What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-25 · 425 added, 341 removed, 1157 unchanged (40% of the section changed)

11 unchanged sentences

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 was conducted based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 was conducted based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, 2025.

5 unchanged sentences

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.

During the year ended December 31, 2025, 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.

Amendment of Tax Benefits Preservation Plan

On February 19, 2026, the Board of Directors approved Amendment No.

1 (the “Amendment”) to the Tax Benefits Preservation Plan, dated as of February 28, 2023 (the “Tax Plan”), by and between the Company and Computershare Trust Company, N.A., as rights agent.

The Company entered into the Amendment on February 25, 2026.

The Amendment extends the expiration date of the Tax Plan from February 28, 2026 to February 28, 2029 (subject to other earlier termination events).

The Tax Plan, as amended by the Amendment is described in Note 2 - “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K and the Tax Plan is included as Exhibit 4.5 hereto.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 4.7 and incorporated herein by reference.

In connection with the Amendment, the Company filed a Certificate of Designation of Series A Junior Participating Preferred Stock of the Company with the Secretary of State of the State of Delaware, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers, and Corporate Governance.

The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Proposal No.

Pursuant to General Instruction G to Form 10-K, the information required by this Item is hereby incorporated by reference from the information appearing under the captions “Proposal No.

Election of Directors,” “Executive Officers,” “Corporate Governance,” “Board Meetings and Committees,” in our definitive proxy statement (the “Proxy Statement”) for the annual meeting of stockholders to be held on May 22, 2026, which involves the election of directors and is to be filed with the SEC pursuant to the Exchange Act within 120 days of the end of our fiscal year on December 31, 2025.

Executive Compensation.

The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Management and Compensation Committee Report,” “Management and Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” and “Director Compensation” in our Proxy Statement.

Pursuant to General Instruction G to Form 10-K, the information required by this Item is hereby incorporated by reference from the information appearing under the captions “Management and Compensation Committee Report,” “Management and Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” and “Director Compensation” in our Proxy Statement.

Notwithstanding the foregoing, in accordance with the instructions to Item 407 of Regulation S-K, the information contained in our Proxy Statement under the subheading “Compensation Committee Report” shall be deemed furnished, and not filed, in this Form 10-K, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, as a result of this furnishing, except to the extent we specifically incorporate it by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Beneficial Stock Ownership of Certain Stockholders and Management” and “Equity Compensation Plan Information” in our Proxy Statement.

Pursuant to General Instruction G to Form 10-K, the information required by this Item is hereby incorporated by reference from the information appearing under the captions “Beneficial Stock Ownership of Certain Stockholders and Management” and “Equity Compensation Plan Information” in our Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Certain Transactions” and “Director Independence” in our Proxy Statement.

Pursuant to General Instruction G to Form 10-K, the information required by this Item is hereby incorporated by reference from the information appearing under the captions “Certain Transactions” and “Director Independence” in our Proxy Statement.

Principal Accounting Fees and Services.

The information required by this Item is hereby incorporated by reference from the information appearing under the caption “Fees Paid to Principal Accounting Firm” in our Proxy Statement.

Pursuant to General Instruction G to Form 10-K, the information required by this Item is hereby incorporated by reference from the information appearing under the caption “Fees Paid to Principal Accounting Firm” in our Proxy Statement.

Exhibits and Financial Statement Schedules.

15 unchanged sentences

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 on Form 10-Q filed on May 10, 2018 (SEC File No.

Certificate of Designation of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on February 25, 2026.

3.2 Amended and Restated Certificate of Incorporation of TETRA Technologies, Inc.

2 unchanged sentences

(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.

4.1 Form of Senior Indenture (including form of senior debt security) (incorporated by reference to Exhibit 4.

7 to the Company's Registration Statement on Form S-3 filed on May 12, 2025 (SEC File No.

333- 287210)).

Form of Subordinated Indenture (including form of subordinated debt security) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-3 filed on May 12, 2025 (SEC File No.

333-287210)).

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 Current Report on Form 8-K filed on January 18, 2024 (SEC File No.

2 unchanged sentences

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)) .

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

Amendment No.

1 to Tax Benefits Preservation Plan , dated as of February 25 , 2026, by and between TETRA Technologies, Inc.

and Computershare Trust Company, N.A., as rights agent.

10.1*** TETRA Technologies, Inc.

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.

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

10.2*** TETRA Technologies, Inc.

1 unchanged sentence

TETRA Technologies, Inc.

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)) .

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 February 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.

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 Report on Form 10-Q filed on August 10, 2015 (SEC File No.

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

1 unchanged sentence

333-166537)).

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.

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

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

2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on December 22, 2016 (SEC File No.

333-215283)).

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

5 unchanged sentences

Amendment to the TETRA Technologies, Inc.

Cash Incentive Compensation Plan dated February 19, 2015.

Cash Incentive Compensation Plan dated February 19, 2015 (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on February 25, 2025 (SEC File No.

Amendment No.

1 unchanged sentence

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 Annual Report on Form 10-K filed on March 4, 2019 (SEC File No.

TETRA Technologies, Inc.

11 unchanged sentences

Form of TETRA Technologies, Inc.

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.

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.

TETRA Technologies, Inc.

Third Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the on Form 8-K filed Company’s Current Report on June 12, 2025 (SEC File No.

Form of TETRA Technologies Inc.

Third Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 filed on the Company’s Quarterly Report on Form 10-Q on July 29, 2025 (SEC File No.

Form of TETRA Technologies Inc.

Third Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award Agreement for outside directors (incorporated by reference to Exhibit 10.3 filed on the Company’s Quarterly Report on Form 10-Q on July 29, 2025 (SEC File No.

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

18 unchanged sentences

TETRA Technologies, Inc.

Policy on Trading in Company Securities.

Policy on Trading in Company Securities (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 25, 2025 (SEC File No.

21+ Subsidiaries of the Company.

42 unchanged sentences

Serrano and Chief Financial Officer

(Principal Financial Officer and

(Principal Financial Officer)

/s/Katherine Kokenes

Vice President

February 25, 2026

Katherine Kokenes

and Chief Accounting Officer

(Principal Accounting Officer)

Baldwin Director February 25, 2025

Director February 25, 2026

/s/Christian A.

Director February 25, 2025

Garcia Director February 25, 2026

John Director February 25, 2026

McGee Director February 25, 2026

Director February 25, 2026

Williams Director February 25, 2026

4 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, 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”).

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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, 2026 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

4 unchanged sentences

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 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.

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.

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

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.

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.

/s/ GRANT THORNTON LLP

6 unchanged sentences

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of TETRA Technologies, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) 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”).

We have audited the internal control over financial reporting of TETRA Technologies, Inc (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, 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, 2024, and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated 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, 2025, and our report dated February 25, 2026 expressed unqualified opinion on those 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 consolidated 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 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 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;

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 consolidated financial statements.

(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;

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

11 unchanged sentences

Restricted cash 52 221

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

Trade accounts receivable, net of allowance for credit losses of $ 397 and $ 626 , respectively

99,578 104,813

5 unchanged sentences

Machinery and equipment 339,414 323,044

Automobiles and trucks 10,325 10,148

Automobiles and vehicles

10,646 10,325

Chemical plants 77,786 69,815

1 unchanged sentence

Total property, plant and equipment

543,836 462,569

Less accumulated depreciation ( 349,639 ) ( 320,409 )

Net property, plant and equipment

194,197 142,160

Other assets:

Deferred tax assets

87,322 98,149

Operating lease right-of-use assets 36,999 29,797

Investments 11,827 28,159

Patents, trademarks and other intangible assets, net

Other intangible assets, net

21,463 24,923

27 unchanged sentences

250,000,000 shares authorized at December 31, 2025 and December 31, 2024;

134,951,081 shares issued at December 31, 2024 and 133,217,848 shares issued at December 31, 2023

137,252,465 and 134,951,081 shares issued at December 31, 2025 and December 31, 2024, respectively;

and 134,113,790 and 131,812,406 shares outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 500,436 492,722

Treasury stock, at cost;

3,138,675 shares held at December 31, 2024 and December 31, 2023

3,138,675 shares

( 19,957 ) ( 19,957 )

15 unchanged sentences

Total revenues 630,932 599,111 626,262

Cost of revenues:

Operating costs and expenses:

Cost of product sales 209,880 182,986 191,227

1 unchanged sentence

Depreciation, amortization and accretion

37,099 35,721 34,329

Impairments and other charges 4,162 109 2,966

Insurance recoveries — — ( 2,850 )

Total cost of revenues 459,258 472,617 432,102

Total operating costs and expenses

474,983 459,258 472,617

Gross profit 155,949 139,853 153,645

1 unchanged sentence

General and administrative expense 100,559 89,969 96,590

Operating income

55,390 49,884 44,936

Interest expense, net 17,327 22,465 22,349

Loss on debt extinguishment

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

Income before taxes and discontinued operations

Other expense (income), net

11,561 ( 6,858 ) ( 9,112 )

Provision (benefit) for income taxes

Income from continuing operations before income taxes

26,502 28,742 31,699

Income tax expense (benefit)

22,295 ( 84,878 ) 6,220

Income from continuing operations

1 unchanged sentence

Discontinued operations:

Income (loss) from discontinued operations, net of taxes

(Loss) income from discontinued operations, net of income taxes

( 1,209 ) ( 5,340 ) 278

6 unchanged sentences

$ 0.03 $ 0.87 $ 0.20

Loss from discontinued operations

Net income attributable to TETRA stockholders

(Loss) income from discontinued operations, net of taxes

( 0.01 ) ( 0.04 ) —

Net income attributable to TETRA stockholders $ 0.02 $ 0.83 $ 0.20

Weighted average basic shares outstanding 133,202 131,279 129,568

1 unchanged sentence

Income from continuing operations $ 0.03 $ 0.86 $ 0.20

Loss from discontinued operations ( 0.04 ) — —

(Loss) income from discontinued operations, net of taxes ( 0.01 ) ( 0.04 ) —

Net income attributable to TETRA stockholders $ 0.02 $ 0.82 $ 0.20

8 unchanged sentences

Net income $ 2,998 $ 108,280 $ 25,757

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

Foreign currency translation adjustment from continuing operations, net of taxes of $ 0 in 2025, 2024 and 2023

8,591 ( 7,071 ) 3,105

Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary

Unrealized gain on investment

338 1,180 727

Comprehensive income 21,443 102,389 29,589

1 unchanged sentence

Comprehensive income attributable to TETRA stockholders $ 21,450 $ 102,393 $ 29,616

$ 102,393 $ 29,616 $ 5,708

See Notes to Consolidated Financial Statements

15 unchanged sentences

— — — 3,105 — — — 3,105

Other comprehensive loss

Other comprehensive income

— — — — 727 — — 727

15 unchanged sentences

— — — — — 3,005 ( 7 ) 2,998

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

— — — 8,591 — — — 8,591

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

Other comprehensive income, net of taxes of $ 93

— — — — 338 — — 338

Comprehensive income 21,443

Equity compensation expense — 7,094 — — — — — 7,094

Other 18 ( 3,006 ) — — — — — ( 2,988 )

Exercise of stock options

7 3,857 — — — — — 3,864

Vesting of restricted stock

16 ( 3,237 ) — — — — — ( 3,221 )

Balance at December 31, 2025 $ 1,373 $ 500,436 $ ( 19,957 ) $ ( 34,850 ) $ 2,173 $ ( 165,420 ) $ ( 1,268 ) $ 282,487

10 unchanged sentences

Depreciation, amortization and accretion

37,099 35,721 34,329

Impairments and other charges 4,162 109 2,966

1 unchanged sentence

( 2,248 ) ( 8,604 ) ( 539 )

Provision (benefit) for deferred income taxes

Deferred income tax expense (benefit)

8,427 ( 94,455 ) ( 734 )

5 unchanged sentences

— — ( 2,850 )

Non-cash cumulative foreign currency translation adjustment loss from

dissolution of Canadian subsidiary

Gain on sale of assets ( 354 ) ( 338 ) ( 562 )

10 unchanged sentences

Purchases of property, plant and equipment, net

Acquisition of businesses, net

( 80,821 ) ( 60,680 ) ( 38,152 )

Purchases of investments

1 unchanged sentence

Proceeds from sale of investments

19,011 — 3,900

Proceeds from sale of property, plant and equipment

641 2,917 6,661

Proceeds from insurance recoveries associated with damaged equipment — — 2,850

7 unchanged sentences

— ( 6,648 ) —

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

Taxes paid upon vesting of equity-based compensation

( 3,221 ) ( 3,006 ) —

Proceeds from exercise of stock options

Other financing activities ( 1,280 ) ( 1,280 ) —

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

Net cash (used in) provided by financing activities

( 5,373 ) 8,869 ( 4,663 )

Effect of exchange rate changes on cash 1,853 ( 1,607 ) 377

1 unchanged sentence

35,472 ( 15,277 ) 38,893

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

Cash, cash equivalents and restricted cash at beginning of period

37,208 52,485 13,592

Cash, cash equivalents and restricted cash at end of period

4 unchanged sentences

Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows

$ 72,680 $ 37,208 $ 52,485

See Notes to Consolidated Financial Statements

6 unchanged sentences

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 portfolio includes energy services, industrial chemicals and emerging critical minerals opportunities, delivered through our two reporting segments – Completion Fluids & Products and Water & Flowback Services.

Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc.

and its consolidated subsidiaries on a consolidated basis.

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, to several 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.

Our Completion Fluids & Products Segment 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 segment 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 produces 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 Segment provides onshore oil and gas operators with comprehensive water management services.

The segment 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.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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All intercompany accounts and transactions have been eliminated in consolidation.

Out-of-Period Correction

Out-of-Period Corrections

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 material to the annual financial statements for the year ended December 31, 2025.

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.

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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.

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

Restricted cash as of December 31, 2025 consists of $ 0.1 million held in escrow in connection with our Arkansas development.

Use of Estimates

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Actual results could differ from those estimates, and such differences could be material.

Reclassifications

Certain previously reported financial information has been reclassified to conform to the current year’s presentation.

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

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

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Machinery and equipment 3 – 10 years

Automobiles and trucks 4 years

Automobiles and vehicles

Chemical plants 15 years

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Depreciation expense, excluding impairments and other charges, for the years ended December 31, 2025, 2024, and 2023 was $ 28.5 million, $ 28.4 million, and $ 29.2 million, respectively.

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.

Construction in progress as of December 31, 2025 and 2024 consisted primarily of our bromine processing plant in Arkansas, equipment fabrication projects and early production facilities.

During the years ended December 31, 2025 and 2024, we capitalized $ 4.5 million and $ 1.2 million of interest expense, respectively.

We did not capitalize interest during the year ended December 31, 2023.

Intangible Assets other than Goodwill

Customer relationships, trademarks, tradenames, marketing rights and other intangible assets are amortized on a straight-line basis over their estimated useful lives, with remaining useful lives up to 8 years.

Amortization of intangible assets was $ 4.2 million, $ 4.5 million, and $ 4.9 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is included in depreciation, amortization, and accretion.

Amortization of intangible assets was $ 3.5 million, $ 4.2 million, and $ 4.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is included in depreciation, amortization and accretion in our consolidated statements of operations.

