 9,053 $ 7,455 $ 7,542

Water & Flowback Services 24,876 24,672 25,060

Corporate 400 692 900

Consolidated $ 34,329 $ 32,819 $ 33,502

Interest expense

Completion Fluids & Products $ 230 $ 95 $ 44

Water & Flowback Services 339 144 7

Corporate 22,364 16,584 16,506

Consolidated interest expense 22,933 16,823 16,557

Consolidated interest income ( 584 ) ( 990 ) ( 180 )

Consolidated interest expense, net $ 22,349 $ 15,833 $ 16,377

Income (loss) before taxes and discontinued operations

Completion Fluids & Products $ 78,314 $ 57,366 $ 54,981

Water & Flowback Services 25,724 15,732 ( 11,116 )

Interdivision eliminations — 11 12

Corporate (1)

( 72,339 ) ( 61,943 ) ( 58,598 )

Consolidated $ 31,699 $ 11,166 $ ( 14,721 )

(1) Amounts reflected include the following general corporate expenses:

Year Ended December 31,

2023 2022 2021

(In Thousands)

Impairments and other charges — — 109 109

General and administrative expense 25,754 19,116 45,099 89,969

Depreciation, amortization, accretion, and impairments 1,177 692 1,032

Interest expense, net 22,790 17,041 17,483

Other general corporate (income) expense, net ( 763 ) ( 867 ) 93

Total $ 72,339 $ 61,943 $ 58,598

(In Thousands)

Completion Fluids & Products $ 249,911 $ 221,167

Water & Flowback Services 166,325 178,759

Corporate, other and eliminations 62,725 34,440

Consolidated $ 478,961 $ 434,366

Year Ended December 31,

2023 2022 2021

Interest (income) expense, net ( 713 ) 64 23,114 22,465

Loss on debt extinguishment — — 5,535 5,535

Other (income) expense, net 1,369 1,134 ( 9,361 ) ( 6,858 )

Net income (loss) before taxes and discontinued operations $ 82,895 $ 10,700 $ ( 64,853 ) $ 28,742

Capital expenditures $ 36,961 $ 23,442 $ 277 $ 60,680

December 31, 2024

Total assets $ 290,788 $ 158,475 $ 155,932 $ 605,195

December 31, 2023

Completion Fluids & Products Water & Flowback Services Corporate

(In Thousands)

Revenue $ 313,030 $ 313,232 $ — $ 626,262

Cost of product sales and services 196,954 241,218 — 438,172

Depreciation, amortization, and accretion 9,053 24,876 400 34,329

Impairments and other charges 2,189 — 777 2,966

Insurance recoveries ( 2,850 ) — — ( 2,850 )

Exploration and pre-development costs 12,119 — — 12,119

General and administrative expense 28,003 19,452 49,135 96,590

Interest (income) expense, net ( 646 ) 205 22,790 22,349

Other (income) expense, net ( 10,106 ) 1,757 ( 763 ) ( 9,112 )

Net income (loss) before taxes and discontinued operations $ 78,314 $ 25,724 $ ( 72,339 ) $ 31,699

Capital expenditures $ 11,073 $ 26,571 $ 508 $ 38,152

Completion Fluids & Products $ 11,073 $ 9,426 $ 3,828

Water & Flowback Services 26,571 30,431 13,620

Corporate 508 199 105

Discontinued operations

Consolidated $ 38,152 $ 40,056 $ 20,533

December 31, 2023

Total assets $ 249,911 $ 166,325 $ 62,725 $ 478,961

December 31, 2022

Completion Fluids & Products Water & Flowback Services Corporate

(In Thousands, Except Percents)

Revenue $ 273,373 $ 279,840 $ — $ — $ 553,213

Cost of product sales and services 182,388 217,841 — — 400,229

Depreciation, amortization, and accretion 7,455 24,683 692 ( 11 ) 32,819

Impairments and other charges 562 2,242 — — 2,804

Insurance recoveries ( 3,750 ) — — — ( 3,750 )

Exploration and pre-development costs 6,635 — — — 6,635

General and administrative expense 25,246 21,619 45,077 — 91,942

Interest (income) expense, net ( 1,346 ) 138 17,041 — 15,833

Other income, net ( 1,183 ) ( 2,415 ) ( 867 ) — ( 4,465 )

Net income (loss) before taxes and discontinued operations $ 57,366 $ 15,732 $ ( 61,943 ) $ 11 $ 11,166

Capital expenditures $ 9,426 $ 30,431 $ 199 $ — $ 40,056

Summarized financial information concerning the geographic areas of our customers and in which we operate at December 31, 2024, 2023, and 2022, is presented below:

9 unchanged sentences

Middle East, Asia and other 30,026 31,898 36,573

Total $ 626,262 $ 553,213 $ 388,272

Transfers between geographic areas:

Europe 87 15 195

Eliminations ( 87 ) ( 15 ) ( 195 )

Total revenues $ 599,111 $ 626,262 $ 553,213

As of December 31, 2023, no single customer represented more than 10% of our consolidated trade accounts receivables, net of allowance for credit losses.

As of December 31, 2022, receivables from one customer represented more than 10% of our consolidated trade accounts receivables, net of allowance for credit losses.

Our chief executive officer is considered the chief operating decision maker.

We generally evaluate the performance of and allocate resources to our segments based on net income (loss) before taxes, return on investment and other criteria.

Resources for each segment, including employees and financial or capital resources, are allocated predominantly through the annual budget as well as the annual and monthly forecasting process.

As of December 31, 2024 and 2023, no single customer represented more than 10% of our consolidated trade accounts receivables, net of allowance for credit losses.

During each of the years ended December 31, 2024, 2023, and 2022, no single customer accounted for more than 10% of our consolidated revenues.

9 unchanged sentences

NOTE 18 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction described below.

On January 12, 2024, the Company entered into a definitive agreement for a $ 265.0 million credit facility, consisting of a $ 190.0 million funded term loan and a $ 75.0 million delayed-draw term loan (collectively the “New Term Credit Agreement”) that refinanced the Company’s $ 163.1 million Term Credit Agreement outstanding as of December 31, 2023 and provided capital to advance the Company’s Arkansas bromine processing project.

Pricing on the New Term Credit Agreement is the secured overnight financing rate plus 5.75 %.

The Company is required to pay a commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.5 % per annum.

The Company used the net proceeds to repay in full the balance of its prior credit facility, with approximately $ 15.2 million of additional cash, net of discounts and transaction expenses.

The maturity date of the New Term Credit Agreement is January 12, 2030.

The Company expects to recognize an approximately $ 5.5 million loss in the first quarter of 2024 for costs deferred on the existing term loan as of December 31, 2023 and transaction costs.

The New Term Credit Agreement contains certain affirmative and negative covenants, including covenants that restrict the ability of the Company and certain of its subsidiaries to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets.

The New Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the New Term Credit Agreement) of not less than $ 50.0 million at all times.

All obligations under the New Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest on substantially all of the property of the Company and its domestic subsidiaries, subject to the lien priorities set forth in the intercreditor agreement with the agent under the Company’s Asset-Based Credit Agreement.

Our New Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the New Term Credit Agreement) within five business days of filing our Annual Report beginning with the financial statements for the year ending December 31, 2024.

The New Term Credit Agreement includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross-default to other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments and change of control.

In January 2025, we sold our Kodiak shares for proceeds of $ 19.0 million, net of transaction and broker fees.

We will record a net gain of $ 0.6 million from the sale of our Kodiak shares during the first quarter of 2025.

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and determined that there have been no other events that have occurred that would require adjustments to our disclosures in the consolidated financial statements .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures