TETRA TECHNOLOGIES INC 10-Q

Item 1. Financial Statements. TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands, Except Per Share Amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues: Product sales $ 102,717 $ 96,622 $ 190,886 $ 169,959 Services 71,155 75,313 140,126 152,948 Total revenues 173,872 171,935 331,012 322,907 Cost of revenues: Cost of product sales 57,323 61,078 107,088 106,484 Cost of services 59,023 58,830 113,823 124,538 Depreciation, amortization and accretion 9,189 8,774 18,340 17,530 Impairments and other charges 93 — 611 — Total cost of revenues 125,628 128,682 239,862 248,552 Gross profit 48,244 43,253 91,150 74,355 General and administrative expense 25,259 22,137 49,393 44,435 Interest expense, net 4,194 6,185 8,918 12,137 Loss on debt extinguishment — — — 5,535 Other (income) expense, net ( 645 ) 2,452 8,317 ( 1,526 ) Net income before taxes 19,436 12,479 24,522 13,774 Provision for income taxes 8,131 4,839 9,168 5,219 Net income 11,305 7,640 15,354 8,555 Loss attributable to noncontrolling interests — 3 — 3 Net income attributable to TETRA stockholders $ 11,305 $ 7,643 $ 15,354 $ 8,558 Basic net income per common share: Net income attributable to TETRA stockholders $ 0.08 $ 0.06 $ 0.12 $ 0.07 Weighted average basic shares outstanding 133,152 131,263 132,753 130,858 Diluted net income per common share: Net income attributable to TETRA stockholders $ 0.08 $ 0.06 $ 0.12 $ 0.06 Weighted average diluted shares outstanding 133,422 132,169 133,371 132,115 See Notes to Consolidated Financial Statements 1 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (In Thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income $ 11,305 $ 7,640 $ 15,354 $ 8,555 Foreign currency translation adjustment from continuing operations, net of taxes of $ 0 in 2025 and 2024 5,313 ( 1,959 ) 9,189 ( 3,593 ) Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary — — 9,516 — Unrealized gain (loss) on investment ( 416 ) ( 5 ) ( 135 ) 232 Comprehensive income 16,202 5,676 33,924 5,194 Less: Comprehensive loss attributable to noncontrolling interests — 3 — 3 Comprehensive income attributable to TETRA stockholders $ 16,202 $ 5,679 $ 33,924 $ 5,197 See Notes to Consolidated Financial Statements 2 TETRA Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands) June 30, 2025 December 31, 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 68,749 $ 36,987 Restricted cash 52 221 Trade accounts receivable, net of allowances of $ 538 in 2025 and $ 626 in 2024 110,302 104,813 Inventories 108,537 101,697 Prepaid expenses and other current assets 23,993 25,910 Total current assets 311,633 269,628 Property, plant and equipment: Land and building 24,930 24,475 Machinery and equipment 333,615 323,044 Automobiles and trucks 10,575 10,325 Chemical plants 75,530 69,815 Construction in progress 53,016 34,910 Total property, plant and equipment 497,666 462,569 Less accumulated depreciation ( 335,281 ) ( 320,409 ) Net property, plant and equipment 162,385 142,160 Other assets: Patents, trademarks and other intangible assets, net of accumulated amortization of $ 58,514 in 2025 and $ 55,421 in 2024 23,235 24,923 Deferred tax assets, net 94,702 98,149 Operating lease right-of-use assets 32,394 29,797 Investments 8,971 28,159 Other assets 12,256 12,379 Total other assets 171,558 193,407 Total assets $ 645,576 $ 605,195 See Notes to Consolidated Financial Statements 3 TETRA Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Share Amounts) June 30, 2025 December 31, 2024 (Unaudited) LIABILITIES AND EQUITY Current liabilities: Trade accounts payable $ 52,145 $ 43,103 Compensation and employee benefits 19,942 23,022 Operating lease liabilities, current portion 10,730 8,861 Accrued taxes 12,782 12,493 Accrued liabilities and other 24,908 30,040 Current liabilities associated with discontinued operations 5,830 5,830 Total current liabilities 126,337 123,349 Long-term debt, net 180,504 179,696 Operating lease liabilities 25,687 25,041 Asset retirement obligations 15,286 14,786 Deferred income taxes 4,575 4,912 Other liabilities 3,569 4,104 Total long-term liabilities 229,621 228,539 Commitments and contingencies (Note 6) Equity: TETRA stockholders’ equity: Common stock, par value 0.01 per share; 250,000,000 shares authorized at June 30, 2025 and December 31, 2024; 136,418,399 shares issued at June 30, 2025 and 134,951,081 shares issued at December 31, 2024 1,364 1,350 Additional paid-in capital 495,095 492,722 Treasury stock, at cost; 3,138,675 shares held at June 30, 2025 and December 31, 2024 ( 19,957 ) ( 19,957 ) Accumulated other comprehensive loss ( 32,552 ) ( 51,122 ) Retained deficit ( 153,071 ) ( 168,425 ) Total TETRA stockholders’ equity 290,879 254,568 Noncontrolling interests ( 1,261 ) ( 1,261 ) Total equity 289,618 253,307 Total liabilities and equity $ 645,576 $ 605,195 See Notes to Consolidated Financial Statements 4 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Equity (In Thousands) (Unaudited) Common Stock Par Value Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Deficit Noncontrolling Interest Total Equity Currency Translation Unrealized Gain (Loss) on Investment Balance at December 31, 2024 $ 1,350 $ 492,722 $ ( 19,957 ) $ ( 52,957 ) $ 1,835 $ ( 168,425 ) $ ( 1,261 ) $ 253,307 Net income for first quarter 2025 — — — — — 4,049 — 4,049 Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary — — — 9,516 — — — 9,516 Translation adjustment, net of taxes of $ 0 — — — 3,876 — — — 3,876 Other comprehensive income — — — — 281 — — 281 Comprehensive income 17,722 Equity-based compensation — 1,860 — — — — — 1,860 Other 12 ( 1,158 ) — — — — — ( 1,146 ) Balance at March 31, 2025 $ 1,362 $ 493,424 $ ( 19,957 ) $ ( 39,565 ) $ 2,116 $ ( 164,376 ) $ ( 1,261 ) $ 271,743 Net income for second quarter 2025 — — — — — 11,305 — 11,305 Translation adjustment, net of taxes of $ 0 — — — 5,313 — — — 5,313 Other comprehensive loss — — — — ( 416 ) — — ( 416 ) Comprehensive income 16,202 Equity-based compensation — 1,747 — — — — — 1,747 Other 2 ( 76 ) — — — — — ( 74 ) Balance at June 30, 2025 $ 1,364 $ 495,095 $ ( 19,957 ) $ ( 34,252 ) $ 1,700 $ ( 153,071 ) $ ( 1,261 ) $ 289,618 Common Stock Par Value Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Deficit Noncontrolling Interest Total Equity Currency Translation Unrealized Gain (Loss) on Investment Balance at December 31, 2023 $ 1,332 $ 489,156 $ ( 19,957 ) $ ( 45,886 ) $ 655 $ ( 276,709 ) $ ( 1,257 ) $ 147,334 Net income for first quarter 2024 — — — — — 915 — 915 Translation adjustment, net of taxes of $ 0 — — — ( 1,634 ) — — — ( 1,634 ) Other comprehensive income — — — — 237 — — 237 Comprehensive loss ( 482 ) Equity-based compensation — 1,623 — — — — — 1,623 Other 11 ( 2,339 ) — — — — — ( 2,328 ) Balance at March 31, 2024 $ 1,343 $ 488,440 $ ( 19,957 ) $ ( 47,520 ) $ 892 $ ( 275,794 ) $ ( 1,257 ) $ 146,147 Net income (loss) for second quarter 2024 — — — — — 7,643 ( 3 ) 7,640 Translation adjustment, net of taxes of $ 0 — — — ( 1,959 ) — — — ( 1,959 ) Other comprehensive loss — — — — ( 5 ) — — ( 5 ) Comprehensive income 5,676 Equity-based compensation — 1,800 — — — — — 1,800 Other 3 ( 48 ) — — — — — ( 45 ) Balance at June 30, 2024 $ 1,346 $ 490,192 $ ( 19,957 ) $ ( 49,479 ) $ 887 $ ( 268,151 ) $ ( 1,260 ) $ 153,578 See Notes to Consolidated Financial Statements 5 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands, Unaudited) Six Months Ended June 30, 2025 2024 Operating activities: Net income $ 15,354 $ 8,555 Reconciliation of net income to net cash provided by operating activities: Depreciation, amortization and accretion 18,340 17,530 Impairments and other charges 611 — (Gain) loss on investments 42 ( 2,841 ) Equity-based compensation expense 3,607 3,423 Recovery of credit losses ( 117 ) ( 167 ) Amortization and expense of financing costs 979 884 Loss on debt extinguishment — 5,535 Gain on sale of assets ( 136 ) ( 67 ) Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary 9,516 — Provision for deferred income taxes 3,008 100 Other non-cash credits ( 224 ) ( 786 ) Changes in operating assets and liabilities: Accounts receivable ( 4,495 ) ( 23,625 ) Inventories ( 2,089 ) 11,995 Prepaid expenses and other current assets 4,662 ( 3,160 ) Trade accounts payable and accrued expenses 1,756 ( 6,490 ) Other 1,454 129 Net cash provided by operating activities 52,268 11,015 Investing activities: Purchases of property, plant and equipment, net ( 37,443 ) ( 31,219 ) Proceeds from sale of investments 19,011 — Proceeds from sale of property, plant and equipment 247 372 Other investing activities ( 90 ) ( 194 ) Net cash used in investing activities ( 18,275 ) ( 31,041 ) Financing activities: Proceeds from credit agreements and long-term debt 194 184,613 Principal payments on credit agreements and long-term debt ( 194 ) ( 163,372 ) Payments on financing lease obligations ( 2,070 ) ( 640 ) Debt issuance costs — ( 5,956 ) Shares withheld for taxes on equity-based compensation ( 1,234 ) ( 2,387 ) Other financing activities ( 1,280 ) ( 1,280 ) Net cash provided by (used in) financing activities ( 4,584 ) 10,978 Effect of exchange rate changes on cash 2,184 ( 685 ) Increase (decrease) in cash and cash equivalents 31,593 ( 9,733 ) Cash, cash equivalents and restricted cash at beginning of period 37,208 52,485 Cash, cash equivalents and restricted cash at end of period $ 68,801 $ 42,752 