The estimated future annual amortization expense of intangible assets is $ 3.4 million for 2026, $ 3.2 million for 2027, $ 2.7 million for 2028, $ 2.4 million for 2029, $ 2.4 million for 2030, and $ 7.4 million thereafter.

See Note 5 - “Intangibles” for additional discussion.

See Note 4 - “Intangibles” for additional information.

Intangible assets other than goodwill are tested for recoverability whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

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Product sales revenues are recognized at a point in time when we transfer control of our product offerings to our customers, generally when we ship products from our facility to our customer.

The product sales for our Completion Fluids & Products Division consist primarily of CBFs, additives, and associated manufactured products.

The product sales for our Completion Fluids & Products Segment consist primarily of CBFs, additives, and associated manufactured products.

Certain customers have bill-and-hold arrangements.

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Control transfers when there is a substantive reason for the arrangement, the product is identified as belonging to the customer, is ready for physical transfer, and cannot be directed for use by anyone but the customer.

Product sales for our Water & Flowback Services Division are typically attributed to specific performance obligations within certain production testing service arrangements.

Product sales for our Water & Flowback Services Segment are typically attributed to specific performance obligations within certain production testing service arrangements.

Service revenues represent revenue recognized over time, as our customer arrangements typically provide agreed upon day rates and we recognize service revenue based upon the number of days services have been performed.

Service revenue recognized over time is associated with a majority of our Water & Flowback Services Division arrangements, and a small portion of Completion Fluids & Products Division revenue that is associated with completion fluid service arrangements.

Service revenue recognized over time is associated with a majority of our Water & Flowback Services Segment arrangements, and a small portion of Completion Fluids & Products Segment revenue that is associated with completion fluid service arrangements.

Our customer contracts are generally for terms of one year or less.

The majority of the service arrangements in the Water & Flowback Services Division are for a period of 90 days or less.

The majority of the service arrangements in the Water & Flowback Services Segment are for a period of 90 days or less.

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

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Depreciation, amortization, and accretion includes depreciation expense for all of our facilities, equipment and vehicles, amortization expense on our intangible assets, and accretion expense related to our decommissioning and other asset retirement obligations.

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, 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.

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

Collaborative Arrangement

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

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, net in our consolidated statements of operations.

During the years ended December 31, 2025 and 2024, we capitalized approximately $ 45.2 million and $ 22.4 million, respectively, of costs, net of reimbursements from our partner, associated with the development of our properties in Arkansas, excluding capitalized interest, which are included in capital expenditures for our Completion Fluids & Products Segment.

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

Loss Contingencies

We and certain of our subsidiaries are involved, in the normal course of business, in lawsuits, claims and other legal proceedings and audits.

We accrue reserves for these matters when we believe it is probable that a liability has been incurred and the liability can be reasonably estimated.

In addition, we disclose exposure to certain losses in excess of the amount recorded on the balance sheet for these matters if it is reasonably possible that an additional material loss may be incurred.

We review such loss contingencies on an ongoing basis.

Loss contingencies are based on judgments made by management with respect to the likely outcome of these matters and are adjusted as appropriate.

Management’s judgments could change based on new information, changes in, or interpretations of, laws or regulations, changes in management’s plans or intentions, opinions regarding the outcome of legal proceedings or other factors.

See Note 11 - Commitments and Contingencies - Litigation and Contingencies of Discontinued Operations for additional information.

Equity-Based Compensation

We have various equity incentive compensation plans which provide for the granting of restricted common stock, options for the purchase of our common stock, and other performance-based, equity-based compensation awards to our executive officers, key employees, nonexecutive officers, and directors.

Upon the vesting of restricted stock awards or exercise of employee stock options, we issue new shares of common stock.

Forfeitures of equity-based compensation awards are recognized as they occur.

Total equity-based compensation expense, net of taxes, for the years ended December 31, 2025, 2024, and 2023, was $ 6.8 million, $ 6.3 million, and $ 10.4 million, respectively.

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During the years ended December 31, 2025, 2024, and 2023, income from this arrangement was $ 1.0 million, $ 1.6 million, and $ 3.0 million, respectively, from the value of cash and stock received, and $ 2.4 million, $( 0.4 ) million and $( 1.0 ) 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.

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

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

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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.

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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.

We recognize interest expense and penalties on uncertain tax positions and income tax deficiencies as a component of income tax (benefit) expense.

Tax Benefits Preservation Plan

On February 28, 2023, the Board of Directors adopted a Tax Benefits Preservation Plan (the “Tax Plan”) designed to protect the availability of the Company’s net operating loss carryforwards (“NOLs”) and other tax attributes (collectively, the “Tax Attributes”), which may be utilized in certain circumstances to reduce the Company’s future income tax obligations.

The Tax Plan is intended to reduce the likelihood that any changes in the Company’s investor base would limit the Company’s future use of its Tax Attributes as a result of the Company experiencing an “ownership change” under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”).

If a corporation experiences an “ownership change,” any NOLs, losses or deductions attributable to a “net unrealized built-in loss” and other Tax Attributes could be substantially limited, and timing of the usage of such Tax Attributes could be substantially delayed.

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).

On February 28, 2023, the Board of Directors adopted a Tax Benefits Preservation Plan (the “Tax Plan”) designed to preserve the availability of the Company’s existing net operating loss carryforwards (“NOLs”) and other tax attributes (collectively, the “Tax Attributes”).

The Board of Directors approved Amendment No.

1 (the “Amendment”) to the Tax Plan on February 19, 2026 and the Company entered into the Amendment on February 25, 2026.

The Amendment extends the expiration date of the Tax Plan from February 28, 2026 to February 28, 2029 (subject to other earlier termination events).The Tax Attributes may be utilized in certain circumstances to reduce our future income tax obligations.

However, our ability to utilize the Tax Attributes would be substantially limited if an “ownership change” under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”) were to occur.

In general, an ownership change under Section 382 occurs 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).

The Tax Plan contributes to the preservation of the Company’s Tax Attributes by reducing the risk that an ownership change under Section 382 occurs.

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.

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(iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement as described in the penultimate paragraph of Section 1.3 of the Tax Plan;

(v) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that the Tax Plan is no longer necessary or desirable for the preservation of the Tax Attributes;

(v) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that the

Tax Plan is no longer necessary or desirable for the preservation of the Tax Attributes;

or (vi) the close of business on the first day of a taxable year of the Company following a Board determination that no Tax Attributes may be carried forward or otherwise utilized.

The Tax Plan adopted by the Board of Directors is similar to plans adopted by other publicly held companies with significant NOLs or other substantial tax benefits and is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company and its stockholders.

The Tax Plan adopted by the Board of Directors is similar to plans adopted by other publicly held companies with significant NOLs or other substantial Tax Attributes and is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company and its stockholders.

At the Company’s 2023 annual meeting of stockholders held on May 24, 2023, the Company’s stockholders ratified the adoption of the Tax Plan.

The Company intends to submit the Amendment to its stockholders for ratification at the 2026 annual meeting of stockholders.

The Rights are in all respects subject to and governed by the provisions of the Tax Plan.

The foregoing summary provides only a general description of the Tax Plan and does not purport to be complete.

The Tax Plan, which specifies the terms of the Rights and includes as Exhibit A the Form of Certificate of Designation of Series A Junior Participating Preferred Stock of the Company and as Exhibit B the Form of Right Certificate, is attached to the Company’s Current Report on Form 8-K, which was filed with the SEC on March 1, 2023, as Exhibit 4.1 and is incorporated herein by reference.

The foregoing summary should be read together with the entire Tax Plan and is qualified in its entirety by reference to the Tax Plan.

The Tax Plan, which specifies the terms of the Rights and includes as an exhibit the Form of Right Certificate.

The foregoing summary should be read together with the entire Tax Plan and the Amendment and is qualified in its entirety by reference to the Tax Plan and the Amendment.

Noncontrolling Interests

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dollar at current exchange rates are included as a separate component of equity.

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.

Foreign currency exchange losses are included in other (income) expense, net, and totaled $ 8.3 million, $ 3.8 million, and $ 3.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Foreign currency exchange losses during

the year ended December 31, 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 2025.

Fair Value Measurements

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Interest paid (1)

Income taxes paid $ 5,956 $ 4,782 $ 3,270

$ 16,819 $ 21,680 $ 19,171

Income taxes paid, net of refunds

$ 12,545 $ 5,956 $ 4,782

(1) Interest paid is net of $ 4.5 million, $ 1.2 million and zero of capitalized interest for the years ended December 31, 2025, 2024 and 2023, respectively

2025 2024 2023

(in thousands)

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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 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.”

Effective January 1, 2025, we adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, on a prospective basis.

This standard requires enhanced disclosures of income taxes, including disaggregated effective tax rate reconciliation by specific categories in both dollars and percentages.

income taxes paid disaggregated by jurisdiction, and qualitative explanations for significant reconciling items.

The adoption of ASU 2023-09 did not impact our recognition or measurement of income taxes but resulted in expanded disclosures as reflected in Note 2 - “Summary of Significant Accounting Policies” and Note 15 - “Income Taxes.”

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").

In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-12, Codification Improvements, as part of its ongoing project to clarify and correct various areas of U.S.

The amendments span multiple Topics and include clarifications related to diluted earnings per share, lease receivable disclosures, and transfers of receivables, among others.

These changes are not expected to significantly affect current accounting practices.

Effective dates vary depending on the underlying Topic.

We do not expect ASU 2025-12 to have a material impact on our consolidated financial statements as the amendments clarify existing guidance, but we will continue to monitor its applicability

In December 2025, the FASB also issued ASU 2025-11, “Narrow-Scope Improvements” (“ASU 2025-11”), which clarifies required interim disclosures.

ASU 2025-11 addresses the form and content of interim financial statements and footnotes prepared in accordance with GAAP, lists the interim disclosures required by all other

Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and may be applied prospectively or retrospectively.

The adoption of the standard will not have an impact on our consolidated statements of operations or balance sheets as the standard only impacts interim disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which provides entities with optional relief when estimating expected credit losses for current accounts receivable arising from transactions accounted for under Accounting Standards Codification 606.

The amendments permit entities to apply a practical expedient that assumes current economic conditions as of the balance sheet date remain unchanged for the remaining life of the asset.