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets Cash and cash equivalents at end of period $ 68,749 $ 37,713 Restricted cash at end of period 52 5,039 Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows $ 68,801 $ 42,752 See Notes to Consolidated Financial Statements 6 TETRA Technologies, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES Organization We are an energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions that help make people's lives better. In addition to providing products and services to the oil and gas industry and calcium chloride for diverse applications, TETRA is expanding into the low-carbon energy market with chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy in the twenty-first century. We were incorporated in Delaware in 1981. Our products and services are delivered through two reporting segments – Completion Fluids & Products Division and Water & Flowback Services Division. 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. Calcium chloride is used in the oil and gas industry, and also has broad industrial applications to the agricultural, road, food and beverage, and lithium production markets. Our Completion Fluids & Products Division also markets TETRA PureFlow, an ultra-pure zinc bromide, as well as TETRA PureFlow Plus, an ultra-pure zinc bromide/zinc chloride blend, to battery technology companies. Our Water & Flowback Services Division provides onshore oil and gas operators with comprehensive water management services. The Division also provides frac flowback, production well testing, and other associated services in many of the major oil and gas producing regions in the United States, as well as in oil and gas basins in certain countries in Latin America, Europe, and the Middle East. We are also developing and pilot testing technologies to treat and desalinate produced water from oil wells for beneficial reuse, including surface discharge. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its subsidiaries on a consolidated basis. Presentation Our unaudited consolidated financial statements include the accounts of our wholly owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods. Operating results for the period ended June 30, 2025 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2025. The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the U.S. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2024 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2025 (the “ 2024 Annual Report ”). Discontinued Operations In early 2018, we closed a series of related transactions that resulted in the disposition of our former Offshore segment. Our former Offshore segment is reported as discontinued operations for all periods presented. 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 three months ended September 30, 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 6 - “Commitments and Contingencies” for additional discussion of contingencies related to discontinued operations. 7 Significant Accounting Policies Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2024 included in our 2024 Annual Report . Other than reporting restricted cash as described below, there have been no significant changes in our accounting policies or the application thereof during the second quarter of 2025. Out-of-Period Correction During the three months ended March 31, 2025, we recorded an adjustment to our deferred tax liability related to a correction to our 2024 tax provision. This adjustment increased income tax benefit by $ 1.2 million and increased net income per share attributable to TETRA stockholders by $ 0.01 in the consolidated statement of operations for the three months ended March 31, 2025. 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 adjustment during the quarter ended March 31, 2025 is not expected to be material to the annual financial statements for 2025. 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. As of June 30, 2025, restricted cash consists of less than $ 0.1 million held in escrow in connection with our Arkansas development. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material. Mineral Resources Arrangement We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine and lithium contained in the brine. In June 2023, we entered into a memorandum of understanding (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to the Evergreen Unit, and potential bromine and lithium production from brine produced from the unit. We completed an initial preliminary economic assessment in early 2023 for the extraction of the brine and for a bromine processing plant. On January 8, 2024, we announced the completion of a technical resources report for the Evergreen Unit in Arkansas. We capitalized approximately $ 10.9 million and $ 22.0 million for the three and six months ended June 30, 2025, respectively, and $ 9.8 million and $ 13.9 million for the three and six months ended June 30, 2024, respectively, of costs associated with the development of our properties in Arkansas. Foreign Currency Translation We have designated the Euro, the British pound, the Canadian dollar, the Brazilian real as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada and Brazil, respectively. The United States dollar is the designated functional currency for most of our other non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange (gains) losses are included in other (income) expense, net and totaled $( 0.8 ) million and $ 8.1 million during the three and six months ended June 30, 2025, respectively, and $ 2.5 million and $ 2.4 million during the three and six months ended June 30, 2024, respectively. Foreign currency exchange (gains) losses during the six months ended June 30, 2025 include recognition of a $ 9.5 million cumulative foreign currency translation adjustment loss, which was reclassified from accumulated other comprehensive loss due to the dissolution of our former subsidiary in Canada during the three months ended March 31, 2025. 8 Fair Value Measurements We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized on a recurring basis in the determination of the carrying values of certain investments. See Note 7 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement). Supplemental Cash Flow Information Supplemental cash flow information is as follows: Six Months Ended June 30, 2025 2024 (in thousands) Interest paid $ 10,046 $ 10,830 Income taxes paid $ 6,189 $ 2,991 June 30, 2025 December 31, 2024 (in thousands) Accrued capital expenditures $ 4,050 $ 7,131 New Accounting Pronouncements 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): Improvements to Income Tax Disclosures.” The new standard requires companies to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. 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 as the standards expand disclosures only. NOTE 2 – REVENUE Revenue from Contracts with Customers Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $ 22.3 million and $ 30.4 million as of June 30, 2025 and December 31, 2024, respectively. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. Unearned income includes amounts in which the Company was contractually allowed to invoice prior to satisfying the associated performance obligations. Unearned income balances were $ 0.7 million and $ 0.4 million as of June 30, 2025 and December 31, 2024, respectively, and vary based on the timing of invoicing and performance obligations being met. Unearned income is included in accrued liabilities and other in our consolidated balance sheets. We recognized approximately $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2025, respectively, and $ 2.0 million and $ 1.0 million of revenue during the three and six months ended June 30, 9 2024, respectively, deferred in unearned income as of the beginning of the period. During the six months ended June 30, 2025 and June 30, 2024, contract costs were not significant. We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our two reportable segments in Note 9 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 (in thousands) Completion Fluids & Products United States $ 56,342 $ 41,560 $ 117,485 $ 82,996 International 53,103 58,459 84,977 94,305 109,445 100,019 202,462 177,301 Water & Flowback Services United States 54,909 60,765 110,788 125,476 International 9,518 11,151 17,762 20,130 64,427 71,916 128,550 145,606 Total Revenue United States 111,251 102,325 228,273 208,472 International 62,621 69,610 102,739 114,435 $ 173,872 $ 171,935 $ 331,012 $ 322,907 NOTE 3 – INVENTORIES Components of inventories as of June 30, 2025 and December 31, 2024 are as follows: June 30, 2025 December 31, 2024 (in thousands) Finished goods $ 91,066 $ 90,919 Raw materials 5,375 1,599 Parts and supplies 9,955 7,297 Work in progress 2,141 1,882 Total inventories $ 108,537 $ 101,697 Finished goods inventories include newly manufactured clear brine fluids as well as used brines that are repurchased from certain customers for recycling . NOTE 4 – INVESTMENTS Our investments as of June 30, 2025 and December 31, 2024 consist of the following: June 30, 2025 December 31, 2024 (in thousands) Investment in Kodiak $ — $ 18,393 Investment in Standard Lithium 1,568 1,168 Other investments 7,403 8,598 Total Investments $ 8,971 $ 28,159 In January 2025, we sold our Kodiak Gas Services, Inc. (NYSE: KGS) (“ Kodiak”) shares for proceeds of $ 19.0 million, net of transaction and broker fees. During the six months ended June 30, 2025, we recorded a net gain of $ 0.6 million from the sale of our Kodiak shares. 