The Company expects to adopt the practical expedient effective January 1, 2026 and is assessing the impact of ASU 2025-05 to its consolidated financial statements upon adoption.

In November 2024, the FASB issued 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 disclosure requirements.

NOTE 3 – DISCONTINUED OPERATIONS

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:

Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations

(In Thousands)

December 31, 2024

Cost of revenues $ 5,855

Other income, net ( 515 )

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 income, net ( 324 )

Income from discontinued operations attributable to TETRA stockholders $ 278

December 31, 2022

Offshore Services Maritech

General and administrative expense $ 31 $ — $ 31

Other income, net

— ( 226 ) ( 226 )

Pretax income (loss) from discontinued operations

$ ( 31 ) $ 226 195

Income from discontinued operations attributable to TETRA stockholders

Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position

(In Thousands)

December 31, 2024

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

Decommissioning liability

Total liabilities associated with discontinued operations

See Note 11 - “Commitments and Contingencies” for further discussion of contingencies of discontinued operations.

NOTE 4 — REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company is currently assessing the impact of ASU 2024-03 and does not expect a significant impact to its consolidated financial statements upon adoption as the standard expands disclosures.

NOTE 3 — REVENUE

Our contract asset balances, primarily associated with customer documentation requirements, were $ 24.4 million, $ 30.4 million, and $ 30.6 million as of December 31, 2025, 2024, and 2023, respectively.

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

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.

During the years ended December 31, 2025, 2024, and 2023, we recognized approximately $ 0.3 million, $ 2.8 million, and $ 1.8 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.

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Impairments of Inventory and Long-Lived Assets

During 2025, we recorded a $ 3.6 million impairment of our former corporate office lease related to the relocation of our corporate headquarters and we recorded $ 0.6 million impairments of certain long-lived assets and right of use assets, within our Water & Flowback Services Segment.

The fair values of right of use assets were estimated based on the discounted cash flows of our lease payments (a Level 3 fair value measurement) in accordance with the fair value hierarchy.

The fair values of other long-lived assets was based on the estimated market values of similar equipment (a Level 3 fair value measurement).

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.

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

NOTE 6 – INVENTORIES

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The office space, warehouse space, operating location leases, and machinery and equipment leases generally require us to pay all maintenance and insurance costs.

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.

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.

In August 2025, we entered into an operating lease agreement for a new corporate headquarters facility in Spring, Texas.

We recognized a right-of-use asset and corresponding long-term lease liability of approximately $ 10.5 million.

The term is thirteen years and includes fixed monthly base rent payments totaling approximately $ 1.8 million annually beginning in early 2028 and continuing through the lease term, including scheduled annual escalations.

We also expect to incur additional costs related to facility management and operations, which will be expensed as incurred as variable lease costs.

Our former corporate operating lease expires in December 2027, a portion of which is subleased.

Upon abandonment of our former corporate office in late 2025 that is not subleased, we recorded a non-cash charge of approximately $ 9.5 million, including a $ 3.6 million impairment of the right of use asset and accrual of approximately $ 5.9 million of estimated facility management and operational costs expected to be incurred through the lease expiration in December 2027, which is included in other (income) expense, net in our consolidated statements of operations, and will be offset by concessions from the new lease during 2026 and 2027.

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):

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2029 5,003 15

2029 2,204 15

Thereafter 21,292 —

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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.

During the year ended December 31, 2024, in connection with the modification of a revenue contract by our Water & Flowback Services Segment, 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 for the year ended December 31, 2024 including $ 4.1 million of revenues from the embedded lease.

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

As of December 31, 2025 and 2024, current lease receivables of $ 2.2 million and $ 1.4 million, respectively, are included in trade accounts receivable, and long-term lease receivables of $ 2.2 million as of December 31, 2024 are included in other assets in our consolidated balance sheets.

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

The leases and subleases are considered operating leases.

4 unchanged sentences

2026 $ 2,187 $ 1,519

2026 2,187 1,452

Thereafter — 2,443

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Investment in Kodiak (1)

$ 18,393 $ 8,538

Investment in Standard Lithium 3,576 1,168

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(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.

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 stock of Standard Lithium under the terms of the arrangements.

We retained an interest in our former subsidiary, CSI Compressco LP (“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.

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

The Company received stock of Standard Lithium under the terms of arrangements whereby Standard Lithium has the right to explore for, produce and extract lithium in our Arkansas leases and other additional potential resources in the Mojave region of California.

The stock component of consideration received from Standard Lithium was initially recorded as unearned income based on the quoted market price at the time the stock was 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.

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

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

NOTE 9 – DISCONTINUED OPERATIONS

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.

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

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

While the ultimate outcome of this matter cannot be predicted, we could potentially be liable for an estimated amount in the range of $ 11.3 million to $ 27.0 million, before Maritech’s proportionate share of the bond proceeds (approximately $ 3.9 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, 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 liabilities of $ 7.4 million and $ 5.8 million related to this obligation as of December 31, 2025 and December 31, 2024, respectively.

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

Reconciliation of the Line Items Constituting Pretax Income (Loss) from Discontinued Operations to the After-Tax Income (Loss) from Discontinued Operations

(In Thousands)

Year Ended December 31,

2025 2024 2023

Maritech Maritech Offshore Services

Cost of revenues $ 1,530 $ 5,855 $ 5

General and administrative expense — — 41

Other income, net

— ( 515 ) ( 324 )

(Loss) income from discontinued operations before income taxes

( 1,530 ) ( 5,340 ) 278

Income tax benefit

(Loss) income from discontinued operations attributable to TETRA stockholders

$ ( 1,209 ) $ ( 5,340 ) $ 278

Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position

(In Thousands)

Maritech Maritech

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

Decommissioning liability

$ 7,360 $ 5,830

Total liabilities associated with discontinued operations

$ 7,360 $ 5,830

See Note 11 - “Commitments and Contingencies” for further discussion of contingencies of discontinued operations.

NOTE 10 — LONG-TERM DEBT AND OTHER BORROWINGS

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(In Thousands)

Thereafter 190,000

Total maturities $ 190,000

Term Credit Agreement

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.

The $ 75.0 million delayed-draw provision of the Term Credit Agreement expired on January 12, 2026.

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 Company was 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 9.57 % as of December 31, 2025 and the maturity date of the Term Credit Agreement is January 1, 2030.

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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.

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.

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.

We are not required to offer to prepay any of our Term Credit Agreement based on our Leverage Ratio as of December 31, 2025.

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

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”).

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Swedish Credit Facility

In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden and Finland (“Swedish Credit Facility”).

The Company has a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden and Finland (“Swedish Credit Facility”).

As of December 31, 2025, we had no balance outstanding and availability of approximately $ 5.4 million under the Swedish Credit Facility.

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Finland Credit Agreement

In January 2022, the Company entered into an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”).

The Company has an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”).

As of December 31, 2025, we had $ 1.6 million of letters of credit outstanding against the Finland Credit Agreement.

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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.

In the normal course of our Completion Fluids & Products Segment 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.

2 unchanged sentences

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

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.

As of December 31, 2025, the aggregate amount of the fixed and determinable portion of the purchase obligation pursuant to our Completion Fluids & Products Segment’s supply agreements was approximately $ 95.5 million, including $ 57.4 million for the year ending December 31, 2026, $ 28.5 million for the year ending December 31, 2027, and $ 9.6 million for the year ending December 31, 2028.

Amounts purchased under these agreements for each of the years ended December 31, 2025, 2024, and 2023, was $ 66.4 million, $ 56.3 million, and $ 46.9 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.

As of December 31, 2025, we also have commitments of $ 15.3 million related to long-lead power infrastructure for our Completion Fluids & Products Segment’s bromine plant in Arkansas, including $ 1.8 million expected to be paid in the first quarter of 2026 and included in accrued liabilities and other in our consolidated balance sheets, and $ 13.5 million due over five years beginning after electric service is available.

Contingencies of Discontinued Operations

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Orinoco has not delivered the Replacement Bonds and neither it nor the Clarkes has made any of the agreed upon cash escrow payments.

therefore, we filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding Agreement and the Clarke Bonding Guaranty Agreement.

Summary judgment was initially granted in favor of Orinoco and the Clarkes, which dismissed 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 and requested a new trial on the summary judgment or modification of the judgment.

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 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.

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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.

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 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.

On February 13, 2025, Arena Energy, LLC (“Arena”) filed a complaint in U.S.

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

The estimated remaining decommissioning costs for such property is approximately $ 24.5 million, before TETRA’s bond proceeds of $ 8.1 million.

At this stage of the dispute, we have not accrued a reserve for this contingency as we have not met the criteria specified in applicable accounting guidance.

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.

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.

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

On November 3, 2025, Anadarko E&P Onshore LLC (“Anadarko”) filed a complaint in United States District Court for the Southern District of Texas seeking indemnification from us and Maritech for decommissioning costs exceeding $ 27.0 million asserting Maritech and TETRA are allegedly in breach of certain purported obligations to address plugging and abandonment and decommissioning obligations for certain outer continental shelf leases and related infrastructure located 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).

We accrued liabilities of $ 7.4 million and $ 5.8 million related to this obligation as of December 31, 2025 and December 31, 2024, respectively.

Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of any legal proceedings, any amounts estimated or accrued may not represent the ultimate loss to the Company.

We intend to vigorously defend against the claims brought by Arena and Anadarko but we are presently unable to predict the duration, scope or result of these proceedings, as the litigation is in early stages.

The estimates above exclude attorney fees, which cannot be reasonably determined.

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

Part of the consideration we received was a promissory note of Epic Companies in the original principal amount of $ 7.5 million (the “Epic Promissory Note”).

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

Grants of restricted stock, net

Vest of restricted stock, net

1,608,255 1,732,233 1,210,996

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2018 Non-Employee Director Equity Incentive Plan (“2018 Director Plan”).

In May 2021, our stockholders approved the First Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Equity Plan”), which amended the 2018 Equity Plan and terminated the 2018 Director Plan.

Pursuant to the Amended 2018 Equity Plan, we are authorized to grant up to 16,365,000 shares in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares, other stock-based awards and cash-based awards to employees and non-employee directors.

On May 2021, our stockholders approved the First Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Equity Plan”), which amended the 2018 Equity Plan and terminated the 2018 Director Plan.