10 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 received 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 7 - “Fair Value Measurements” for further information. NOTE 5 – LONG-TERM DEBT AND OTHER BORROWINGS Consolidated long-term debt as of June 30, 2025 and December 31, 2024 consists of the following: Scheduled Maturity June 30, 2025 December 31, 2024 (in thousands) Term Credit Agreement (1) January 1, 2030 $ 180,504 $ 179,696 Total long-term debt $ 180,504 $ 179,696 (1) Net of unamortized discount of $ 4.6 million and $ 5.0 million as of June 30, 2025 and December 31, 2024, respectively, and net of unamortized deferred financing costs of $ 4.9 million and $ 5.3 million as of June 30, 2025 and December 31, 2024, respectively. Term Credit Agreement Pricing on the Term Credit Agreement is the secured overnight financing rate (“SOFR”) plus 5.75 %. The interest rate per annum on borrowings under the Term Credit Agreement is 10.17 % as of June 30, 2025 and the maturity date of the Term Credit Agreement is January 1, 2030. The Term Credit Agreement includes a $ 75 million delayed-draw term loan available until January 12, 2026 to provide capital to advance our Arkansas bromine processing project. 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 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 Term 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. 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. 11 ABL Credit Agreement As of June 30, 2025, 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 $ 1.0 million as of June 30, 2025 and December 31, 2024, 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. As of June 30, 2025, 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. Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $ 55.4 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. (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, provided that the base rate shall not be less than 1.0 %. Borrowings 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. 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 of 0.375 % per annum. TETRA is also required to pay a customary letter of credit fee equal to the applicable margin on loans and fronting fees. All obligations under the ABL Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the ABL Lenders on substantially all of the personal property of TETRA and certain subsidiaries of TETRA, the equity interests in certain domestic subsidiaries, and a maximum of 65 % of the equity interests in certain foreign subsidiaries. Swedish Credit Facility The Company has a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”). As of June 30, 2025, we had no balance outstanding and availability of approximately $ 5.3 million under the Swedish Credit Facility. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings bear interest at a rate of 2.95 % per annum. The Swedish Credit Facility expires on December 31, 2025 and the Company intends to renew it annually. Finland Credit Agreement The Company also has an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of June 30, 2025, there were $ 1.6 million of letters of credit outstanding against the Finland Credit Agreement. The Finland Credit Agreement expires on January 31, 2026 and the Company intends to renew it annually. Covenants Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. As of June 30, 2025, we are in compliance with all covenants under the credit agreements. 12 NOTE 6 – COMMITMENTS AND CONTINGENCIES Litigation We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity. There have been no material developments in our legal proceedings during the quarter ended June 30, 2025. For additional discussion of our legal proceedings, please see our 2024 Annual Report . Product Purchase Obligations In the normal course of our Completion Fluids & Products Division operations, we enter into supply agreements with certain manufacturers of various raw materials and finished products. Some of these agreements have terms and conditions that specify a minimum or maximum level of purchases over the term of the agreement. Other agreements require us to purchase the entire output of the raw material or finished product produced by the manufacturer. Our purchase obligations under these agreements apply only with regard to raw materials and finished products that meet specifications set forth in the agreements. We recognize a liability for the purchase of such products at the time we receive them. As of June 30, 2025, 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 $ 44.5 million, including $ 5.7 million for the remainder of 2025, $ 22.3 million in 2026, $ 15.5 million in 2027, and $ 1.0 million in 2028. As of June 30, 2025, we also have commitments of $ 22.3 million related to long-lead power infrastructure for our Completion Fluids & Products Division’s bromine plant in Arkansas, including $ 8.8 million due during the remainder of 2025 and $ 13.5 million due over five years beginning after electric service is available. Contingencies Related to 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 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. 