In May 2023, our stockholders approved the Second Amended and Restated 2018 Equity Incentive Plan that, among other things, increased the number of authorized shares to 16,365,000 .

In June 2025, our stockholders approved the Third Amended and Restated 2018 Equity Incentive Plan which, among other things, increased the number of authorized shares to 20,635,000 shares in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares, other stock-based awards and cash-based awards to employees and non-employee directors.

Stock Options

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Outstanding at December 31, 2025 711 $ 4.81 1.4 years $ 3,241

Expected to vest at December 31, 2024 1,829 $ 5.61 1.7 years $ —

Exercisable at December 31, 2025 711 $ 4.81 1.4 years $ 3,241

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, 2024, was nominal.

During the year ended December 31, 2025, t he total intrinsic value of stock options exercised was $ 0.9 million.

Cash received from employees upon the exercise of stock options totaled $ 3.9 million for the year ended December 31, 2025.

The company recognized $ 0.2 million of income tax benefits related to the exercise of awards during the year ended December 31, 2025.

There were approximately 693,000 , 1,000 , and 206,000 options exercised during the years ended December 31, 2025, 2024, and 2023, respectively.

At December 31, 2024, total unrecognized compensation cost related to unvested stock options is not significant.

At December 31, 2025, there is no unrecognized compensation cost for stock options as all stock options have vested.

Restricted Stock

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Total compensation cost recognized for restricted stock was $ 7.1 million, $ 6.6 million, and $ 10.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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.

These amounts include nominal amounts for the years ended December 31, 2025 and 2024 and $ 5.0 million for the year ended December 31, 2023, for the portion of awards under short-term incentive plans and long-term incentive plans that were settled with restricted stock awards.

Total unrecognized compensation cost at December 31, 2025, 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.

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Financial Instruments

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.

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

In addition, the Company received stock of Standard Lithium under the terms of agreements whereby Standard Lithium has the right to explore for, produce and extract lithium in our Arkansas leases and other additional potential resources in the Mojave region of California.

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.

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

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

Purchase of investments — 1,000 21 1,021

Sale of investments

( 19,011 ) — — ( 19,011 )

Reclassification between Level 2 and Level 3 fair value — ( 1,388 ) 1,388 —

Unrealized gain on equity securities

Realized and unrealized gain on equity securities

3,026 — 244 3,270

2 unchanged sentences

Unrealized gain on convertible note, excluding embedded option

— — 1,180 1,180

Investment balance at end of period $ 3,576 $ — $ 8,251 $ 11,827

1 unchanged sentence

Fair Value Measurements Using

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

(Level 1) (Level 3) Total

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)

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Purchase of investments — 1,000 21 1,021

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

Unrealized gain on equity securities

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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

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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 gain on embedded option

— 1,211 1,211

Unrealized loss on convertible note, excluding embedded option

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

Derivative Contracts

We are exposed to financial and market risks that affect our businesses.

We have concentrations of credit risk as a result of trade receivables owed to us primarily by companies in the energy industry.

We have currency exchange rate risk exposure related to transactions denominated in foreign currencies as well as to investments in certain of our international operations.

As a result of our variable rate debt facilities, we face market risk exposure related to changes in applicable interest rates.

Our financial risk management activities may at times involve, among other measures, the use of derivative financial instruments, such as swap and collar agreements, to hedge the impact of market price risk exposures.

We entered into, and we may in the future enter into, short-term foreign currency forward derivative contracts with third parties as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries.

Although contracts pursuant to this program will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts or qualify for hedge accounting treatment.

Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period.

The fair values of foreign currency derivative instruments are based on quoted market values (a Level 2 fair value measurement).

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

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, 2025 and 2024, is as follows:

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or Liabilities Significant

Inputs Significant

Description Dec 31, 2024 (Level 1) (Level 2) (Level 3)

Description December 31, 2025 (Level 1) (Level 3)

(In Thousands)

Investments in Kodiak (1)

$ 18,393 18,393 — —

Investments in Standard Lithium $ 3,576 3,576 —

1 unchanged sentence

Investments $ 11,827

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

Fair Value Measurements Using

2 unchanged sentences

Inputs Significant

Description Dec 31, 2023 (Level 1) (Level 2) (Level 3)

Description December 31, 2024 (Level 1) (Level 2) (Level 3)

(In Thousands)

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

Investments in Kodiak (1)

$ 18,393 18,393 — —

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

1 unchanged sentence

Investments $ 28,159

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

Derivative Contracts

We are exposed to financial and market risks that affect our businesses.

We have concentrations of credit risk as a result of trade receivables owed to us primarily by companies in the energy industry.

We have currency exchange rate risk exposure related to transactions denominated in foreign currencies as well as to investments in certain of our international operations.

As a result of our variable rate debt facilities, we face market risk exposure related to changes in applicable interest rates.

Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period.

The fair values of foreign currency derivative instruments are based on quoted market values (a Level 2 fair value measurement).

We did not have foreign currency derivative instruments outstanding as of December 31, 2025 or 2024.

During the years ended December 31, 2025, 2024, and 2023, we recognized $ 0.7 million, zero , and zero of

net losses, respectively, reflected in other (income) expense, net, associated with our foreign currency derivative program.