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 the U.S. 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 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. The payment obligations of Orinoco under the Bonding Agreement were guaranteed by Thomas M. Clarke and Ana M. Clarke pursuant to a separate guaranty agreement (the “Clarke Bonding Guaranty Agreement”). Orinoco has not delivered the Replacement Bonds and neither it nor the Clarkes has made any of the agreed upon cash escrow payments. We filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding Agreement and the Clarke Bonding Guaranty Agreement. The trial court initially granted summary judgment in favor 13 of Orinoco and the Clarkes, dismissing our claims against Orinoco under the Bonding Agreement and against the Clarkes under the Clarke Bonding Guaranty Agreement. We filed an appeal with the trial court requesting a new trial on the summary judgment or modification of the judgment. On November 5, 2019, the trial court signed an order granting our motion for a new trial and vacating the prior summary judgment order. The parties are awaiting direction from the court on a new scheduling order and/or trial setting. The Initial Bonds, which are non-revocable, remain in effect. 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 and other potential claims related to onshore decommissioning activities. 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. 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 intend to vigorously defend against the claims brought by Arena Energy, LLC but we are presently unable to predict the duration, scope or result of this proceeding, as the litigation is in its early stages. 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 any payment made to us under such bond is insufficient to satisfy such liability, the Bonding Agreement provides that Orinoco will pay us an amount equal to such deficiency. 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 we become liable for a significant portion of the decommissioning liabilities and Orinoco or the Clarkes are unable to cover any such deficiency. 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. NOTE 7 – FAIR VALUE MEASUREMENTS Financial Instruments Investments Our investments in Kodiak and Standard Lithium 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. 14 We also hold investments in convertible notes, common units, and preferred units issued by two privately-held companies. Our investment in certain preferred units as of December 31, 2024 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 change in our investments for the three and six months ended June 30, 2025 and June 30, 2024 are as follows: Three Months Ended June 30, 2025 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 $ 1,016 $ 8,670 $ 9,686 Unrealized gain (loss) on equity securities 552 ( 191 ) 361 Unrealized loss on embedded option — ( 660 ) ( 660 ) Unrealized loss on convertible note, excluding embedded option — ( 416 ) ( 416 ) Investment balance at end of period $ 1,568 $ 7,403 $ 8,971 Three Months Ended June 30, 2024 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 $ 13,148 $ 7,238 $ 20,386 Unrealized gain on equity securities 131 — 131 Unrealized loss on embedded option — ( 85 ) ( 85 ) Unrealized loss on convertible note, excluding embedded option — ( 5 ) ( 5 ) Investment balance at end of period $ 13,279 $ 7,148 $ 20,427 15 Six Months Ended June 30, 2025 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 $ 19,561 $ 1,388 $ 7,210 $ 28,159 Sale of investments ( 18,393 ) — — ( 18,393 ) Reclassification between Level 2 and Level 3 fair value — ( 1,388 ) 1,388 — Unrealized gain (loss) on equity securities 400 — ( 177 ) 223 Unrealized loss on embedded option — — ( 883 ) ( 883 ) Unrealized loss on convertible note, excluding embedded option — — ( 135 ) ( 135 ) Investment balance at end of period $ 1,568 $ — $ 7,403 $ 8,971 Six Months Ended June 30, 2024 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 $ 10,154 $ 7,200 $ 17,354 Unrealized gain on equity securities 3,125 — 3,125 Unrealized loss on embedded option — ( 284 ) ( 284 ) Unrealized gain on convertible note, excluding embedded option — 232 232 Investment balance at end of period $ 13,279 $ 7,148 $ 20,427 Recurring fair value measurements by valuation hierarchy as of June 30, 2025 and December 31, 2024 are as follows: Fair Value Measurements Using Total as of Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Description June 30, 2025 (Level 1) (Level 2) (Level 3) (in thousands) Investment in Standard Lithium $ 1,568 $ 1,568 $ — $ — Other investments 7,403 — — 7,403 Total investments $ 8,971 16 Fair Value Measurements Using Total as of Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Description December 31, 2024 (Level 1) (Level 2) (Level 3) (in thousands) Investment in Kodiak $ 18,393 $ 18,393 $ — $ — Investment in Standard Lithium 1,168 1,168 — — Other investments 8,598 — 1,388 7,210 Total investments $ 28,159 Other The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt approximate their carrying amounts. See Note 5 - “Long-Term Debt and Other Borrowings” for further discussion. NOTE 8 – 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: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 (in thousands) Number of weighted average common shares outstanding 133,152 131,263 132,753 130,858 Assumed vesting of equity awards 270 906 618 1,257 Average diluted shares outstanding 133,422 132,169 133,371 132,115 17 NOTE 9 – INDUSTRY SEGMENTS We manage our operations through two segments: Completion Fluids & Products Division and Water & Flowback Services Division. Summarized financial information concerning the business segments is as follows: Three Months Ended June 30, 2025 Completion Fluids & Products Water & Flowback Services Corporate Total (in thousands) Revenue $ 109,445 $ 64,427 $ — $ 173,872 Cost of product sales and services 62,594 53,752 — 116,346 Depreciation, amortization and accretion 2,214 6,881 94 9,189 Impairments and other charges — 93 — 93 General and administrative expense 6,900 4,815 13,544 25,259 Interest (income) expense, net ( 302 ) 13 4,483 4,194 Other (income) expense, net ( 94 ) 144 ( 695 ) ( 645 ) Net income (loss) before taxes $ 38,133 $ ( 1,271 ) $ ( 17,426 ) $ 19,436 Capital expenditures $ 13,671 $ 5,784 $ 32 $ 19,487 Six Months Ended June 30, 2025 Completion Fluids & Products Water & Flowback Services Corporate Total (in thousands) Revenue $ 202,462 $ 128,550 $ — $ 331,012 Cost of product sales and services 116,909 104,002 — 220,911 Depreciation, amortization and accretion 4,391 13,761 188 18,340 Impairments and other charges — 611 — 611 General and administrative expense 13,583 10,550 25,260 49,393 Interest (income) expense, net ( 417 ) 6 9,329 8,918 Other (income) expense, net ( 813 ) 9,778 ( 648 ) 8,317 Net income (loss) before taxes $ 68,809 $ ( 10,158 ) $ ( 34,129 ) $ 24,522 Capital expenditures $ 27,514 $ 9,848 $ 81 $ 37,443 June 30, 2025 Total assets $ 330,507 $ 165,795 $ 149,274 $ 645,576 18 Three Months Ended June 30, 2024 Completion Fluids & Products Water & Flowback Services Corporate Total (in thousands) Revenue $ 100,019 $ 71,916 $ — $ 171,935 Cost of product sales and services 64,027 55,881 — 119,908 Depreciation, amortization and accretion 2,361 6,329 84 8,774 General and administrative expense 6,991 4,457 10,689 22,137 Interest (income) expense, net ( 135 ) 68 6,252 6,185 Other expense, net 122 2,025 305 2,452 Net income (loss) before taxes $ 26,653 $ 3,156 $ ( 17,330 ) $ 12,479 Capital expenditures $ 10,160 $ 4,944 $ 288 $ 15,392 Six Months Ended June 30, 2024 Completion Fluids & Products Water & Flowback Services Corporate Total (in thousands) Revenue $ 177,301 $ 145,606 $ — $ 322,907 Cost of product sales and services 112,491 118,531 — 231,022 Depreciation, amortization and accretion 4,748 12,617 165 17,530 General and administrative expense 13,684 8,961 21,790 44,435 Interest (income) expense, net ( 404 ) 144 12,397 12,137 Loss on debt extinguishment — — 5,535 5,535 Other (income) expense, net 337 1,476 ( 3,339 ) ( 1,526 ) Net income (loss) before taxes $ 46,445 $ 3,877 $ ( 36,548 ) $ 13,774 Capital expenditures $ 17,902 $ 12,952 $ 365 $ 31,219 December 31, 2024 Total assets $ 290,788 $ 158,475 $ 155,932 $ 605,195 NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q 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 event described below. On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions affecting businesses. The Company is evaluating the OBBBA to determine whether it is expected to materially impact the Company's effective tax rate or cash flows. 19